EX-10.11

EX-10.11 14 d567445dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

SERIES C PREFERRED SHARE PURCHASE AGREEMENT

THIS SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made on October 31, 2016 (the “Signing Date”) by and among:

(1)	Aurora Mobile Limited, an exempted company duly incorporated with limited liability and validly existing under the laws of Cayman Islands (the “Company”),

(2)	the parties listed on Part I of Exhibit A attached hereto (the “Investors”, and each a “Investor”),

(3)	the parties listed on Part II of Exhibit A attached hereto (the “Founder Parties”, and each a “Founder Party”), and

(4)	the parties listed on Part III of Exhibit A attached hereto (the “Major Subsidiaries”, and each a “Major Subsidiary”).

Each of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

A. The Domestic Company and the WFOE are engaged in internet information push service technology and related business (the “Business”). The Company seeks expansion capital to grow the Business and, correspondingly, seeks to secure an investment from the Investors, on the terms and conditions set forth herein.

B. The Investors desire to invest in the Company by subscribing for and purchasing certain Series C Preferred Shares, and the Company desires to issue and sell such Series C Preferred Shares to the Investors, pursuant to the terms and subject to the conditions of this Agreement.

C. The Parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreements set forth herein on the terms and conditions set forth herein.

AGREEMENT

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 hereby agree as follows:

1.	DEFINITIONS

Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth in Exhibit B.

2.	TRANSACTIONS

2.1

Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company agrees to issue and sell to the Investors: an aggregate number of 253,968 Series C Preferred Shares (the “Purchase Shares”) at a per share issue price of US$ 47.25 for an aggregate purchase price of US$12,000,000 (the “Purchase Price”). Each Investor, severally and not jointly, agrees to subscribe for and purchase from the Company its portion of the Purchase Shares for its portion of the Purchase Price as set forth opposite such Investor’s name on Part I of Exhibit A. The Company’s agreement with each Investor is a separate agreement, and the sale and issuance of the Purchase Shares to each Investor is a separate sale and issuance.

2.2

Authorization. As of the Closing Date, the Company will have authorized the issuance, pursuant to the terms and conditions of this Agreement 253,968 Series C Preferred Shares at a per share issue price of US$47.25. The Company shall have also authorized the reservation and issuance of the Common Shares into which Series C Preferred Shares are convertible.

2.3

ESOP. As of the Closing Date, the Company shall have reserved a total of 177,778 Common Shares, representing 2.5997% of the Company’s issued share capital (on a fully diluted basis) as of immediately after the Closing, for issuance pursuant to share options granted under the Company’s employee share option plan (the “ESOP”). The further reservation of Common Shares for ESOP shall be subject to the restrictions of the Memorandum and Articles.

CLOSING

3.1

Closing. The consummation of the purchase and sale of the Purchase Shares (the “Closing”) shall take place remotely via the exchange of documents and signatures on a date (the “Closing Date”) that is no later than three (3) Business Days after all Closing Conditions (except for such Closing Conditions that will be satisfied at the Closing, but nonetheless subject to the satisfaction or waiver thereof at the Closing) have been satisfied or waived (or such other time and place as the Company and the Investors shall mutually agree).

3.2

Procedure.

(i)

Closing Deliverables. At the Closing, the Company shall deliver (or cause to be delivered) to each Investor, (i) a true copy of the Company’s updated register of members of the Company certified by a director of the Company, reflecting such Investor’s ownership of the portion of the Purchase Shares purchased by such Investor pursuant to Section 2.1 and (ii) to the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the reasonable satisfaction of the closing conditions pursuant to Section 5.1. Within fifteen (15) days after the Closing Date, the Company shall deliver to each Investor (i) an original share certificate representing the respective portion of the Purchase Shares purchased by such Investor, and (ii) a true copy of the Company’s updated register of members of the Company certified by the registered agent of the Company, reflecting such Investor’s ownership of the portion of the Purchase Shares purchased by such Investor pursuant to Section 2.1.

(ii)

Closing Payment. At the Closing and against the delivery of the items pursuant to Section 3.2(i) above, each Investor shall pay its portion of the Purchase Price payable in cash at the Closing to the Company by wire transfer of immediately available funds to a bank account designated by the Company. The Company shall provide its bank account information to the Investors at least three (3) Business Days prior to the Closing Date.

4.	REPRESENTATIONS AND WARRANTIES

4.1

Representations and Warranties of Covenantors. Subject to such exceptions as may be specifically set forth in the Disclosure Schedule attached hereto as Exhibit E (the “Disclosure Schedule”), each of the Company, the Major Subsidiaries and the Founder Parties (collectively, the “Covenantors”) hereby, jointly and severally, represents and warrants to the Investors that each of the statements contained in Exhibit D attached hereto (the “Covenantor Representations and Warranties”) is true and complete as of the Signing Date and will be true and correct as of the Closing Date.

4.2

Representations and Warranties of the Investors. Each Investor hereby, severally but not jointly, represents and warrants to the Covenantors that the representations and warranties set forth in this Section 4.2 with respect to such Investor itself (the “Investor Representations and Warranties”) are true and correct as of the Signing Date and will be true and correct as of the Closing Date:

(i)

Due Organization. Such Investor is duly incorporated, organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the laws of the jurisdiction of its incorporation or organization.

(ii)

Authorization. Such Investor has all requisite power, authority and capacity to enter into the Transaction Documents to which it is a party, and to perform its obligations hereunder and thereunder. Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Investor. Each Transaction Document to which such Investor is a party, when executed and delivered by such Investor, will constitute valid and legally binding obligations of it, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, moratorium, reorganization, and other laws of general application affecting the enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(iii)

Accredited Investor. Each Investor either (1) is an Accredited Investor within the definition set forth in Rule 501(a) under Regulation D of the Act, or (2) is not a “U.S. Person” (as such term is defined in Regulation S promulgated under the Act (“Regulation S”)) and is not subscribing for the Purchase Shares for the account or benefit of any U.S. Person (as defined in Regulation S).

(iv)

Purchase for Own Account. The Purchase Shares will be acquired for such Investor’s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.

5.	CONDITIONS

5.1

Closing Conditions. The obligation of each Investor to purchase its portion of the Purchase Shares and pay its portion of the Purchase Price on the Closing Date is subject to the satisfaction, or waiver by such Investor, of each of the following conditions (the “Closing Conditions”):

(i)

Representations and Warranties. The Covenantor Representations and Warranties shall be true and correct and complete without any Material Adverse Effect as of the Signing Date and as of the Closing Date, with the same force and effect as if they were made on and as of such date.

(ii)

Performance of Obligations. Each Covenantor shall have performed and complied with all agreements, obligations and conditions contained in the Transaction Documents that are required to be performed or complied with by it on or before the Closing.

(iii)

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated under this Agreement and the other Transaction Documents and all documents and instruments incident to such transactions shall be completed and reasonably satisfactory in substance and form to the Investors.

(iv)

Consent. All approval, authorization or consent, including but not limited to the approval and consent granted by the government, the existing shareholders of the Company waiving their preemptive rights, rights of first offer and any other rights that they may have in relation to the purchase and subscription of the Series C Preferred Shares, and all approvals, authorizations or consents necessary for consummation of the transactions contemplated under this Agreement and the other Transaction Documents shall be obtained.

(v)

Closing Documents.

(a)

Memorandum and Articles. The third amended and restated memorandum and articles of associations in the form attached hereto as Part I of Exhibit F (the “Memorandum and Articles”) shall have been duly adopted by all necessary action of the board of directors and the members of the Company, and such adoption shall have become effective prior to the Closing with no alternation or amendment as of the Closing Date.

(b)

Shareholders’ Agreement. The third amended and restated shareholders’ agreement in the form attached hereto as Part II of Exhibit F (the “Shareholders’ Agreement”) shall have been duly executed and delivered by the parties thereto.

(c)

Management Rights Letter. TCL shall have received from the Company a management rights letter in the form attached hereto as Part III of Exhibit F (the “Management Rights Letter”).

(d)

Confidentiality and Non-Competition Agreement. Each of the Founders and the other key employees (the “Key Employees”) listed on Part III(A) of Exhibit C shall have entered into an employment contract and an employee confidentiality and invention assignment agreement and non-competition agreement in the form satisfactory to the Investors, with no less than two years’ non-competition and confidentiality period.

(e)

Closing Certificate. The Covenantors shall have executed and delivered to the Investors at the Closing a certificate dated as of the Closing Date (i) stating that the conditions specified in this Section 5.1 have been fulfilled as of the Closing Date, (ii) all corporate and other proceedings in connection with the transactions to be completed at the Closing and all documents incident thereto, including without limitation written approval from all of the then current holders of equity interests of each Group Company, as applicable, with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, shall have been completed, and each Group Company shall have delivered to the Investors all such counterpart copies of such documents as the Investor may reasonably request, and (iii) attaching thereto (a) the charter documents of the Group Companies as then in effect, (b) copies of all resolutions approved by the shareholders and boards of directors of each Group Company related to the transactions contemplated hereby, and (c) with respect to the Company from the registrar of companies of Cayman Islands, the good standing certificate and with respect to the Group Companies which are incorporated under the laws of the PRC, the up to date business license of such entity.

(vi)

Board Observer Appointment. TCL has appointed an observer of the Board (the “Board Observer”) to each of the Group Companies. The shareholders and directors of each of Group Companies have approved this appointment.

(vii)

Due Diligence. The Investors’ legal, financial, technology and business due diligence investigation of the Company shall have been completed to their satisfaction.

(viii)

Written Waiver. Founder 1 shall have delivered to the Company and the Investors a written waiver letter, in form and substance satisfactory to the Investors, from any one of the institutional investors of Shenzhen Micro Mobile Telecommunication Information Technology Co., Ltd (深圳市微讯移通信息技术有限公司) (the “Founder 1 Business Company”) in relation to waiver of Founder 1’s full time commitment or any and all other similar undertakings or covenants in favor of the Founder 1 Business Company and/or the shareholders of the Founder 1 Business Company.

(ix)

No Material Adverse Effect. There shall have been no event or events which would have a Material Adverse Effect on the Group Companies or their businesses, operations, technologies, assets or other financial conditions. None of the Group Companies has taken any step, action or measure (or omitted to take the same), which has or could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(x)

Legal Opinions. The PRC counsel to the Company shall have issued a signed PRC legal opinion dated as of the Closing Date and addressed to each Investor in form and substance satisfactory to each Investor. The Cayman Islands counsel to the Company shall have issued a signed Cayman Islands legal opinion dated as of the Closing Date and addressed to each Investor in form and substance satisfactory to such Investor.

(xi)

Investment Committee Approval. The Investors shall have obtained all required approvals from their respective investment committees with respect to the consummation of the transactions contemplated by this Agreement.

(xii)

Outbound Investment Procedures. The Investors shall have obtained and completed all required approvals and procedures for its outbound investment in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents (if applicable).

(xiii)

Directors Consent. The Investors shall have received a directors’ resolution evidencing all the Directors have approved that US$150,000 was paid to purchase the shares of Skymind Inc..

(xiv)

HAKIM Shares Transfer. The Investors shall have received the payment vouchers of HAKIM Shares Transfer and a commitment letter executed by HAKIM, in form and substance satisfactory to the Investors, indicating that HAKIM has approved the transactions herein and all Transaction Documents.

(xv)

Commitment Letter. TCL shall have received a commitment letter executed by Founder 1, in form and substance satisfactory to TCL, evidencing that Founder 1 will fully perform his obligation of Section 6.12.

5.2

Conditions to Covenantors’ Obligations at Closing. The obligation of the Covenantors to issue and sell the Purchase Shares at the Closing is subject to the satisfaction, or waiver by the Company, of each of the following conditions:

(i)

Representations and Warranties. The Investor Representations and Warranties shall be true and correct as of the Signing Date and as of the Closing Date, with the same force and effect as if they were made on and as of such date.

(ii)

Performance of Obligations. Each Investor shall have performed and complied with all agreements, obligations and conditions contained in the Transaction Documents that are required to be performed or complied with by it on or before the Closing.

COVENANTS

6.1

Use of Proceeds. Unless otherwise provided in the budget of the Company approved by the Board, any and all of the proceeds from the sale of the Purchase Shares shall be injected into the WFOE for increasing the registered capital of the WFOE to be used for research and development, business development, marketing and working capital of the Group Companies, and other capital expenditure. Unless otherwise stated, no proceeds will be used in the payment of any Indebtedness of the Group Companies or in the repurchase, redemption or cancellation of securities held by any shareholders without the prior consent of the Investors.

6.2

Indemnity.

(i) The Covenantors shall, and hereby agree to, jointly and severally indemnify and hold harmless each Investor, and such Investor’s Affiliates, directors, officers, agents and assigns (each, an “Indemnified Person”), from and against any and all Indemnifiable Losses suffered by such Indemnified Person, directly or indirectly, as a result of, or based upon or arising from (a) any inaccuracy in or breach or non-performance of any of the representations, warranties, covenants or agreements made by any Covenantor in or pursuant to this Agreement or any other Transaction Documents, (b) any Group Company’s failure to pay any tax or Social Insurance in accordance with the applicable laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (c) any Group Company’s failure to comply with any applicable laws during any time prior to the Closing; (d) any liability attributable to the infringement, violation or misappropriation of any Intellectual Property rights of any third party by any Group Company; (e) any Group Company’s failure to timely obtain any consent or permit from any competent governmental authority in accordance with applicable laws; (f) any failure by any shareholder of Group Companies to file and/or pay tax in connection with any transfer of equity interests of any Group Company effected prior to the Closing Date; and (g) any litigation, arbitration, investigations that are brought against any Group Company for matters that incurred before or are attributable to any event or situation incurred or existed before the Closing Date. The rights contained in this Section 6.2 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation.

(ii) Founder 1 shall, and hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnifiable Losses suffered by such Indemnified Person, directly or indirectly, arising from Founder 1’s breach of full time commitment or other similar covenants or undertakings to any Person other than the Group Companies and Investors. The rights contained in this Section 6.2 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation.

(iii) Each Indemnified Party will notify each of the Covenantors and the other Parties in writing of any Action against such Indemnified Party in respect of which any Covenantor is or may be obligated to provide indemnification hereunder promptly after the receipt of notice or knowledge of the commencement thereof. The failure of any Indemnified Party to notify any Covenantor shall not relieve such Covenantor from any Liability which it may have to such Indemnified Party under this Section 6.2 or otherwise unless the failure to so notify results in the forfeiture by such Covenantor of substantial rights and defense and will not in any event relieve such Covenantor from any obligations other than the indemnification provided for herein. Each Covenantor will have the right to participate in and, to the extent it so desires, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. Such participation made by any Covenantor to assume the defense shall not be deemed an acknowledgement that such Covenantor is subject to indemnification hereunder. However, such Indemnified Party will have the right to retain a separate counsel and to participate in the defense thereof, with the fees and expenses of such counsel to be paid by the Covenantors if representation of such Indemnified Party by the counsel retained by the Covenantors would be, in such Indemnified Party’s view, inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The Covenantors will be responsible for the expenses of such defense even if it does not elect to assume such defense. None of the Covenantors may, except with the consent of such Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of such Indemnified Party of all liabilities in respect of such Action.

6.3

Compliance of Laws. Each of the Group Companies shall, and the Covenantors shall cause each of the Group Companies to, conduct their respective business as currently conducted or proposed to be conducted in compliance with all applicable laws of each relevant jurisdiction on a continuing basis in all material respects. Without limiting the generality of the foregoing, (A) each of the Group Company shall, and the Covenantors shall cause each of the Group Companies to, (i) refrain from conducting any operations or other activities that is in conflict with or in violation of the applicable laws of PRC without the requisite approvals, permits, licenses, authorizations, certifications, registrations, filings or other governmental approval necessary for its respective business and operations as now conducted issued by the competent governmental authority of the PRC; (ii) at all times comply with all applicable employment laws in material aspects in each applicable jurisdiction; (iii) comply with all applicable tax laws and all record-keeping, reporting, and other legal requirements necessary for such Group Company to comply with any applicable tax law or to allow the Investors to avail themselves of any applicable provision of tax laws and the Covenantors will also provide the Investors with any documentation or information reasonably requested in writing by the Investors to allow the Investors to comply with applicable tax laws; and (iv) at all times comply with all applicable Intellectual Property laws in material aspects, and obtain and maintain any and all licenses and authorizations required under the applicable laws for all patents, copyrighted materials, trademarks, service marks, logos, tradenames or any other contents that are used in the businesses of the Group Companies; and (B) the Covenantors shall, on a continuous basis, cause each of the record and beneficial owners of shares and equity interest in the Company, who is a “domestic resident” (as defined in Circular 37) and beneficially holds equity securities in the Company, to duly complete, obtain and keep current the foreign exchange registration with the competent local branch of the SAFE with respect to his/her direct and indirect record and beneficial ownership of shares and equity interest in the Company in accordance with the requirements of Circular 37, any other applicable SAFE rules and regulations and the requirement of local branch of the SAFE.

6.4

Satisfaction of Conditions. The Covenantors shall use their respective best effort to satisfy (or cause the satisfaction of) of the Closing Conditions as soon as practicable.

6.5

Executory Period Covenants.

(i) Access. Between the Signing Date and the Closing Date (unless this Agreement is terminated pursuant to Section 7.10), the Covenantors shall permit the Investors, or any representative thereof, to (i) visit and inspect the properties of the Group Companies, (ii) inspect the contracts, books of account, records, ledgers, and other documents and data of the Group Companies, (iii) discuss the business, affairs, finances and accounts of the Group Companies with officers and employees of the Group Companies, and (iv) review such other information as the Investors reasonably request, in such a manner so as not to unreasonably interfere with their normal operations.

(ii) Covenants. Prior to the Closing, except as the Investors otherwise agree in writing or the transactions contemplated under the Transaction Documents, each of the Group Companies shall, and the Covenantors shall cause each of the Group Companies to, (i) conduct its business in the ordinary course consistent with past practice, as a going concern and in compliance with all applicable laws and contracts of such Group Company, (ii) pay or perform its debts, taxes, and other obligations when due, (iii) maintain its assets in a condition comparable to their current condition, reasonable wear, tear and depreciation excepted, (iv) use reasonable best efforts to preserve intact its current business organizations and keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it, (v) otherwise periodically report to the Investors concerning any major change in the status of its business, operations and finance, and (vi) take all actions reasonably necessary, to consummate the transactions contemplated hereby promptly, including the taking of all reasonable acts necessary to cause all of the conditions precedent of the Investors to be satisfied.

(iii) Negative Covenants. Prior to the Closing, except as the Investors otherwise agree in writing or the transactions contemplated under the Transaction Documents, none of the Group Companies shall (and the Covenantors shall not permit any of the Group Companies to) (i) take any action that would make any of the Covenantor Representations and Warranties inaccurate at the Closing, (ii) waive, release or assign any material right or claim, (iii) take any action that would reasonably be expected to materially impair the value of the Group Companies, (iv) sell, purchase, assign, lease, transfer, pledge, encumber or otherwise dispose of any material asset, (v) issue, sell, or grant any equity security unless otherwise pursuant to the Transaction Documents, (vi) declare, issue, make, or pay any dividend or other distribution with respect to any equity security of any Group Company, (vii) incur any Indebtedness for borrowed money or capital lease commitments or assume or guarantee any Indebtedness of any Person, (viii) enter into any contract or other transaction with any Related Party unless otherwise pursuant to the Transaction Documents, or (ix) authorize, approve or agree to any of the foregoing.

(iv) Information. Between the Signing Date and the Closing Date (unless this Agreement is terminated pursuant to Section 7.10), (i) the Company shall promptly notify the Investors of any Action commenced or threatened in writing against any Group Company, (ii) each Covenantor shall promptly notify the Investors of any breach, violation or non-compliance of any representation, warranty or covenant made by any Covenantor hereunder, and (iii) the Company will promptly provide the Investors with copies of all correspondence and inquiries to and from, and all filings made with, any governmental authority with respect to the transactions contemplated hereby.

6.6

Fees and Expenses. At the Closing, the Company shall promptly pay and reimburse TCL for all out-of-pocket documented legal, professional and other third-party fees, costs and expenses incurred by TCL in connection with the conduct of its legal, business and financial due diligence and its negotiation, preparation, execution and completion of this Agreement and any other Transaction Documents hereunder and thereunder (the “Expenses”) for an amount up to US$30,000 (or its equivalent in other currency). If the Closing is effected, the Company shall reimburse all Expenses incurred by TCL for an amount up to US$30,000 (or its equivalent in other currency) by wiring such amount to the bank account designated by TCL within five (5) Business Days after the Closing Date. If the Closing fails to occur for any reason attributable to any Group Company or the Founder Parties, the Company shall reimburse all Expenses incurred by TCL for an amount up to US$60,000 (or its equivalent in other currency), within five (5) Business Days upon the demand of TCL. If the Closing fails to occur for any reason attributable to the Investors, each Party shall pay all of its respective Expenses.

6.7

Exclusivity. Between the Signing Date and the Closing Date (unless this Agreement is terminated pursuant to Section 7.10), the Covenantors shall not, and they shall not permit any of the Company’s Affiliates or any Group Company to, directly or indirectly solicit, initiate, respond to, participate in any way in, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or approve or authorize any transaction with any Person other than the Investors that would involve an investment in, purchase of shares of, or acquisition of any Group Company or any material assets thereof or would be in substitution or an alternative for or would impede or interfere with the transactions contemplated hereby. The Covenantors shall, and shall cause the Company’s Affiliates and the Group Companies to, immediately terminate all existing activities, discussions and negotiations with any third parties with respect to the foregoing, and if any of them hereafter receives any correspondence or communication that constitutes, or could reasonably be expected to lead to, any such transaction, they shall immediately give notice thereof (including the third party and the material terms of such transaction) to the Investors.

6.8

Confidentiality. From the Signing Date, each Party shall, and shall cause any Person who is controlled by such Party to, keep confidential the terms, conditions, and existence of this Agreement, the other Transaction Documents and any related documentation, the identities of any of the Parties, and other information of a non-public nature received from any other Party or prepared by such Party exclusively in connection herewith or therewith (collectively, the “Confidential Information”) except as the Company and the Investors shall mutually agree otherwise; provided, that any Party hereto may disclose Confidential Information or permit the disclosure of Confidential Information (a) to the extent required by applicable laws or the rules of any stock exchange; provided that such Party shall, where practicable and to the extent permitted by applicable laws, provide the other Parties with prompt written notice of that fact and use all reasonable efforts to seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy; and in such event, such Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to keep such information confidential to the extent reasonably requested by any such other Parties, (b) to its officers, directors, employees, and professional advisors on a need-to-know basis, (c) in the case of each of the Investors, to its auditors, counsel, directors, officers, employees, fund managers, shareholders, partners or investors so long as such Party advises each Person to whom any Confidential Information is so disclosed as to the confidential nature thereof, and (d) to its current or bona fide prospective investors, investment bankers and any Person otherwise providing substantial debt or equity financing to such Party on a need-to know basis for the performance of its obligations in connection thereof so long as the Party advises each Person to whom any Confidential Information is so disclosed as to the confidential nature thereof. For the avoidance of doubt, Confidential Information does not include information that (i) was already in the possession of the receiving Party before such disclosure by the disclosing Party, (ii) is or becomes available to the public other than as a result of disclosure by the receiving Party in violation of this Section 6.9, or (iii) is or becomes available to the receiving Party from a third party who has no confidentiality obligations to the disclosing Party. Save as to disclosures required under applicable laws or the rules of any stock exchanges, each Party shall not, and shall cause its Affiliate(s) not to, make any announcement regarding the consummation of the transaction contemplated by this Agreement, the other Transaction Documents and any related documentation in a press release, conference, advertisement, announcement, professional or trade publication, marketing materials or otherwise to the general public without the other Parties’ prior written consents.

6.9

Founder 1 Resignation. Within twelve (12) months following the Closing, Founder 1 shall resign any and all position other than director in any company other than the Group Companies so as to no longer operation or manage any company other than the Group Companies and shall complete any and all necessary approval, registration, filings and any other required procedures in relation thereto with the competent governmental authorities. Without prejudice to the foregoing, Founder 1 hereby covenants and agrees that Founder 1 shall not be involved in or spend his business time in the daily operation of Founder 1 Business Companies.

6.10

Domestic Nominee. As soon as practicable upon the request of any Investor, the Covenantors shall cause the representatives nominated by such Investor to become a shareholder of the Domestic Company, holding the same percentage of the equity interests of the Domestic Company with such Investor’s respective shareholding in the Company at the minimum price as required by applicable laws (and the transferors shall waive such purchase price) and complete any and all necessary approval, registration, filings and any other required procedures in relation thereto with the competent governmental authorities.

6.11

Performance of the PRC Companies. The Covenantors undertake that: (i) the audited revenue of the PRC Companies (on consolidated basis) for the fiscal year ended on December 31, 2016 (“2016 Fiscal Year”) shall be no less than RMB 80,000,000 (“2016 Fiscal Year’s Committed Revenue”); and (ii) the audited revenue of the PRC (on consolidated basis) Companies for the fiscal year ended on December 31, 2017 (“2017 Fiscal Year”) shall be no less than RMB 120,000,000(“2017 Fiscal Year’s Committed Revenue”, together with 2016 Fiscal Year’s Committed Revenue, the “Committed Revenue”). The amount of the revenue of 2016 Fiscal Year and 2017 Fiscal Year shall be verified by auditors qualified for securities practice (证券业务资格), and the auditors shall be jointly appointed by the Company, Guohai and TCL.

6.12

Compensation by Founder 1 (Luo Weidong) and the Group Companies. If the PRC Companies fail to achieve the Committed Revenue in Section 6.12, and the actual revenue of either 2016 Fiscal Year or 2017 Fiscal Year is less than 90% of the Committed Revenue of such fiscal year (“Compensation Year”), Founder 1 and the Group Companies shall, jointly and severally, compensate each of the Investors in one of the following methods or the combination of the following methods as agreed among Founder 1, Group Companies and the Investors and as applicable:

(i)

Founder 1 and the Group Companies shall, jointly and severally, compensate TCL, Mandra and/or Genesis respectively and as applicable, in cash. The formula for compensation in such year shall be:

Compensation amount = TCL/Mandra/Genesis’ portion of the Purchase Price as set forth on Part I of Exhibit A ×(Committed Revenue of such Compensation Year-Actual audited revenue of such Compensation Year ) / Committed Revenue of such Compensation Year

The cap of the compensation amount paid to TCL is US$ 3,048,100. The cap of the compensation amount paid to Mandra is US$1,143,100. The cap of the compensation amount paid to Genesis is US$381,000

(ii)

Founder 1 shall transfer certain number of Shares to TCL, Mandra and/or Genesis respectively and as applicable, to adjust shareholding percentage of TCL, Mandra and/or Genesis in the Company according to the formula below:

The adjusted shareholding percentage of TCL, Mandra and/or Genesis = initial shareholding percentage in respect of Series C Preferred Shares of TCL, Mandra and/or Genesis as set forth on Part B of Exhibit C ×Committed Revenue of such Compensation Year / Actual audited revenue of such Compensation Year

The total consideration for the Shares transferred by Founder 1 to TCL, Mandra and/or Genesis pursuant to Section 6.12 (ii) shall be nil or RMB1, and the taxes incurred in relation to such transfer shall be borne by TCL, Mandra and/or Genesis. The cap of TCL’s shareholding percentage in the Company after the adjustment made pursuant to Section 6.12 (ii) is 4 %, the cap of Mandra’s shareholding percentage in respect of Series C Preferred Shares in the Company after the adjustment made pursuant to Section 6.12 (ii) is 1.5%, and the cap of Genesis’ shareholding percentage in the Company after the adjustment made pursuant to Section 6.12 (ii) is 0.5%; provided that the valuation of the Company shall be no lower than US$ 200,000,000.

If the PRC Companies fail to achieve the Committed Revenue in both 2016 Fiscal Year and 2017 Fiscal Year, the Investors may each choose the year with higher compensation amount and/or adjusted shareholding percentage, as applicable. For the avoidance of doubt, Founder 1 and the Group Companies are not obligated to compensate for both 2016 Fiscal Year and 2017 Fiscal Year.

6.13

Termination of Section 6.12. After the Closing, Section 6.12 shall be terminated if the Company satisfies all of the following conditions: (i) the valuation of the Company immediately prior to any round of future financing is no lower than US$ 550,000,000; (ii) Guohai’s Internal Rate of Return reaches 30 % as a result of such round of future financing; (iii)Investor’s Internal Rate of Return reaches 30 % as a result of such round of future financing; (iv) the total investment of new investors during next series of future financing exceeds US$20,000,000 at a per share issued price more than US$47.25 (excluding Founders and their affiliates); (v) regarding the rights under Section 6.12, if the new investors have any rights, privileges or protections more favorable than those granted to the Investors, those rights, privileges or protections granted to the new investors shall be automatically applicable to Investors.

6.14

Lease Registrations. Within six (6) months following the Signing Date, the Group Companies shall complete the lease registrations with governing authorities pursuant to applicable laws.

6.15

Sublease Consent. Following the Closing and as soon as practicable, the Group Companies shall obtain the sublease consent from the owner of the leased housing evidencing that the Group Companies have the right to sublease the housing from the lessor.

6.16

Shareholder Loan. Within three (3) months following the Signing Date, the shareholder loans as set forth on Exhibit G shall be solved in the way satisfactory to the Investors.

6.17

Financial System. Within three (3) months following the Signing Date, the Group Companies shall engage auditors to implement an adequate system of procedures and controls with respect to finance of each Group Company in compliance with applicable laws. The Covenantors hereby undertake that each Group Company shall maintains and will continue to maintain a standard system of accounting established and administered in accordance with applicable laws, PRC GAAP and IPO requirements since the fiscal year of 2016.

6.18

Business Contracts. Within six (6) months following the Signing Date, the Group Companies shall manage the business contracts in accordance with sound business practices, including but not limited to the renewal of expired business contracts and supplement of the executed date of the business contracts without the executed date.

6.19

Social Insurance. Following the Closing, during the period as required by the Investors, Group Companies shall fully contribute to the statutory Social Insurance, housing provident fund and personal income tax on behalf of their respective employees in accordance with the applicable laws and regulations. The Covenantors shall, jointly and severally indemnify and hold harmless the Indemnified Person, from and against any and all Indemnifiable Losses suffered by such Indemnified Person, directly or indirectly, as a result of, or based upon or arising from any Group Company’s failure to pay any tax or Social Insurance.

6.20

Industry and Commerce Registrations. Within six (6) months following the Signing Date, the Group Companies shall complete the industry and commerce registrations of all the offices (including but not limited to the offices located in Beijing, Shanghai and Chengdu) with governing authorities pursuant to applicable laws and regulations.

6.21

Related Party Transaction. Within six (6) months following the Signing Date, the Group Companies shall complete the management system and pricing mechanism for the related party transaction.

6.22

Certificate of Employment of Foreigner. Within six (6) months following the Signing Date, the Domestic Company shall obtain the certificate of employment of foreigner in order to employ foreigners in accordance with the applicable laws and regulations.

6.23

Execution of Cooperation Contract. Within one (1) month following the Closing, the Group Companies shall execute a Data Service Cooperation Contract with TCL or a third party designated by TCL, in form satisfactory to TCL.

6.24

Spouse Consent. Within one (1) month following the Closing, the spouses of each shareholder of Domestic Company shall execute a spouse consent letter respectively, in form and substance satisfactory to the Investors, as a portion of the Control Documents.

6.25

Genesis Shares Transfer. As soon as possible following the Closing, the Investors shall have received a deed of adherence executed by Genesis and the Company, in form and substance satisfactory to the Investors, indicating that Genesis shall adhere to, observe, perform and be bound by all the duties and obligations related to the transferred Series A Preferred Shares.

6.26

As soon as possible following the Closing, each of the Key Employees listed on Part III(B) of Exhibit C shall have entered into an employment contract and an employee confidentiality and invention assignment agreement and non-competition agreement in the form satisfactory to the Investors, with no less than two years’ non-competition and confidentiality period.

7.	MISCELLANEOUS

7.1

Governing Law. This Agreement shall be governed by and construed under the laws of Hong Kong, without regard to principles of conflict of laws thereunder.

7.2

Dispute Resolution.

(i)

Any dispute, controversy or claim arising out of, in connection with or relating to this Agreement, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled by arbitration.

(ii)

The arbitration shall be conducted in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the notice of arbitration is submitted in accordance with the said Rules. The number of arbitrators shall be three. The arbitration shall be conducted in the English language.

(iii)

Each Party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any doctrine of legal privilege or any confidentiality obligations binding on such Party.

(iv)

The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal.

(v)

When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Agreement.

(vi)

The award of the arbitration tribunal shall be final and binding upon the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

(vii)

Regardless of anything else contained herein, any Party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the conclusion of the arbitration.

7.3

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the addresses specified on Part IV of Exhibit A (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.3).

7.4

Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties whose rights or obligations hereunder are affected by such terms and conditions. This Agreement, and the rights and obligations hereunder, shall not be assigned without the mutual written consents of the Investors and the Company; provided that each Investor may without consent of the other Parties under this Agreement assign its rights and obligations to its Affiliate(s) or to any third party purchaser in connection with the transfer of Purchase Shares held by such Investor to such third party purchaser so long as such transfer is made in accordance with the Shareholders’ Agreement.

7.5

Severability. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable laws in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law.

7.6

Waiver and Amendment. Any Party may (a) extend the time for the performance of any of the obligations or other acts of another Party, (b) waive any inaccuracies in the representations and warranties of another Party contained herein or in any document delivered by another Party pursuant hereto or (c) waive compliance with any of the agreements of another Party or conditions to such Party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights. This Agreement may not be amended or modified except (a) by an instrument in writing signed by the Company, the Founder Holdco 1, the Founder Holdco 2 and the Investors, or (b) by a waiver in accordance with the immediately preceding sentence.

7.7

Interpretation. For all purposes of this Agreement, except as otherwise expressly provided, (a) the defined terms shall have the meanings assigned to them in its definition and include the plural as well as the singular, and pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; (b) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement unless explicitly stated otherwise, and all references in this Agreement to designated exhibits are to the exhibits attached to this Agreement unless explicitly stated otherwise, (c) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (d) the word “knowledge” means, with respect to a Person’s “knowledge”, the actual knowledge of such Person, and that knowledge which should have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent business person would have made or exercised in the management of his or her business affairs, including but not limited to due inquiry of all officers, directors, employees, consultants and professional advisers (including attorneys, accountants and auditors) of the Group Companies and of its Affiliates who could reasonably be expected to have knowledge of the matters in question, and where any statement in the representations and warranties hereunder is expressed to be given or made to a Person’s knowledge, or so far as a party is aware, or is qualified in some other manner having a similar effect, the statement shall be deemed to be supplemented by the additional statement that such party has made such due inquiry and due diligence, (e) the titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement, (f) any reference in this Agreement to any “Party” or any other Person shall be construed so as to include its successors in title, permitted assigns and permitted transferees, (g) any reference in this Agreement to any agreement or instrument is a reference to that agreement or instrument as amended or novated and (h) this Agreement is jointly prepared by the Parties and should not be interpreted against any Party by reason of authorship.

7.8

Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.

7.9

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

7.10

Termination.

(i) Termination of Agreement. This Agreement may be terminated prior to the Closing (a) by mutual written consent of the Parties, (b) by an Investor with respect to such Investor if the Closing has not occurred within forty five (45) days after the Signing Date, (c) by an Investor with respect to such Investor by written notice to the Company if there has been a material misrepresentation or breach of a covenant or agreement contained in this Agreement on the part of any Covenantor, or (d) by an Investor with respect to such Investor if, due to any change of the applicable laws, the consummation of the transactions contemplated hereunder would become prohibited under applicable laws.

(ii) Effect of Termination. If this Agreement is terminated pursuant to the provision of Section 7.10(i), this Agreement will be of no further force or effect, provided that, if only one Investor terminates this Agreement pursuant to Section 7.10(i)(b), Section 7.10(i)(c) or Section 7.10(i)(d), this Agreement shall be of no further force or effect with respect to such Investor terminating this Agreement; provided further that no Party shall be relieved of any liability for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation.

(iii) Survival. The provisions of Sections 1, 6.2, 6.8, and 7 shall survive the expiration or early termination of this Agreement.

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IN WITNESS WHEREOF, the Parties have duly executed this Series C Preferred Share Purchase Agreement as of the date first above written.


GROUP COMPANIES	AURORA MOBILE LIMITED

	By:	/s/ Wang Xiaodao
	Name:	Wang Xiaodao
	Title:	Director

	UA MOBILE LIMITED

	By:	/s/ Wang Xiaodao
	Name:	Wang Xiaodao
	Title:	Director

	KK MOBILE INVESTMENT LIMITED

	By:	/s/ Wang Xiaodao
	Name:	Wang Xiaodao
	Title:	Director

	SHENZHEN HEXUN HUAGU INFORMATION TECHNOLOGY CO., LTD. (深圳市和讯华谷信息技术有限公司) Company seal: /s/ SHENZHEN HEXUN HUAGU INFORMATION TECHNOLOGY CO., LTD.

	By:	/s/ Wang Xiaodao
	Name:	Wang Xiaodao
	Title:	Legal Representative

	JPUSH INFORMATION CONSULTATION (SHENZHEN) CO., LTD. (吉浦斯信息咨询（深圳）有限公司) Company seal: /s/ JPUSH INFORMATION CONSULTATION (SHENZHEN) CO., LTD.

	By:	/s/ Wang Xiaodao
	Name:	Wang Xiaodao
	Title:	Legal Representative