Standard Contracts
AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement June 25, 2020Deposit Agreement • March 26th, 2021 • Agora, Inc. • Services-prepackaged software • New York
FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2020 • Agora, Inc. • Services-prepackaged software • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, by and between Agora, Inc., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and __________ (the “Indemnitee”), a director/an executive officer of the Company.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • Agora, Inc. • Services-prepackaged software • New York
Agora, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the Underwriters”) an aggregate of [●] Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Firm Shares”) in the form of [●] American Depositary Shares (as defined below) (the “Firm ADSs”).
AGORA, INC. Class A Ordinary Shares Purchase Agreement June 18, 2020Class a Ordinary Shares Purchase Agreement • June 19th, 2020 • Agora, Inc. • Services-prepackaged software • New York
Agora, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to you (the “Purchaser”), that number of Class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”), of the Company as determined pursuant to the calculation set forth in Section 1(a) below (the “Shares”). The issuance and sale to the Purchaser of the Shares is to be consummated immediately subsequent to the closing of the issuance and sale of Class A Ordinary Shares in the form of American depositary receipts (the “ADSs”) by the Company pursuant to an Underwriting Agreement to be entered into by and among the Company and the representatives of the several Underwriters named therein (the “Underwriters”), to the Underwriters in connection with the Company’s initial public offering of ADSs pursuant to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) and/or any related registration statem
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2020 • Agora, Inc. • Services-prepackaged software • Hong Kong
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Agora, Inc., a company incorporated in Cayman Islands with limited liability (the “Company”) and [*], an individual with Passport number [*](“Executive”) (collectively, the “Parties”, and each, a “Party”), dated as of , 20 .
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • June 5th, 2020 • Agora, Inc. • Services-prepackaged software • Hong Kong
A The Company, the BVI Companies, the Investors and the Cayman Co entered into a Share Swap Agreement on January 19, 2020 (the “Share Swap Agreement”), pursuant to which the Company issued certain Shares to the BVI Companies and the Investors on the term and conditions set forth therein.
THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARESFourth Amended and Restated Memorandum and Articles of Association • June 5th, 2020 • Agora, Inc. • Services-prepackaged software
Exclusive Technology Consulting and Services AgreementExclusive Technology Consulting and Services Agreement • June 5th, 2020 • Agora, Inc. • Services-prepackaged software
This Exclusive Technology Consulting and Services Agreement (“this Agreement”) is made on June 18, 2015 by the following two parties in Shanghai, the People’s Republic of China (“PRC”):
AGORA, INC. Class A Ordinary Shares Purchase Agreement June 19, 2020Class a Ordinary Shares Purchase Agreement • June 19th, 2020 • Agora, Inc. • Services-prepackaged software • New York
Agora, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to you (the “Purchaser”), that number of Class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”), of the Company as determined pursuant to the calculation set forth in Section 1(a) below (the “Shares”). The issuance and sale to the Purchaser of the Shares is to be consummated immediately subsequent to the closing of the issuance and sale of Class A Ordinary Shares in the form of American depositary receipts (the “ADSs”) by the Company pursuant to an Underwriting Agreement to be entered into by and among the Company and the representatives of the several Underwriters named therein (the “Underwriters”), to the Underwriters in connection with the Company’s initial public offering of ADSs pursuant to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) and/or any related registration statem
AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreements • March 26th, 2021 • Agora, Inc. • Services-prepackaged software • Hong Kong
THIS AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”) is made as of June 30, 2020 by and among Agora, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Mr. ZHAO Bin (the “Founder”), each of the Preferred Holders (as defined in that certain Amended and Restated Shareholders Agreement, dated as of February 12, 2020, as amended (the “Rights Agreement”)), and Coatue CPP 10 LLC, Neumann Capital and VIP III Nominees Limited (collectively, the “CPP Purchasers”). Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.
Voting Rights Proxy AgreementVoting Rights Proxy Agreement • June 5th, 2020 • Agora, Inc. • Services-prepackaged software
This Voting Rights Proxy Agreement is executed on June 18, 2015 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”):
Exclusive Option AgreementExclusive Option Agreement • June 5th, 2020 • Agora, Inc. • Services-prepackaged software
This Exclusive Option Agreement (this “Agreement”) is executed on June 18, 2015 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”):
Share Pledge AgreementShare Pledge Agreement • June 5th, 2020 • Agora, Inc. • Services-prepackaged software
This Share Pledge Agreement (this “Agreement”) is executed on June 18, 2015 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”):
Joinder Agreement to the Contractual ArrangementsJoinder Agreement • March 26th, 2021 • Agora, Inc. • Services-prepackaged software
This Joinder Agreement to the Contractual Arrangements (this “Agreement”) was executed on January 19, 2021 by and among the following parties:
