Kingsoft Cloud Holdings LTD Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement May 7, 2020
Deposit Agreement • September 21st, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • New York

DEPOSIT AGREEMENT dated as of May 7, 2020 among KINGSOFT CLOUD HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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FORM OF INDEMNIFICATION AGREEMENT KINGSOFT CLOUD HOLDINGS LIMITED
Indemnification Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Indemnification Agreement (this “Agreement”), made and entered into as of the ______________day of______________, 20________, by and between Kingsoft Cloud Holdings Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and______________ (“Indemnitee”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Hong Kong

The Company, the HK Company, the PRC Subsidiaries, ICP Hold Co, ICP Co, and each subsidiary of the foregoing, either Controlled by contractual commitment or equity ownership, are hereinafter referred to as the “Group Companies” collectively, and each, a “Group Company”.

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Beijing Kingsoft Cloud Technology Co., Ltd. The Natural Person as shown in Appendix I (A) The Legal Entity as shown in Appendix I (B) and Zhuhai Kingsoft Cloud Technology Co., Ltd. regarding The Shareholder Voting Right Trust Agreement of Zhuhai...
Shareholder Voting Right Trust Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

specific information (including domicile and ID card Number) about the Natural Person Shareholders is set out in Appendix I (A) “List of Natural Person Shareholders and Specific Information Thereof”.

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SERIES D+ PREFERRED SHARE PURCHASE AGREEMENT
Preferred Share Purchase Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Hong Kong

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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Supplemental Loan Agreement
Supplemental Loan Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Supplemental Loan Agreement (hereinafter referred to as “this Agreement”) was executed by and between the following parties in the People’s Republic of China (hereinafter referred to as the “PRC”) on November 29, 2019:

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Creditor’s Right Transfer Agreement Among Weiqin Qiu Jin Wang Beijing Kingsoft Digital Entertainment Technology Co., Ltd. (北京金山数字娱乐科技有限公司) and Beijing Kingsoft Cloud Technology Co., Ltd. (北京金山云科技有限公司)
Creditor’s Right Transfer Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

The Creditor’s Right Transfer Agreement (hereinafter referred to as “this Agreement”) was executed by and the among the following parties in the People’s Republic of China (hereinafter referred to as the “PRC”) on 9 November 2012:

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the Pledgor of Beijing Yunxiang Zhisheng Technology Co., Ltd as shown in Appendix I and Kingsoft Cloud (Beijing) Information Technology Co., Ltd. regarding Equity Pledge Agreement of Kingsoft Cloud (Beijing) Information Technology Co., Ltd.
Equity Pledge Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This equity pledge agreement (“this Agreement”) was entered into by and between the following parties in the People’s Republic of China (“PRC”) on 18 July 2018:

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Natural Person as Shown in Appendix I (A) Corporate Entity as Shown in Appendix I (B) Beijing Kingsoft Cloud Technology Co., Ltd.(北京金山云科技有限公司) and Zhuhai Kingsoft Cloud Technology Co., Ltd.(珠海金山云科技有限公司) Regarding Equity Pledge Agreement of Zhuhai...
Equity Pledge Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Equity Pledge Agreement (“this Agreement”) was entered into by and among the following parties in the People’s Republic of China (“PRC”) on 20 June 2014:

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Kingsoft Cloud Holdings Limited [ ] American Depositary Shares Representing [ ] Ordinary Shares (par value US$0.001 per share) Underwriting Agreement
Underwriting Agreement • May 4th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • New York

Kingsoft Cloud Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] American Depositary Shares (“ADSs”), each ADS representing [ ] ordinary share[s], par value US$ 0.001 per share, of the Company (the “Ordinary Shares”) (collectively, the “Firm Securities”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] ADSs (the “Option Securities”). The Firm Securities and the Option Securities are herein referred to as the “Offered Securities.” The ADSs are to be issued pursuant to a Deposit Agreement dated as of [ ], 2020 (the “Deposit Agreement”, and together with this Agreement, the “Transaction Documents”) among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), and

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Supplemental Exclusive Purchase Option Agreement
Supplemental Exclusive Purchase Option Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

The Supplemental Exclusive Purchase Option Agreement (hereinafter referred to as “this Agreement”) was executed by and among the following parties in the People’s Republic of China (hereinafter referred to as the “PRC”) on November 29, 2019:

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Trademark License Contract
Trademark License Contract • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Beijing

This Trademark License Contract (hereinafter referred to as “this Contract”) was entered into by the following parties in Haidian District, Beijing on [18] [December] 2019:

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REGISTRATION RIGHTS AGREEMENT among KINGSOFT CLOUD HOLDINGS LIMITED CHINAAMC SPECIAL INVESTMENT LIMITED CELESTIAL POWER LIMITED METAWIT CAPITAL L.P. (元慧资本有限合伙) NEW CLOUD LTD. PRECIOUS STEED LIMITED SHUNWEI GROWTH III LIMITED FUTUREX INNOVATION SPC –...
Registration Rights Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • New York

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

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Technology Transfer (Patent License) Agreement
Technology Transfer (Patent License) Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software
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Exclusive Purchase Option Agreement on Kingsoft Cloud (Beijing) Information Technology Co., Ltd. between The Existing Shareholders of Beijing Yunxiang Zhisheng Technology Co., Ltd as Shown in Appendix I and Kingsoft Cloud (Beijing) Information...
Exclusive Purchase Option Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Exclusive Purchase Option Agreement (hereinafter referred to as “this Agreement”) was executed by and the among the following parties in the People’s Republic of China (hereinafter referred to as the “PRC”) on 18 July 2018:

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Supplemental Loan Agreement
Supplemental Loan Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Supplemental Loan Agreement (hereinafter referred to as “this Agreement”) was executed by and among the following parties in the People’s Republic of China (hereinafter referred to as the “PRC”) on 29 November 2019:

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NINTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreements • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Hong Kong

THIS NINTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 27, 2019 by and among:

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The Existing Shareholders of Beijing Yunxiang Zhisheng Technology Co., Ltd as shown in Appendix I and Kingsoft Cloud (Beijing) Information Technology Co., Ltd. regarding The Shareholder Voting Right Trust Agreement of Kingsoft Cloud (Beijing)...
Shareholder Voting Right Trust Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Shareholder Voting Right Trust Agreement was entered into by and between the following parties in the People’s Republic of China (the “PRC”) on 18 July 2018:

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Exclusive Consultation and Technical Service Agreement between Beijing Kingsoft Cloud Network Technology Co., Ltd. and Beijing Kingsoft Cloud Technology Co., Ltd.
Exclusive Consultation and Technical Service Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Exclusive Consultation and Technical Service Agreement (hereinafter referred to as “this Agreement”) was executed by and between the following two parties on 9 November 2012:

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Exclusive Consultation and Technical Service Agreement between Kingsoft Cloud (Beijing) Information Technology Co., Ltd. and Beijing Yunxiang Zhisheng Technology Co., Ltd
Exclusive Consultation and Technical Service Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Exclusive Consultation and Technical Service Agreement (hereinafter referred to as “this Agreement”) was executed by and between the following two parties on 18 July 2018:

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SERIES D+ PREFERRED SHARE PURCHASE AGREEMENT
Series D+ Preferred Share Purchase Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Hong Kong

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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Supplementary Agreement Regarding Zhuhai Kingsoft Cloud Technology Co., Ltd.
Supplementary Agreement • April 27th, 2023 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

The Supplementary Agreement Regarding Zhuhai Kingsoft Cloud Technology Co., Ltd. (hereinafter referred to as “this Agreement”) is signed by the following parties in the People’s Republic of China (hereinafter referred to as “China”) on 15 July 2022:

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STRATEGIC COOPERATION AND ANTI-DILUTION FRAMEWORK AGREEMENT BETWEEN XIAOMI CORPORATION AND KINGSOFT CLOUD
Strategic Cooperation and Anti-Dilution Framework Agreement • May 2nd, 2022 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Strategic Cooperation and Anti-Dilution Framework Agreement (the “Agreement”) dated January 29, 2022, is made and entered into by and between the following parties in the People’s Republic of China (“PRC”, for the purpose of the Agreement, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan):

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Exclusive Consulting and Technical Service Agreement
Exclusive Consulting and Technical Service Agreement • April 27th, 2023 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Exclusive Consulting and Technical Service Agreement (“this Agreement”) is made and entered into by and between the two parties as below on 24 August, 2022.

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STRATEGIC COOPERATION AND ANTI-DILUTION FRAMEWORK AGREEMENT BETWEEN KINGSOFT AND KINGSOFT CLOUD
Strategic Cooperation and Anti-Dilution Framework Agreement • May 2nd, 2022 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

This Strategic Cooperation and Anti-Dilution Framework Agreement (the “Agreement”) dated January 27, 2022, is made and entered into by and between the following parties in the People’s Republic of China (“PRC”, for the purpose of the Agreement, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan):

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Loan Facility Framework Agreement
Loan Facility Framework Agreement • April 30th, 2024 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Macau

This Loan Facility Framework Agreement (hereinafter referred to as the “Agreement”) was signed by the following Parties on December 4, 2023 in Haidian District, Beijing, People’s Republic of China (hereinafter referred to as the “PRC”):

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Equity Pledge Contract
Equity Pledge Contract • April 27th, 2023 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

The Equity Pledge Contract Agreement (hereinafter referred to as “this Contract”) was entered into on 24 August 2022 by and between:

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Exclusive Purchase Rights Contract
Exclusive Purchase Rights Contract • April 27th, 2023 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

Party A: Beijing Yunxiang Zhisheng Technology Co., Ltd., a limited liability company registered in Beijing Haidian District Bureau of Market Supervision and Administration (solely invested by the legal person from Taiwan, Hong Kong and Macao) in People’s Republic of China (“China”, for the purpose herein only, excluding Hong Kong Special Administration Region, Macao Special Administration Region and Taiwan Area), with the Unified Social Credit Code: 91110108MA002GUP74;

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FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Hong Kong

This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], 2020, is entered between Kingsoft Cloud Holdings Limited, a company incorporated in the Cayman Islands (the “Company” and, together with its subsidiaries and consolidated affiliated entities, the “Kingsoft Cloud Group”) and [NAME] (the “Executive”).

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TERMINATION AGREEMENT
Termination Agreement • May 4th, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Hong Kong
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Shareholders’ Voting Rights Entrustment Agreement
Shareholders’ Voting Rights Entrustment Agreement • April 27th, 2023 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

The Shareholders’ Voting Rights Entrustment Agreement (hereinafter referred to as “this Agreement”) was made and entered into on 24 August 2022 by and between:

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AGREEMENT AND PLAN OF MERGER BY AND AMONG KINGSOFT CLOUD HOLDINGS LIMITED as Parent and CAMELOT EMPLOYEE SCHEME INC. as Company and YIMING MA (马一鸣) as a Founder and the Seller Representative and HEIDI CHOU (周鹤) as a Founder and BENEFIT OVERSEAS...
Merger Agreement • October 12th, 2021 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • Virgin Islands

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 31, 2021, is entered into by and among (i) Kingsoft Cloud Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), (ii) Camelot Employee Scheme, INC., a company incorporated under the Laws of the British Virgin Islands (the “Company”), (iii) Yiming MA (马一鸣), a United States citizen with a passport number of ***** and in his capacity as both a Founder (as defined below) and the Seller Representative (as defined below), (iv) Heidi Chou (周鹤), a United States citizen with a passport number of ***** (together with Yiming MA (马一鸣), each a “Founder” and collectively, the “Founders”), (v) Benefit Overseas Limited, a company incorporated under the Laws of the British Virgin Islands and wholly owned and Controlled by (as defined below) Yiming MA (马一鸣), and (vi) Dreams Power Ltd., a company incorporated under the Laws of the British Virgin Islands and wholly own

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Kingsoft Cloud Holdings Limited [ ] American Depositary Shares Representing [ ] Ordinary Shares (par value US$0.001 per share) Underwriting Agreement
Underwriting Agreement • September 21st, 2020 • Kingsoft Cloud Holdings LTD • Services-prepackaged software • New York
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Loan Agreement
Loan Agreement • April 27th, 2023 • Kingsoft Cloud Holdings LTD • Services-prepackaged software

Party A: Beijing Yunxiang Zhisheng Technology Co., Ltd. (hereinafter referred to as “Lender”), a limited liability company registered in Beijing Haidian District Bureau of Market Supervision and Administration (solely invested by the legal person from Taiwan, Hong Kong and Macao) in People’s Republic of China (“China”, for the purpose herein only, excluding Hong Kong Special Administration Region, Macao Special Administration Region and Taiwan Area), with the Unified Social Credit Code: 91110108MA002GUP74; and

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