0001104659-17-028187 Sample Contracts

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”), dated June 15, 2016, is made in Beijing, the People’s Republic of China (“PRC”) by and among:

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AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT
Exclusive Purchase Option Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”), dated June 15, 2016, is made in Beijing, the People’s Republic of China (the “PRC”) by and among:

EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT
Exclusive Technology Consulting and Service Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (this “Agreement”), dated December 5, 2014, is made in Beijing, the People’s Republic of China (the “PRC”) by and among:

Business Operations Agreement
Business Operations Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This Business Operations Agreement (this “Agreement”) is made as of August 25, 2016, in Beijing, the People’s Republic of China (the “PRC”) by and among:

Equity Pledge Agreement
Equity Pledge Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated August 25, 2016, is made in Beijing, the People’s Republic of China (“PRC”) by and among:

EXCLUSIVE PURCHASE OPTION AGREEMENT
Exclusive Purchase Option Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”), dated August 25, 2016, is made in Beijing, People’s Republic of China (the “PRC”) by and among:

Business Operations Agreement
Business Operations Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This Business Operations Agreement (this “Agreement”) is made as of August 25, 2016, in Beijing, the People’s Republic of China (the “PRC”) by and among:

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of June 20, 2016 (the “Effective Date”), by and among JD.com, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”) and Newheight Holdings Ltd., a company incorporated under the laws of the Cayman Islands (the “Investor”).

INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT by and between JD.COM, INC. and (BEIJING JINGDONG FINANCIAL TECHNOLOGY HOLDING CO., LTD.) March 1, 2017
Intellectual Property License and Software Technology Services Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec • New York

This INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT (this “Agreement”), dated and effective as of March 1, 2017 (the “Effective Date”), is entered into by and between:

Amended and Restated Equity Pledge Agreement
Equity Pledge Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated June 15, 2016, is made in Beijing, the People’s Republic of China (“PRC”) by and among:

Amended and Restated Equity Pledge Agreement
Equity Pledge Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated June 15, 2016, is made in Beijing, the People’s Republic of China (“PRC”) by and among:

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec • New York

WHEREAS, the Purchaser is the direct or indirect owner of, or directly or indirectly controls, the Relevant Newheight Group Companies (as defined below);

Termination Agreement
Termination Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

Party A: Beijing Jingdong Century Trade Co., Ltd., a wholly foreign owned enterprise incorporated and duly existing under the laws of the PRC, with registered address at Room B168, Building 2, 99 Kechuang 14 Street, Beijing Economic and Technological Development Zone, Beijing;

FRAMEWORK AGREEMENT by and among JD.COM, INC., JD.COM INTERNATIONAL LIMITED, (SUQIAN YITONG INFORMATION TECHNOLOGY CO., LTD.), (SUQIAN LIMAO DONGHONG INVESTMENT MANAGEMENT CO., LTD.), (BEIJING JINGDONG FINANCIAL TECHNOLOGY HOLDING CO., LTD.), (SUQIAN...
Framework Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec • New York

WHEREAS, this Agreement contemplates the termination of the VIE Structure of Suqian Limao and the transfer of all Equity Securities of Suqian Yitong to JD Finance Sub at the Closing, as a result of which JD Group will deconsolidate Suqian Limao and JD Finance;

LOAN AGREEMENT
Loan Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec

Lender: Beijing Jingdong Century Trade Co., Ltd., with registered address at Room B168, Building 2, No. 99, Kechuang 14 Street, Beijing Economic and Technological Development Zone, Beijing;

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