[CALCULATION OF REGISTRATION FEE Title of each class of (2)(3) Proposed maximum aggregate Amount of registration fee (1) Ordinary Shares, par value $0.0001 per share $ $ (1) American depositary shares issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents ordinary] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MOMO INC. (adopted by special resolution passed on 11 July 2014 and effective upon continuation in the Cayman Islands on 17 July 2014) THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND] [Execution Version MOMO TECHNOLOGY COMPANY LIMITED THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Agreement th Company Schedule 1 Investor Investors Schedule 2(A) Founder Founders Founder Holdco Founder Holdcos Founder Parties HK Co Domestic Company WFOE This THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “ RECITALS WHEREAS Prior Shareholders’ Agreement WHEREAS Purchase Agreement Schedule 1 WHEREAS NOW, THEREFORE, THE PARTIES HEREBY AGREE] [MOMO TECHNOLOGY COMPANY LIMITED AMENDED AND RESTATED SHARE INCENTIVE PLAN PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6] [EXECUTION SERIES C PREFERRED SHARE PURCHASE AGREEMENT EXECUTION SERIES C PREFERRED SHARE PURCHASE AGREEMENT Agreement THIS SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “ (1) Company Momo Technology Company Limited, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “ (2) HK Co Momo Technology HK Company Limited (3) WFOE Beijing Momo Information] [Execution Version SERIES D PREFERRED SHARE PURCHASE AGREEMENT SERIES D PREFERRED SHARE PURCHASE AGREEMENT Agreement THIS SERIES D PREFERRED SHARE PURCHASE AGREEMENT (this “ (1) Company Momo Technology Company Limited, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “ (2) HK Co Momo Technology HK Company Limited (3) WFOE Beijing Momo Information] [Business Operation Agreement This Business Operation Agreement (this “Agreement”), dated as of April 18, 2012, is made by and among the following parties: Party A: Beijing Momo Information Technology Co., Ltd. Address: 17818 Huateng Beitang Concentrated Office Area, 1701-1703, 37 Nanmofang Road, Chaoyang District, Beijing Legal representative: Yan TANG Party B: Beijing Momo Technology Co., Ltd. Address: 1602 Unit 2,] [Exclusive Call Option Agreement This Exclusive Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Momo Information Technology Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at] [Power of Attorney I, Yan Tang, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB 800,000 in the registered capital of Beijing Momo Technology Co., Ltd. (“Momo Technology”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd.] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Momo Information Technology Co., Ltd. (hereinafter the “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC,] [Spousal Consent Transaction Documents Momo Technology (1) WFOE The Equity Interest Pledge Agreement entered into between Beijing Momo Information Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Momo Technology; (3) The Power of Attorney executed by Yong Li; I hereby undertake not to make any assertions in connection] [CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Yan Tang CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Yong Li CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Zhiwei Li] [Subsidiaries Place of Incorporation Momo Technology HK Company Limited Hong Kong Beijing Momo Information Technology Co., Ltd. PRC Consolidated Affiliated Entity Beijing Momo Technology Co., Ltd. PRC Subsidiary of the Consolidated Affiliated Entity Chengdu Momo Technology Co., Ltd. PRC EX-21 13 filename13.htm]