EXECUTED June 19, 2024 BEST Global Partners 190 Elgin Avenue, George Town Grand Cayman KY1-9008 Cayman Islands Attention: Mr. Shao-Ning Johnny Chou Email: jchou@best-inc.com Mr. George Chow Email: georgechow@best-inc.comBEST Inc. • October 11th, 2024 • Trucking & courier services (no air) • New York
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among BEST Global Partners, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Phoenix Global Partners, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and BEST Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). Concurrently with the delivery of this letter, each of the parties listed on Schedule 1 hereto is entering into a letter agreement committing to provide equity financing to Parent in accordance with the terms thereof. This letter agreement is being deliv
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2017 • BEST Inc. • Trucking & courier services (no air) • Hong Kong
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of by and between Best Logistics Technologies Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “Group”).
BEST INC. 62,100,000 American Depositary Shares Representing 62,100,000 Class A Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2017 • BEST Inc. • Trucking & courier services (no air) • New York
Wei Chen BEST Store Network (Hangzhou) Co., Ltd. AND Hangzhou Baijia Business Management Consulting Co., Ltd. EQUITY PLEDGE AGREEMENT FOREquity Pledge Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This Equity Pledge Agreement (this “Agreement”) is entered into as of December 15, 2021 in Hangzhou, Zhejiang Province, the People’s Republic of China by and among the following Parties:
FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTForm of Director and Executive Officer Indemnification Agreement • September 6th, 2017 • BEST Inc. • Trucking & courier services (no air) • Hong Kong
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between BEST Inc., a Cayman Islands company (the “Company”), and (the “Indemnitee”), [a director/an executive officer] of the Company.
BEST Inc. and Citicorp International Limited as Trustee INDENTURE dated as of September 17, 2019 1.75% CONVERTIBLE SENIOR NOTES DUE 2024Indenture • April 17th, 2020 • BEST Inc. • Trucking & courier services (no air) • New York
INDENTURE dated as of September 17, 2019 between BEST INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED, a restricted licence bank incorporated and domiciled in Hong Kong, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Hangzhou Baijia Business Management Consulting Co., Ltd. AND BEST Store Network (Hangzhou) Co., Ltd. EXCLUSIVE SERVICES AGREEMENT December 15, 2021Exclusive Services Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This SERVICES AGREEMENT (this “Agreement”) is entered into in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) on December 15, 2021.
SHARE PLEDGE AGREEMENTShare Pledge Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This SHARE PLEDGE AGREEMENT (this “Agreement”) dated as of August 19, 2021 (the “Execution Date”) is entered into by and among the following parties in Hangzhou, the PRC:
Wei Chen BEST Inc. BEST Store Network (Hangzhou) Co., Ltd. AND Hangzhou Baijia Business Management Consulting Co., Ltd. SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT FORShareholders’ Voting Rights Proxy Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of December 15, 2021 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
BEST Store Network (Hangzhou) Co., Ltd. AND Wei Chen LOAN AGREEMENT December 15, 2021Loan Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This Loan Agreement (this “Agreement”) is entered into by and between the following two parties on December 15, 2021 in Zhejiang Province, the People’s Republic of China (the “PRC”):
BEST LOGISTICS TECHNOLOGIES LIMITED SERIES G-2 PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • June 26th, 2017 • BEST Inc. • Hong Kong
THIS SERIES G-2 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 5, 2016 (the “Effective Date”), by and among
BEST LOGISTICS TECHNOLOGIES LIMITED SERIES G PREFERRED SHARE PURCHASE AGREEMENTSeries G Preferred Share Purchase Agreement • June 26th, 2017 • BEST Inc. • Hong Kong
THIS SERIES G PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 18, 2016 (the “Effective Date”), by and among
Wei Chen Hangzhou Ali Venture Capital Co., Ltd. BEST Logistics Technologies Limited Zhejiang BEST Technology Co., Ltd. AND Hangzhou BEST Network Technologies Co., Ltd. AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT FOR HANGZHOU BEST NETWORK...Exclusive Call Option Agreement • June 26th, 2017 • BEST Inc.
This Amended and Restated Exclusive Call Option Agreement (the “Agreement”) is entered into as of June 21, 2017 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
Letter of UndertakingLetter Of • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
WHEREAS (1) Your Company, as a Lender, executed with BEST Logistics Technology (China) Co., Ltd., as a Borrower (“Borrower”), a Facility Agreement on August 19, 2021 under which the Lender shall provide a loan of RMB600,000,000 for the Borrower (“Facility Agreement”), and (2) as a condition precedent under the Facility Agreement, we shall make undertakings hereunder. Therefore, we hereby issue this Letter of Undertaking to you, and undertake as follows:
Zhejiang BEST Technology Co., Ltd. AND Wei Chen LOAN AGREEMENT October 12, 2011Loan Agreement • June 26th, 2017 • BEST Inc.
This Loan Agreement (this “Agreement”) is entered into by and between the following two parties on October 12, 2011 in Zhejiang Province, the People’s Republic of China (the “PRC”):
BEST Logistics Technologies (China) Co., Ltd. AND Wei Chen LOAN AGREEMENT April 8, 2020Loan Agreement • April 17th, 2020 • BEST Inc. • Trucking & courier services (no air)
This Loan Agreement (this “Agreement”) is entered into by and between the following two parties on April 8, 2020 in Zhejiang Province, the People’s Republic of China (the “PRC”):
Wei Chen BEST Inc. BEST Store Network (Hangzhou) Co., Ltd. AND Hangzhou Baijia Business Management Consulting Co., Ltd. EXCLUSIVE CALL OPTION AGREEMENT FOR HANGZHOU BAIJIA BUSINESS MANAGEMENT CONSULTING CO., LTD. May 13, 2020Option Agreement • April 16th, 2021 • BEST Inc. • Trucking & courier services (no air)
This Exclusive Call Option Agreement (the “Agreement”) is entered into as of May 13, 2020 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
AMENDMENT NO. 1 TO SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • September 6th, 2017 • BEST Inc. • Trucking & courier services (no air)
THIS AMENDMENT NO. 1 TO SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”) is adopted on September 6, 2017 by written consents of:
Wei Chen Hangzhou Ali Venture Capital Co., Ltd. BEST Logistics Technologies Limited Zhejiang BEST Technology Co., Ltd. AND Hangzhou BEST Network Technologies Co., Ltd. AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT FOR HANGZHOU BEST...Voting Rights Proxy Agreement • June 26th, 2017 • BEST Inc.
This Amended and Restated Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of June 21, 2017 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
Wei Chen Best Inc. BEST Logistics Technologies (China) Co., Ltd. AND Hangzhou Baisheng Investment Management Co., Ltd. EXCLUSIVE CALL OPTION AGREEMENT FOR HANGZHOU BAISHENG INVESTMENT MANAGEMENT CO., LTD. Oct 23, 2019Exclusive Call Option Agreement • April 17th, 2020 • BEST Inc. • Trucking & courier services (no air)
This Exclusive Call Option Agreement (the “Agreement”) is entered into as of Oct 23, 2019 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
Zhejiang BEST Technology Co., Ltd. AND Hangzhou Ali Venture Capital Co., Ltd. LOAN AGREEMENT February 15, 2015Loan Agreement • June 26th, 2017 • BEST Inc.
This Loan Agreement (this “Agreement”) is entered into by and between the following two parties on February 15, 2015 in Zhejiang Province, the People’s Republic of China (the “PRC”):
Hangzhou BEST Network Technologies Co., Ltd. AND Zhejiang BEST Technology Co., Ltd. AMENDED AND RESTATED EXCLUSIVE TECHNICAL SERVICES AGREEMENT June 21, 2017Exclusive Technical Services Agreement • June 26th, 2017 • BEST Inc.
This AMENDED AND RESTATED EXCLUSIVE TECHNICAL SERVICES AGREEMENT (this “Agreement”) is entered into in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) on June 21, 2017.
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • June 26th, 2017 • BEST Inc. • Hong Kong
THIS SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 5, 2016, by and among Best Logistics Technologies Limited, a company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), the investors listed on Exhibit A (I) attached hereto (each a “Series G Investor”, collectively, the “Series G Investors”), the investor listed on Exhibit A (II) attached hereto (the “Series F Investor”), the investors listed on Exhibit A (III) attached hereto (each, a “Series E Investor,” collectively, the “Series E Investors”), the investors listed on Exhibit A (IV) attached hereto (each, a “Series D Investor,” collectively, the “Series D Investors”), the investors listed on Exhibit A (V) attached hereto (each, a “Series C Investor,” collectively, the “Series C Investors”), the investors listed on Exhibit A (VI) attached hereto (each, a “Series B Investor,” collectively the “Series B Investors”), the investors listed on Ex
SHARE AND ASSET PURCHASE AGREEMENT by and among BEST INC., J&T GLOBAL EXPRESS LIMITED and THE OTHER PARTIES NAMED HEREINShare and Asset Purchase Agreement • December 17th, 2021 • BEST Inc. • Trucking & courier services (no air)
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and subject to the terms and conditions set out below, the Parties, intending to be legally bound, hereby enter into the following agreement upon friendly negotiation:
Labor ContractBEST Inc. • July 27th, 2017 • Trucking & courier services (no air)
According to Labor Law of People’s Republic of China, Labor Contract Law of People’s Republic of China as well as related laws and regulations and rules, Party A and Party B are willing to sign the contract for jointly observing the contract articles after equal negotiation.
Wei Chen Best Inc. BEST Logistics Technologies (China) Co., Ltd. AND Hangzhou Baisheng Investment Management Co., Ltd. SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT FOR HANGZHOU BAISHENG INVESTMENT MANAGEMENT CO., LTD. Oct 23, 2019Shareholders’ Voting Rights Proxy Agreement • April 17th, 2020 • BEST Inc. • Trucking & courier services (no air)
This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of Oct 23, 2019 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
RMB 600,000,000 FACILITY AGREEMENTFacility Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
1 Definitions 1 2 The Facilities 7 3 Utilisation 7 4 Conditions of Utilisation 8 5 Loan Term and Repayment 11 6 Stock Warrant 12 7 Conversion Option 15 8 WFOE Share Transfer 17 9 Cancellation of Unutilised Facilities 18 10 Prepayment 18 11 Interest 19 12 Account and Currency 20 13 Purpose 21 14 Tax 21 15 Representations, Warranties and Undertakings 22 16 Anti-Money Laundering Clause 26 17 Events of Default 29 18 Security Arrangement 31 19 Notices 31 20 Set-off and Order of Payment 34 21 Confidentiality 35 22 Miscellaneous 35 23 Governing Law and Dispute Resolution 36 24 Costs and Expenses 36 25 Novation 37 26 Survival 37 27 Effectiveness 38
EXCLUSIVE CALL OPTION AGREEMENT FOR HANGZHOU BAIJIA BUSINESS MANAGEMENT CONSULTING CO., LTD.Exclusive Call Option Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This Exclusive Call Option Agreement (the “Agreement”) is entered into as of December 15, 2021 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • June 26th, 2017 • BEST Inc. • Hong Kong
WHEREAS, the Company desires to repurchase from the Selling Shareholders, and each Selling Shareholder, severally and not jointly, desires to sell to the Company certain class and number of preferred shares of the Company, par value US$0.01 per share.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 16th, 2021 • BEST Inc. • Trucking & courier services (no air) • New York
each, a “Party,” and collectively, the “Parties” (and the Founder shall only be deemed a Party with respect to the Founder Applicable Sections).
I, , as [Position] of [Best Technologies Ltd.] (the “Company”) hereby acknowledge and confirm my agreement to the following:BEST Inc. • July 27th, 2017 • Trucking & courier services (no air)
