Coupang, Inc. Sample Contracts

Coupang, Inc. [ l ] Shares of Class A Common Stock Underwriting Agreement
Underwriting Agreement • March 1st, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses • New York

Coupang, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ l ] shares of Class A Common Stock, par value $0.0001 per share (“Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [ l ] shares of Stock. The aggregate of [ l ] shares to be sold by the Company and the Selling Stockholders is herein called the “Shares.”

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REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of February 27, 2021 among COUPANG, LLC, the Guarantors party hereto, the Lenders and Issuing Banks party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., GOLDMAN...
Counterpart Agreement • May 13th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses • New York

REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of February 27, 2021, among COUPANG, LLC, as Borrower, the GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

COUPANG, INC. INDEMNITY AGREEMENT
Indemnity Agreement • February 12th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses • Delaware

This Indemnity Agreement (this “Agreement”), dated as of _____, 20__, is made by and between Coupang, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 28th, 2024 • Coupang, Inc. • Retail-catalog & mail-order houses • Delaware

This Executive Employment Agreement (the “Agreement”) is made and entered into as of January 15, 2024, by and between Coupang, Inc. (the “Company”) and Pranam Kolari (“Executive”). This Agreement shall be effective as of January 15, 2024.

FIFTH AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
Revolving Credit and Guaranty Agreement • February 1st, 2024 • Coupang, Inc. • Retail-catalog & mail-order houses • New York

REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of February 27, 2021, as amended by the First Amendment, dated as of August 03, 2021, and as further amended by the Second Amendment, dated as of December 02, 2021, and as further amended by the Third Amendment, dated as of March 01, 2022, and as further amended by the Fourth Amendment, dated as of June 29, 2023, and as further amended by the Fifth Amendment, dated as of January 29, 2024, among COUPANG, INC. (as successor to Coupang, LLC), as Borrower, the GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

FIFTH AMENDMENT TO CREDIT AGREEMENT, ACCESSION AND FEE AGREEMENT
Credit Agreement • February 28th, 2024 • Coupang, Inc. • Retail-catalog & mail-order houses • New York
AMENDED AND RESTATED EXECUTIVE APPOINTMENT AGREEMENT
Executive Appointment Agreement • February 12th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses • Delaware

This Amended and Restated Executive Appointment Agreement (the “Agreement”) is made and entered into as of , 2021, by and between Coupang, Inc, a Delaware corporation (as successor to Coupang, LLC) (the “Company”) and Harold Rogers (“Executive”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered underwritten offering of common stock (the “Effective Date”).

AMENDED AND RESTATED EXECUTIVE APPOINTMENT AGREEMENT
Executive Appointment Agreement • May 13th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses • Delaware

This Amended and Restated Executive Appointment Agreement (the “Agreement”) is made and entered into as of February 19, 2021, by and between Coupang, Inc, a Delaware corporation (as successor to Coupang, LLC) (the “Company”) and Harold Rogers (“Executive”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered underwritten offering of common stock (the “Effective Date”).

AMENDED AND RESTATED EXECUTIVE APPOINTMENT AGREEMENT
Executive Appointment Agreement • May 13th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses

This Amended and Restated Executive Appointment Agreement (the “Agreement”) is made and entered into as of February 19, 2021, by and between Coupang, Corp. (the “Company”) and Hanseung Kang (“Executive”). This Agreement shall be effective upon the closing of the first SEC-registered underwritten offering of common stock of Coupang, Inc., a Delaware corporation (as successor to Coupang, LLC) (such entity, the “Parent” and such date, the “Effective Date”).

Employment Agreement
Employment Agreement • May 13th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses • Delaware

This Employment Agreement (this “Agreement”), dated as of March 4, 2021 (the “Effective Date”), is made by and between Coupang, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Bom Kim (the “Executive”) (collectively referred to herein as the “Parties”).

EXECUTIVE APPOINTMENT AGREEMENT
Executive Appointment Agreement • May 13th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses

This Executive Appointment Agreement (the “Agreement” below) is executed between Coupang Corp. (the “Company” below) and Park Dae-Joon (the “Executive” below) on January 1, 2021 (the “Agreement Execution Date” below).

SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
Revolving Credit and Guaranty Agreement • March 3rd, 2022 • Coupang, Inc. • Retail-catalog & mail-order houses

This SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 02, 2021 (this “Second Amendment”) to the Revolving Credit and Guaranty Agreement dated as of February 27, 2021 (as amended by that certain First Amendment, dated as of August 03, 2021, the “Credit Agreement”) among Coupang, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto, each of the Lenders and Issuing Banks party thereto (collectively the “Lenders” and, individually, a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent.

FARFETCH HOLDINGS PLC (IN ADMINISTRATION)(as the Vendor) and THE ADMINISTRATORS and SURPIQUE ACQUISITION LIMITED (as the Purchaser) SALE AND PURCHASE AGREEMENTrelated to certain shares and assets held by Farfetch Holdings Plc (in Administration)
Sale and Purchase Agreement • February 28th, 2024 • Coupang, Inc. • Retail-catalog & mail-order houses • England

(1)FARFETCH HOLDINGS PLC (IN ADMINISTRATION), a company incorporated in England and Wales with registered number 12278361 and having its registered address at The Bower, 211 Old Street, London, EC1V 9NR (the “Vendor”) acting by the Administrators (defined below) and in each case as agent and without personal liability;

First Amendment to Lease Agreement
First Amendment to Lease Agreement • February 12th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses

This First Amendment to Lease Agreement (the “Amendment Agreement”) is made by and among Hyundai Investment Co., Ltd. (hereinafter referred to as “Collective Investment Entity”, in the status of the collective investment entity of Hyundai Private Equity Real Estate Investment Trust No. 15), a going concern established under the laws of the Republic of Korea whose head office is located at 97 Uisadang-daero (Yeouido-dong), Yeongdeungpo-gu, Seoul, Republic of Korea, Hana Bank, Ltd. (hereinafter referred to as “Lessor”, in the status of the trust company of Hyundai Private Equity Real Estate Investment Trust No. 15), a going concern established under the laws of the Republic of Korea whose Head Office is located at 66 Eulji-ro (Euljiro 2-ga), Jung-gu, Seoul, Republic of Korea, hereby agrees with Coupang Corp. (hereinafter referred to as “Lessee”), a going concern established under the laws of the Republic of Korea whose Head Office is located at 18th Floor, 570 Songpa-daero (Shincheon-don

THIRD AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
Revolving Credit and Guaranty Agreement • March 3rd, 2022 • Coupang, Inc. • Retail-catalog & mail-order houses

This THIRD AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 01, 2022 (this “Third Amendment”) to the Revolving Credit and Guaranty Agreement dated as of February 27, 2021 (as amended by that certain First Amendment, dated as of August 03, 2021, and as further amended by that certain Second Amendment, dated as of December 02, 2021, the “Credit Agreement”) among Coupang, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto, each of the Lenders and Issuing Banks party thereto (collectively the “Lenders” and, individually, a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent.

LEASE AGREEMENT
Lease Agreement • February 12th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses

Under the instruction of Hyundai Investment Co., Ltd. (hereinafter referred to as “Collective Investment Entity”, in the status of the collective investment entity of Hyundai Private Equity Real Estate Investment Trust No. 15), a going concern established under the laws of the Republic of Korea whose head office is located at 97 Uisadang-daero (Yeouido-dong), Yeongdeungpo-gu, Seoul, Republic of Korea, Hana Bank, Ltd. (hereinafter referred to as “Lessor”, in the status of the trust company of Hyundai Private Equity Real Estate Investment Trust No. 15), a going concern established under the laws of the Republic of Korea whose Head Office is located at 66 Eulji-ro (Euljiro 2-ga), Jung-gu, Seoul, Republic of Korea, hereby enters into the following Lease Agreement with Forward Ventures, Ltd. (hereinafter referred to as “Lessee”), a going concern established under the laws of the Republic of Korea whose Head Office is located at 501 Teheran-ro, Gangnam-gu, Seoul, on September 13, 2016:

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • April 5th, 2024 • Coupang, Inc. • Retail-catalog & mail-order houses • Delaware

This Share Repurchase Agreement (this “Agreement”) is made and entered into as of April 1, 2024, by and among Coupang, Inc. a Delaware corporation (the “Company”), and Maverick Holdings C, L.P., a limited partnership (“Selling Stockholder”).

SIXTH AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
Revolving Credit and Guaranty Agreement • May 8th, 2024 • Coupang, Inc. • Retail-catalog & mail-order houses • New York

REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of February 27, 2021, as amended by the First Amendment, dated as of August 03, 2021, and as further amended by the Second Amendment, dated as of December 02, 2021, and as further amended by the Third Amendment, dated as of March 01, 2022, and as further amended by the Fourth Amendment, dated as of June 29, 2023, and as further amended by the Fifth Amendment, dated as of January 29, 2024, and as further amended by the Sixth Amendment, dated as of May 06, 2024, among COUPANG, INC. (as successor to Coupang, LLC), as Borrower, the GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
Revolving Credit and Guaranty Agreement • March 3rd, 2022 • Coupang, Inc. • Retail-catalog & mail-order houses

This FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of August 03, 2021 (this “First Amendment”) to the Revolving Credit and Guaranty Agreement dated as of February 27, 2021 (the “Credit Agreement”) among Coupang, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto, each of the Lenders and Issuing Banks party thereto (collectively the “Lenders” and, individually, a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent.

SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2021 • Coupang, Inc. • Retail-catalog & mail-order houses • Delaware

THIS SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 21st day of December, 2018, by and among Coupang, LLC, a Delaware limited liability company (the “Company”) and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor”.

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