REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2022 • Ucommune International LTD • Services-business services, nec
Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
UCOMMUNE INTERNATIONAL LTD and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●], 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 26th, 2021 • Ucommune International LTD • Services-business services, nec • New York
WARRANT AGENCY AGREEMENT, dated as of [●], 2021 (“Agreement”), between Ucommune International Ltd, a corporation organized under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized under the laws of the State of New York (the “Warrant Agent”).
SERIES [A/B/C] ORDINARY SHARE PURCHASE WARRANT Ucommune International LtdSecurity Agreement • January 28th, 2022 • Ucommune International LTD • Services-business services, nec
THIS SERIES [A/B/C] ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JAK Opportunities LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [date hereof][1] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________[2] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ucommune International Ltd, a Cayman Islands exempt company (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares; provided, however, the exercisability of the Series C Warrant shall vest, 50% upon issuance immediately and thereafter 50% ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise of the Series B Ordinary Shares Purchase Warrant as compared with all Series B Ordinary Shares Purchase Warrants issued
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE , 20232Convertible Security Agreement • January 28th, 2022 • Ucommune International LTD • Services-business services, nec • New York
THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Ucommune International Ltd, a Cayman Islands exempted company (the “Company”), having its principal place of business at Floor 8, Tower D, No. 2 Guang Hua Road, Chaoyang District, Beijing, People’s Republic of China, 100026, designated as its 8% Senior Secured Convertible Debenture due _______________, 2023 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2020 • Ucommune International LTD • Hong Kong
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Ucommune International Ltd, a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Executive”).
ORDINARY SHARES PURCHASE WARRANT UCOMMUNE INTERNATIONAL LTDOrdinary Shares Purchase Warrant • January 28th, 2021 • Ucommune International LTD • Services-business services, nec • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ucommune International Ltd, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to ___Ordinary Shares (as defined in Section 1) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price (as defined in Section 2(b)). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the so
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2022 • Ucommune International LTD • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2022, between Ucommune International Ltd, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • August 20th, 2020 • Ucommune International LTD
This Exclusive Business Cooperation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of May 20, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2021 • Ucommune International LTD • Services-business services, nec • Hong Kong
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this _________, 2021, between Ucommune International Ltd, a Cayman Islands company (the “Company”), and (the “Indemnitee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 20th, 2021 • Ucommune International LTD • Services-business services, nec • Hong Kong
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the parties agree as follows:
Shareholders’ Voting Right Proxy AgreementShareholders’ Voting Right Proxy Agreement • August 20th, 2020 • Ucommune International LTD
This Shareholders’ Voting Right Proxy Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of May 20, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Shareholders’ Voting Right Proxy AgreementShareholders’ Voting Right Proxy Agreement • August 20th, 2020 • Ucommune International LTD
This Shareholders’ Voting Right Proxy Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of November 22, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Pledge AgreementEquity Pledge Agreement • August 20th, 2020 • Ucommune International LTD
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of November 22, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Exclusive Option AgreementExclusive Option Agreement • August 20th, 2020 • Ucommune International LTD
This Exclusive Option Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of May 20, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Pledge AgreementEquity Pledge Agreement • August 20th, 2020 • Ucommune International LTD
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of May 20, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Exclusive Option AgreementExclusive Option Agreement • August 20th, 2020 • Ucommune International LTD
Party A: Beijing Melo Technology Co., Ltd., with its domicile at Room 1406-016, 14/F, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, its legal representative is Zheng Han.
Exclusive Technology Consulting and Service AgreementExclusive Technology Consulting and Service Agreement • August 20th, 2020 • Ucommune International LTD
This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as “this Agreement”) is entered into by and between the following Parties on January 30, 2019:
Shareholders’ Voting Right Proxy AgreementShareholders’ Voting Right Proxy Agreement • August 20th, 2020 • Ucommune International LTD
Party A: Beijing Melo Technology Co., Ltd., with its domicile at Room 1406-016, 14/F, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, its legal representative is Zheng Han.
Exclusive Option AgreementExclusive Option Agreement • August 20th, 2020 • Ucommune International LTD
This Exclusive Option Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of November 22, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Pledge AgreementEquity Pledge Agreement • August 20th, 2020 • Ucommune International LTD
Party A: Beijing Melo Technology Co., Ltd., with its domicile at Room 1406-016, 14/F, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, its legal representative is Zheng Han.
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Jiantong Zhao (ID No.: [____________]), am the lawful spouse of Jiahui Gan (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jiahui Gan executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jiahui Gan disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Ucommune International LTD • Services-business services, nec • New York
Ucommune International Ltd, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), proposes to sell to the underwriters named in Schedule I (the “Underwriters”) to this agreement (the “Agreement”) for which Maxim Group LLC is acting as representative (in such capacity, the “Representative”) an aggregate of (i) [●] Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of the Company (the “Firm Shares,”) and (ii) warrants to purchase an aggregate of [●] Ordinary Shares (the “Firm Warrants”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an aggregate of (i) [●] additional Ordinary Shares (the “Option Shares” and collectively with the Firm Shares, the “Shares”) and/or (ii) warrants to purchase an aggregate of [●] additional Ordinary Shares (the “Option Warrants” and collectively with the Firm Warrants, the “Warrants”), each on the terms set forth in Section 2. Each Warrant entitles the h
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Dongmei Liu (ID No.: [____________]), am the lawful spouse of Jinwang Zhou (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jinwang Zhou executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jinwang Zhou disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Mingchen Liu (ID No.: [____________]), am the lawful spouse of Min Jiang (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Min Jiang executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Min Jiang disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Daqing Mao (Passport No.: [____________]), am the lawful spouse of Angela Bai (Passport No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Angela Bai executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Angela Bai disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Hong Wu (ID No.: [____________]), am the lawful spouse of Bin Zhao (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Bin Zhao executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Bin Zhao disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
LOCK-UP AGREEMENTLock-Up Agreement • January 28th, 2022 • Ucommune International LTD • Services-business services, nec • New York
Re: Securities Purchase Agreement, dated as of , 2022 (the “Purchase Agreement”), between Ucommune International Ltd (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Ye Yan (ID No.: [____________]), am the lawful spouse of Zhuangkun He (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Zhuangkun He executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Zhuangkun He disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Fan Wang (ID No.: [____________]), am the lawful spouse of Zhiyong Zhao (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Zhiyong Zhao executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Zhiyong Zhao disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Ya’nan Wang (ID No.: [____________]), am the lawful spouse of Liang Chen (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Liang Chen executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Liang Chen disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • August 20th, 2020 • Ucommune International LTD
I, Feng Deng (ID No.: [____________]), am the lawful spouse of Jun Qin (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jun Qin executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jun Qin disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
FORM OF RESALE LOCK-UP AGREEMENTResale Lock-Up Agreement • November 23rd, 2020 • Ucommune International LTD • Services-business services, nec • New York
This Resale Lock-Up Agreement (this “Agreement”) is dated as of , 2020, by and between the shareholder(s) set forth on the signature page to this Agreement (the “Holder”) and Ucommune International Ltd, a Cayman Islands exempted corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
UCOMMUNE INTERNATIONAL LTD Floor 8, Tower D No.2 Guang Hua Road Chaoyang District, Beijing People’s Republic of China, 100026Securities Purchase Agreement • June 8th, 2023 • Ucommune International LTD • Services-business services, nec
ContractAgreement on Terminating the Original Series of Agreements • April 25th, 2024 • Ucommune International LTD • Services-business services, nec
THE SYMBOL “[***]” OR “[REDACTED]” 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 REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
UCOMMUNE INTERNATIONAL LTD Floor 8, Tower D No.2 Guang Hua Road Chaoyang District, Beijing People’s Republic of China, 100026Securities Purchase Agreement • October 25th, 2022 • Ucommune International LTD • Services-business services, nec • New York
