Zhihu Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 5th, 2021 • Zhihu Inc. • Services-business services, nec

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021 by and between Zhihu Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (Passport/PRC ID Card No. ) (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2021 • Zhihu Inc. • Services-business services, nec • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2021 by and between Zhihu Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________(Passport/ID Card No. _____________) (the “Executive”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 19th, 2021 • Zhihu Inc. • Services-business services, nec • New York

WHEREAS, the Company has filed a registration statement on Form F-1 on March 5, 2021 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”), each representing a certain number of Class A ordinary shares of par value US$0.000125 per share, (“Class A Ordinary Shares”) of the Company as specified in the Registration Statement; and

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Zhihu Inc. 55,000,000 American Depositary Shares Representing 27,500,000 Class A Ordinary Shares (par value US$0.000125 per share) Underwriting Agreement
Underwriting Agreement • March 23rd, 2021 • Zhihu Inc. • Services-business services, nec • New York

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

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Contract
Hong Kong Underwriting Agreement • April 13th, 2022 • Zhihu Inc. • Services-business services, nec • Hong Kong

Dated April 8, 2022 ZHIHU INC. SELLING SHAREHOLDERS (named in SCHEDULE 8) CREDIT SUISSE (HONG KONG) LIMITED J.P. MORGAN SECURITIES (FAR EAST) LIMITED J.P. MORGAN SECURITIES (ASIA PACIFIC) LIMITED CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED CMB INTERNATIONAL CAPITAL LIMITED and THE HONG KONG UNDERWRITERS (named in SCHEDULE 2)

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 19th, 2021 • Zhihu Inc. • Services-business services, nec • New York

WHEREAS, the Company has filed a registration statement on Form F-1 on March 5, 2021 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares of par value US$0.000125 per share, (“Class A Ordinary Shares”) of the Company as specified in the Registration Statement; and

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Shareholders’ Rights Entrustment Agreement
Shareholders’ Rights Entrustment Agreement • April 26th, 2024 • Zhihu Inc. • Services-business services, nec

This Shareholders’ Rights Entrustment Agreement (hereinafter referred to as this “Agreement”) is made and entered into by and between the following parties in Beijing, China on July 31, 2023:

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Exclusive Share Option Agreement by and among Zhizhe Sihai (Beijing) Technology Co., Ltd. Jixin Huang, Zhong Shao, Liang Zhang Yuan Zhou, Shenshen Li, Jie Bai, Dahai Li Beijing Chuangxin Fangzhou Technology Co., Ltd. Shenzhen Litong Industry...
Exclusive Share Option Agreement • March 5th, 2021 • Zhihu Inc. • Services-business services, nec • Beijing

This Exclusive Share Option Agreement (this “Agreement”) is executed by and among the following parties on July 23, 2018 in Beijing, the People’s Republic of China (the “PRC”):

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Exclusive Option Agreement
Exclusive Option Agreement • April 8th, 2022 • Zhihu Inc. • Services-business services, nec
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Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • April 26th, 2024 • Zhihu Inc. • Services-business services, nec

This Exclusive Business Cooperation Agreement (hereinafter referred to as this “Agreement”) is made and entered into by and between the following parties in Beijing, China on July 31, 2023.

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Share Pledge Agreement
Share Pledge Agreement • April 26th, 2024 • Zhihu Inc. • Services-business services, nec

This Share Pledge Agreement (this “Agreement”) is made and entered into by and between the following parties in Beijing, China on July 31, 2023:

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SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreement • March 5th, 2021 • Zhihu Inc. • Services-business services, nec • Hong Kong

A The Company owns 100% interest in the HK Subsidiary, and the HK Subsidiary owns 100% equity interest in the WFOEs. Zhizhe Sihai controls each of Beijing Zhihu and Shishuo Xinyu by a Captive Structure (as defined below) respectively.

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Exclusive Technology Development, Consultancy and Services Agreement
Exclusive Technology Development, Consultancy and Services Agreement • April 8th, 2022 • Zhihu Inc. • Services-business services, nec • Macau

This Exclusive Technology Development, Consultancy and Services Agreement (hereinafter referred to as this “Agreement”) is made and entered into by and between the following parties on September 7, 2021:

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Exclusive Option Agreement
Exclusive Option Agreement • April 26th, 2024 • Zhihu Inc. • Services-business services, nec

This Exclusive Option Agreement (this “Agreement”) is made and entered into by and among the following parties on July 31, 2023 in Beijing, the People’s Republic of China:

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Equity Interest Pledge Agreement by and among Zhizhe Sihai (Beijing) Technology Co., Ltd. Jixin Huang, Zhong Shao, Liang Zhang Yuan Zhou, Shenshen Li, Jie Bai, Dahai Li Beijing Chuangxin Fangzhou Technology Co., Ltd. Shenzhen Litong Industry...
Equity Interest Pledge Agreement • March 5th, 2021 • Zhihu Inc. • Services-business services, nec • Beijing

This Equity Interest Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 23, 2018 in Beijing, the People’s Republic of China (the “PRC”):

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Shareholders Voting Proxy Agreement by and among Zhizhe Sihai (Beijing) Technology Co., Ltd. Jixin Huang, Zhong Shao, Liang Zhang Yuan Zhou, Shenshen Li, Jie Bai, Dahai Li Beijing Chuangxin Fangzhou Technology Co., Ltd. Shenzhen Litong Industry...
Shareholders Voting Proxy Agreement • March 5th, 2021 • Zhihu Inc. • Services-business services, nec

This Shareholders Voting Proxy Agreement (this “Agreement”) is entered into by and among the following parties on July 23, 2018, in Beijing, the People’s Republic of China (“China” or the “PRC”).

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SERIES F PREFERRED SHARE PURCHASE AGREEMENT
Series F Preferred Share Purchase Agreement • March 5th, 2021 • Zhihu Inc. • Services-business services, nec • 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 intending to be legally bound hereto hereby agree as follows:

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Exclusive Business Cooperation Agreement by and Between Zhizhe Sihai (Beijing) Technology Co., Ltd. and Beijing Zhizhe Tianxia Technology Co., Ltd. November 8, 2011
Exclusive Business Cooperation Agreement • March 5th, 2021 • Zhihu Inc. • Services-business services, nec • Beijing

This Exclusive Business Cooperation Agreement (this “Agreement”) is executed by and between the following parties on November 8, 2011, in Beijing, the People’s Republic of China (“China” or the “PRC”).

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SERIES F PREFERRED SHARE PURCHASE AGREEMENT
Series F Preferred Share Purchase Agreement • February 10th, 2021 • Zhihu Inc. • Services-business services, nec • 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 intending to be legally bound hereto hereby agree as follows:

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Share Pledge Agreement
Share Pledge Agreement • April 8th, 2022 • Zhihu Inc. • Services-business services, nec • Macau
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Share Pledge Agreement
Share Pledge Agreement • April 8th, 2022 • Zhihu Inc. • Services-business services, nec • Macau

This Share Pledge Agreement (this “Agreement”) is entered into by and between the following parties in Beijing city of China on November 9, 2021:

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