REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of June 8, 2015, by and between Wowo Limited, a company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and each of the parties set forth in Schedule 1 hereto (the “Rights Holders”). The Company and the Rights Holders are each referred to herein as a “Party,” and collectively as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.00001 per share, of Wowo Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
VOTING AGREEMENT AND THE GRANT OF PROXYVoting Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation • New York
THIS VOTING AGREEMENT AND THE GRANT OF PROXY (this “Agreement”) is made and entered into effective as of September 7, 2015 by and among:
VOTING AGREEMENTVoting Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation • New York
WHEREAS, Wowo Limited, a Cayman Islands company (the “Company”), New Admiral Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company SPV”), shareholders of Join Me Group (HK) Investment Company Limited (“JMU”), a limited liability company incorporated in Hong Kong, including the Controlled Affiliates of Ms. Zhu and Ms. Wang, have entered into a Share Purchase Agreement dated June 5, 2015 (the “SPA”), pursuant to which the Company SPV shall purchase all issued and outstanding ordinary shares of JMU, and shall pay certain cash consideration and transfer additional ordinary shares of the Company to the shareholders of JMU; and
Wowo Limited Third Floor, Chuangxin Building No. 18 Xinxi Road, Haidian District, Beijing People’s Republic of China (Nasdaq: WOWO) Lock-Up AgreementLock-Up Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation
Reference is made to the share purchase agreement entered into by shareholders of Join Me Group (HK) Investment Company Limited, New Admiral Limited and Wowo Limited (the “Company”) on the date hereof (the “SPA”) and a share subscription agreement entered into by Mr. Maodong Xu and the Company on the date hereof (the “Subscription Agreement”). All capitalized terms used but not otherwise defined in this letter agreement shall have the same meaning attributed to such term in the SPA.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 5, 2015 by and among New Admiral Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, (the “Purchaser”), those individuals whose names are set forth in Schedule A (collectively, the “Sellers” and individually a “Seller”) and Wowo Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Wowo”). Each of the Purchaser, the Sellers and Wowo are referred to as a “Party” and collectively as “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation • New York
This Subscription Agreement (this “Agreement”) is made as of June 5, 2015 by and among Wowo Limited, a company incorporated in the Cayman Islands (the “Company”) and Mr. Maodong Xu (the “Purchaser”). The Purchaser and the Company are sometimes each referred to herein as a “Party,” and collectively as the “Parties.”
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation
This Amendment to Share Purchase Agreement (this “Amendment”) is entered into as of September 7, 2015 by and among Wowo Limited, a Cayman Islands company (the “Wowo”), New Admiral Limited, a Cayman Islands company (the “Purchaser”), Ms. Xiaoxia Zhu and Ms. Huimin Wang (each of Ms. Xiaoxia Zhu and Ms. Huimin Wang, the “Sellers’ Representative”).
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2015 • Maodong Xu • Services-computer processing & data preparation
This Amendment to Subscription Agreement (this “Amendment”) is entered into as of September 7, 2015 by and between Wowo Limited, a Cayman Islands company (the “Company”), and Mr. Maodong Xu (the “Purchaser”).
