Fraud, power, authority and capacity. None of the limitations on the liability of the Issuer set out in this Schedule (whether as to the quantum of the claim, the time limit for notification of the claim, the procedures or requirements for making a claim or otherwise) shall apply to any claim against the Issuer to the extent that the liability of the Issuer in respect of that claim arises from fraud, gross negligence, wilful default or dishonesty on the part of the Issuer on or prior to Completion. Appendix 1 FORM OF WIRE TRANSFER INSTRUCTION To: Sharp Ally International Limited (群穎國際有限公司) Date: [•] 2021 Dear Sir or Madam, Pursuant to the Subscription Agreement of COOLPAD GROUP LIMITED (酷派集團有限公司) (the “Company”) dated [•] 2021 by and between Xx. Xxxxxxx Xxx (姚毓承), Sharp Ally International Limited (群穎國際有限公司) and the Company, please wire the payment listed below in full, into the following bank account of the Company: Purchaser Payment of the Subscription Price Sharp Ally International Limited ( 群穎國際有限公司) HK$[•] or US$[•] (based on an exchange rate of HKD7.775 : USD 1), at the Subscriber’s election Information of the Bank Account A/C No. A/C Name Correspondent Bank ABA Beneficiary Bank Name SWIFT Code ABA Beneficial Bank Address Company’s Mailing Address Best regards, COOLPAD GROUP LIMITED (酷派集團有限公司) By:
Fraud, power, authority and capacity. None of the limitations on the liability of the Issuer set out in this Schedule (whether as to the quantum of the claim, the time limit for notification of the claim, the procedures or requirements for making a claim or otherwise) shall apply to any claim against the Issuer to the extent that the liability of the Issuer in respect of that claim arises from fraud, gross negligence, wilful default or dishonesty on the part of the Issuer on or prior to Completion. Appendix 1 FORM OF WIRE TRANSFER INSTRUCTION To: Great Fortune Global Investment Limited (寶豐環球投資有限公司) Date: [•] 2021 Dear Sir or Madam, Pursuant to the Subscription Agreement of COOLPAD GROUP LIMITED (酷派集團有限公司) (the “Company”) dated [•] 2021 by and between , Xx. Xxx Kar Lung (李家龍), Great Fortune Global Investment Limited (寶豐環球投資有限公司) and the Company, please wire the payment listed below in full, into the following bank account of the Company: Purchaser Payment of the Subscription Price Great Fortune Global Investment Limited (寶豐環球投資有限公司) HK$[•] or US$[•] (based on an exchange rate of HKD7.775 : USD 1), at the Subscriber’s election Information of the Bank Account A/C No. A/C Name Correspondent Bank ABA Beneficiary Bank Name SWIFT Code ABA Beneficial Bank Address Company’s Mailing Address Best regards, COOLPAD GROUP LIMITED (酷派集團有限公司) By:
Fraud, power, authority and capacity. None of the limitations on the liability of the Issuer set out in this Schedule (whether as to the quantum of the claim, the time limit for notification of the claim, the procedures or requirements for making a claim or otherwise) shall apply to any claim against the Issuer to the extent that the liability of the Issuer in respect of that claim arises from fraud, gross negligence, wilful default or dishonesty on the part of the Issuer on or prior to Completion. APPENDIX 1 FORM OF TWO-YEAR WARRANT INSTRUMENT EXECUTION VERSION 2021 COOLPAD GROUP LIMITED WARRANT INSTRUMENT constituting warrants to subscribe for ordinary shares in the capital of Coolpad Group Limited CONTENTS CLAUSE PAGE 1 INTERPRETATION 1 2 GRANT OF RIGHTS TO SUBSCRIBE 6 3 STATUS 6 4 FORM, DENOMINATION AND TITLE. 7 5 TRANSFERS OF WARRANTS; ISSUE OF WARRANT CERTIFICATES. 7 6 EXERCISE 8 7 UNDERTAKINGS 19 8 MEETINGS OF WARRANTHOLDERS AND MODIFICATIONS 20 9 VOTING AND OTHER RIGHTS 20 10 REPLACEMENT OF WARRANT CERTIFICATES 20 11 FURTHER ISSUES 21 12 NOTICES. 21 13 GOVERNING LAW AND JURISDICTION 21 Schedule 1 FORM OF WARRANT CERTIFICATE 22 Schedule 2 FORM OF TRANSFER 23 Schedule 3 FORM OF EXERCISE NOTICE 24 Schedule 4 PROVISIONS FOR MEETINGS OF WARRANTHOLDERS 27 THIS INSTRUMENT is made by way of deed on the th day of 2021 by COOLPAD GROUP LIMITED, an exempted company with limited liability incorporated under the laws of Cayman Islands whose registered office is at Cricket Square, Xxxxxxxx Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands, with its principal place of business in Hong Kong at 44th Floor, Office Tower, Xxxxxxxxxx Xxxxx, 0 Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx and whose shares are listed on the Stock Exchange (stock code: 2369) (the Issuer).
Fraud, power, authority and capacity. None of the limitations on the liability of the Issuer set out in this Schedule (whether as to the quantum of the claim, the time limit for notification of the claim, the procedures or requirements for making a claim or otherwise) shall apply to any claim against the Issuer to the extent that the liability of the Issuer in respect of that claim arises from fraud, gross negligence, wilful default or dishonesty on the part of the Issuer on or prior to Completion. Appendix 1 FORM OF WIRE TRANSFER INSTRUCTION To: SAI Growth Fund I, LLLP Date: [•] 2021 Dear Sir or Madam, Pursuant to the Subscription Agreement of COOLPAD GROUP LIMITED (䞧⍮䳶ൈᴹ䲀ޜਨ) (the “Company”) dated 4 October 2021 by and between SAI Growth Fund I, LLLP and the Company, please wire the payment listed below in full, into the following bank account of the Company: Purchaser Payment of the Subscription Price SAI Growth Fund I, LLLP HK$[•] or US$[•] (based on an exchange rate of HKD7.775 : USD 1), at the Subscriber’s election Information of the Bank Account A/C No. A/C Name Correspondent Bank ABA Beneficiary Bank Name SWIFT Code ABA Beneficial Bank Address Company’s Mailing Address Best regards, COOLPAD GROUP LIMITED (䞧⍮䳶ൈᴹ䲀ޜਨ) By: Name: Xxxx Xxxxxx Title: Director
