UXIN LIMITED AND THE BANK OF NEW YORK MELLONDeposit Agreement • September 28th, 2018 • Uxin LTD • Services-business services, nec • New York
DEPOSIT AGREEMENT dated as of June 27, 2018 among UXIN LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ________, 2018 by and between Uxin Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and______________([Passport/ID] Number___________________) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2018 by and between Uxin Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ____________, an individual (the “Executive”).
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • April 29th, 2019 • Uxin LTD • Services-business services, nec
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of July 20, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 29th, 2019 • Uxin LTD • Services-business services, nec
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on _July 20_, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2018 • Uxin LTD • Services-business services, nec • New York
China International Capital Corporation Hong Kong Securities Limited 29th Floor, One International Finance Centre 1 Harbour View Street, Central Hong Kong
Loan AgreementLoan Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec
This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of November 23, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):
THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL VOTING AGREEMENT by and among UXIN...Voting Agreement • August 1st, 2022 • Uxin LTD • Services-business services, nec • Hong Kong
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2024 • Uxin LTD • Services-business services, nec
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made on March 26, 2024 by and among Uxin Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), and Xin Gao Group Limited, a company limited by shares incorporated under the laws of British Virgin Islands (the “Investor”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITED ASTRAL SUCCESS LIMITED ABUNDANT GRACE INVESTMENT LIMITED and ABUNDANT GLORY INVESTMENT L.P. Dated March 26, 2024Investors’ Rights Agreement • July 31st, 2024 • Uxin LTD • Services-business services, nec • Hong Kong
A Certain Investors are the holders of the Company’s Senior Preferred Shares and possess information rights, participation rights, rights of first refusal, co-sale rights and other rights pursuant to that certain Amended and Restated Investors’ Rights Agreement dated July 27, 2022, by and among the Company, the Investors and the Principal Parties (the “Prior Agreement”).
SHARE SUBSCRIPTION AGREEMENT dated June 30, 2022 by and between ABUNDANT GRACE INVESTMENT LIMITED and UXIN LIMITEDShare Subscription Agreement • August 1st, 2022 • Uxin LTD • Services-business services, nec • Hong Kong
WHEREAS, the Company desires to allot and issue to the Investor, and the Investor desires to subscribe for and be issued from the Company, certain Senior Preferred Shares (the “Subscription Securities”), pursuant to the terms and conditions set forth in this Agreement; and
EXCLUSIVE BUSINESS COOPERATION AGREEMENTExclusive Business Cooperation Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 18, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Amended and Restated Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec
This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 11, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Amended and Restated Exclusive Option AgreementExclusive Option Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec
This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 4, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
WARRANT TO PURCHASE SENIOR CONVERTIBLE PREFERRED SHARES of Uxin Limited Dated July 12, 2021Warrant Agreement • July 30th, 2021 • Uxin LTD • Services-business services, nec
THIS CERTIFIES THAT, for value received, Abundant Grace Investment Limited, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Uxin Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), senior convertible preferred shares of the Company, par value of US$0.0001 per share (the “Shares” or “Warrant Share”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the share subscription agreement, dated June 14, 2021, by and among the Company, the Holder and another party described therein (the “Subscription Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Subscrip
CONVERTIBLE NOTE PURCHASE AGREEMENT by and between UXIN LIMITED and PACIFICBRIDGE ASSET MANAGEMENT Dated July 12, 2019Convertible Note Purchase Agreement • May 12th, 2020 • Uxin LTD • Services-business services, nec • New York
This CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated July 12, 2019, is entered into by and between Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and PacificBridge Asset Management (the “Fund Manager”) acting in its capacity as the fund manager of each of the Persons listed in Schedule 1 hereto (each, a “Purchaser”).
AGREEMENT IN RELATION TO AMENDMENT TO AND EXERCISE OF WARRANTS ISSUED BY UXIN LIMITEDAmendment to and Exercise of Warrants • August 14th, 2023 • Uxin LTD • Services-business services, nec • Hong Kong
THIS AGREEMENT IN RELATION TO AMENDMENT TO AND EXERCISE OF WARRANTS ISSUED BY UXIN LIMITED (the “Agreement”) is made and entered into on June 30, 2023 by and among:
VOTING AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITED ASTRAL SUCCESS LIMITED ABUNDANT GRACE INVESTMENT LIMITED REDROCK HOLDING INVESTMENTS LIMITED TPG GROWTH III SF PTE. LTD. and 58.COM HOLDINGS INC. Dated July 12, 2021Voting Agreement • July 30th, 2021 • Uxin LTD • Services-business services, nec
AMENDMENT AGREEMENT TO THE WARRANTWarrant Amendment Agreement • August 14th, 2023 • Uxin LTD • Services-business services, nec
Astral Success Limited, a company limited by shares incorporated under the Laws of the British Virgin Islands (the “Holder”).
Amended and Restated Exclusive Option AgreementExclusive Option Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec
This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 4, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
UXIN LIMITED FOURTEENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT January 2, 2018Shareholder Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec • Hong Kong
Termination Agreement of The Agreement Control Documents among Dai Kun and Beijing Minsi Lianhua Investment Management Co., Ltd and Yougu (Shanghai) Information Technology Co., Ltd. and Youxin Yishouche (Beijing) Information Technology Co., Ltd. March...Termination Agreement • August 1st, 2022 • Uxin LTD • Services-business services, nec
This Termination Agreement of the Agreement Control Document (hereinafter referred to as the “Agreement") is made and entered into by the following parties in Beijing, People's Republic of China (hereinafter referred to as the “P.R.C.", excluding Hong Kong, Macau and Taiwan regions for the purposes of the Agreement) on March 31, 2022 (hereinafter referred to as the “Signing Date").
FAIRLUBO AUCTION COMPANY LIMITED THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT May 27, 2017Shareholder Agreements • May 29th, 2018 • Uxin LTD • Services-business services, nec • Hong Kong
Schedule of Notice Exhibit A: Particulars of Investors – Part I: Particulars of Series A Investor – Part II: Particulars of Series Al Investor – Part III: Particulars of Series B Investors
SHARE SURRENDER AND LOAN REPAYMENT AGREEMENTShare Surrender and Loan Repayment Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec • Hong Kong
THIS SHARE SURRENDER AND LOAN REPAYMENT AGREEMENT (this “Agreement”) is made on May 28, 2018 by and among Uxin Limited, a company incorporated in the Cayman Islands, whose registered office is at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY-1-1205, Cayman Islands (the “Company”), Mr. Kun Dai, the founder, chairman of the board of directors and chief executive officer of the Company and Xin Gao Group Limited, a British Virgin Islands company wholly owned by Mr. Kun Dai, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Xin Gao”). The Company, Mr. Kun Dai and Xin Gao may hereinafter be referred to from time to time as a “Party” in their individual capacities and as “Parties” collectively.
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • July 31st, 2024 • Uxin LTD • Services-business services, nec • Hong Kong
WHEREAS, the Company desires to allot and issue to the Investor, and the Investor desires to subscribe for and be issued from the Company, the number of Senior Preferred Shares set forth in SCHEDULE I (the “Subscription Securities”), pursuant to the terms and conditions set forth in this Agreement; and
SUPPLEMENTARY AGREEMENT TO ASSETS TRANSFER AGREEMENTAssets Transfer Agreement • May 12th, 2020 • Uxin LTD • Services-business services, nec
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
AMENDED AND RESTATED SHARE CONVERSION AGREEMENTShare Conversion Agreement • June 13th, 2018 • Uxin LTD • Services-business services, nec • Hong Kong
IT IS AGREED, in consideration of the foregoing, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree to amend and restate the Prior Agreement in its entirety to read as follows:
Supplemental Agreement to Vehicle Financing Business Cooperation AgreementSupplemental Agreement to Vehicle Financing Business Cooperation Agreement • July 24th, 2020 • Uxin LTD • Services-business services, nec
This Supplemental Agreement to Vehicle Financing Business Cooperation Agreement (this "Agreement") is made by and among:
VEHICLE FINANCING BUSINESS COOPERATION AGREEMENTVehicle Financing Business Cooperation Agreement • June 22nd, 2018 • Uxin LTD • Services-business services, nec
Registration Address: Room 1501-11, North Building 1, YangGuang HuaCheng ChuangFu Center, No. 386 of Xuezheng St, Hangzhou Economic Technology Development District.
SECOND AMENDMENT TO THE CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • May 12th, 2020 • Uxin LTD • Services-business services, nec
THIS SECOND AMENDMENT TO THE CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Second Amendment”), dated October 10, 2019, is made by and between each of the undersigned parties.
AGREEMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note Agreement • July 24th, 2020 • Uxin LTD • Services-business services, nec
This AGREEMENT TO CONVERTIBLE PROMISSORY NOTE (this “Agreement”), dated July 23, 2020 (the “Execution Date”), is entered into by and between Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and PacificBridge Asset Management, acting in its capacity as the fund manager of each of the Persons listed in Schedule 1 hereto (collectively, the “Purchasers”, and each a “Purchaser”).
SUPPLEMENTARY AGREEMENT IN CONNECTION WITH THE SHARE SUBSCRIPTION AGREEMENTSupplementary Agreement • August 14th, 2023 • Uxin LTD • Services-business services, nec
This SUPPLEMENTARY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Supplementary Agreement”), dated April 4, 2023, is entered into by and between Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Abundant Grace Investment Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“NIO Capital” or the “Investor”).
TERMINATION AGREEMENTTermination Agreement • July 30th, 2021 • Uxin LTD • Services-business services, nec • New York
WHEREAS, on May 29, 2019, the Company entered into a convertible note purchase agreement with the Investors and other parties thereto (the “CNPA”), pursuant to which the Investors and certain other investors agreed to subscribe for, and the Company agreed to issue to the Investors and certain other investors, certain convertible promissory notes (the “Notes”) with a total principal amount of US$230 million;
Business Cooperation Agreement April 14, 2020Business Cooperation Agreement • May 12th, 2020 • Uxin LTD • Services-business services, nec
This Business Cooperation Agreement (this “Agreement”) is entered into on April 14, 2020 in Beijing, People’s Republic of China (“PRC”, for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan Region) by and between:
AMENDMENT TO THE CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • May 12th, 2020 • Uxin LTD • Services-business services, nec
THIS AMENDMENT TO THE CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”), dated August 13th, 2019, is made by and between each of the undersigned parties.
