AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • June 17th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among D-MARKET ELEKTRONIK HIZMETLER VE TICARET ANONIM ŞIRKETI (D-MARKET Electronic Services & Trading), a company incorporated under the laws of the Republic of Turkey (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.
D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi [●] Class B Shares and an option to purchase up to [●] additional Class B Shares to cover over- allotments each Class B Share represented by one American Depositary Share Underwriting AgreementUnderwriting Agreement • June 17th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses • New York
D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi, a Turkish corporation (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 [●] class B ordinary shares of the Company, with par value of TRY 0.20 per class B ordinary share (“Class B Shares”) in the form of [●] American Depositary Shares (“ADSs”), and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) propose to sell to the several Underwriters an aggregate of [●] Class B Shares in the form of ADSs (collectively, the “Underwritten Securities”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional [●] Class B Shares (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The shares of the Company to be outstanding after gi
INDEMNITY AGREEMENTIndemnification Agreement • May 2nd, 2022 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ______________, 2022, by and between D-Market Elektronik Hizmetler ve Ticaret Anonim Şirketi, a Turkish company (the “Company”), and _____________ (“Indemnitee”).
ContractSub-Lease Agreement • May 1st, 2023 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL.
ContractLease Agreement • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
Shareholder's AgreementShareholder Agreement • June 17th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
Hanzade Vasfiye Doğan Boyner, a Turkish citizen with the Turkish ID number 26410796678 and residing at the address of Burhaniye Mahallesi Kısıklı Caddesi No:65 Üsküdar/İstanbul-Turkey ("HVDB");
ContractLease Agreement • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
ContractLease Agreement • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
ContractLease Agreement • June 17th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
ContractLease Agreement • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
ContractLease Agreement • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
ContractLease Agreement • May 1st, 2023 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL.
ADDITIONAL PROTOCOL FOR THE RENTAL CONTRACTAdditional Protocol for the Rental Contract • May 2nd, 2022 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses • Adana
On one side, D-Market Elektronik Hizmetler ve Tic. A.Ş. (“Tenant”) located at the address of Kuştepe Mah., Mecidiyeköy Yolu Cad., Trump Towers, No:12, Kule:2, Kat:2, Şişli/İstanbul, on the other side Emrenes Orman Ürünleri San. ve Tic. Ltd. Şti. (“Lessor”) located at the address of Fevzipaşa Mah. Turhan Cemal Beriker Bulv. No:388/A Seyhan/Adana has signed this Additional Protocol ("Protocol") by providing full agreement on the following issues and conditions. The Tenant and the Lessor shall be referred to as the "Parties" together and separately as the "Party".
ADDENDUMLease Addendum • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
ContractFramework Agreement for Electronic Communication Services • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
ADDITIONAL AGREEMENT BETWEEN TÜRK TELEKOMÜNİKASYON A.Ş AND TTNET A.Ş AND D-MARKET ELEKTRONİK HİZMETLER VE TİC. A.Ş (Hepsiburada.com) FOR THE PROVISION OF SERVER HOSTING AND DATA CENTER ACCESS SERVICESAdditional Agreement for Server Hosting and Data Center Access Services • May 1st, 2023 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
This Additional Agreement is concluded between Türk Telekomünikasyon A.Ş. (hereinafter referred to as “Türk Telekom”) with its registered office at Turgut Özal Bulvarı 06103 Aydınlıkevler/Ankara and TTNET A.Ş. “TTNET” with its registered office at Gayrettepe Mah., Vefa Bayırı Sok., No:2, Kat:3, Beşiktaş/İstanbul and D-MARKET ELEKTRONİK HİZMETLER VE TİC A.Ş (Hepsiburada.com) (hereinafter referred to as the “Client”) with its registered office at Kuştepe Mah. Mecidiyeköy Yolu Cad., Trump Towers, Kule 2, Kat:2, No:12, 34387 Şişli/İstanbul under the following conditions.
ContractSublease Agreement • April 30th, 2024 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL.
AGREEMENT RELATED TO THE GENERAL CONDITIONS OF THE FINANCIAL PROCEDURE FOR TRANSFER OF RECEIVABLEAgreement on the General Terms and Conditions of the Transfer Provision Financing Program • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CONTRIBUTION AGREEMENTContribution Agreement • April 30th, 2024 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
This contribution agreement (the “Agreement”) is made by and between D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi, a joint stock company incorporated under the laws of the Republic of Türkiye, with its registered address at Kuştepe Mah., Mecidiyeköy Yolu Cad. No:12, Trump Towers, Tower No:2, Şişli, Istanbul, republic of Turkiye and registered with the Istanbul Trade Registry under the registration number 436165-0 (“Hepsiburada”) and TurkCommerce B.V., a private company with limited liability incorporated under the laws of the Netherlands, with its statutory seat in Amsterdam, the Netherlands, its business address at Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands and registered with the Dutch trade register under number 62146440 (“TurkCommerce”) to set forth the terms by which TurkCommerce will contribute to the settlement amount that Hepsiburada has agreed to pay (and has in fact paid) under a settlement agreement (“Settlement”) for the purpose of resolving the clai
ContractSublease Agreement • May 1st, 2023 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL.
ContractLease Agreement • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
ContractWarehouse Lease Agreement • April 30th, 2024 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL.
ContractLease Agreement • May 28th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***].” SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
ContractLease Agreement • April 30th, 2024 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL.
