INDEMNIFICATION AGREEMENTIndemnification Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021 by and between Missfresh Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card No. ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2021 by and between Missfresh Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________ (Passport/ID Card No. _____________) (the “Executive”).
SERIES F PREFERRED SHARES PURCHASE AGREEMENTSeries F Preferred Shares Purchase Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, 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 as follows:
SHARE PURCHASE AND EXCHANGE AGREEMENTShare Purchase and Exchange Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, 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 as follows:
SERIES E PREFERRED SHARE PURCHASE AGREEMENTSeries E Preferred Share Purchase Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, 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 as follows:
SERIES F PREFERRED SHARE PURCHASE AGREEMENTSeries F Preferred Share Purchase Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, 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 as follows:
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of July 14, 2020 by and among:Convertible Note Purchase Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
WHEREAS, subject to the terms and conditions set forth herein, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company at the Note Closing certain convertible promissory note (the “Note”) in the aggregate principal amount of US$27,000,000 (the “Principal Amount”), which shall be convertible into certain shares of the Company on the terms stated in the Note Instrument; and
THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SHARE PURCHASE AGREEMENT dated as of...Share Purchase Agreement • August 3rd, 2023 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
This SHARE PURCHASE AGREEMENT dated as of August 2, 2023 (this “Agreement”) is made and entered into by and between (i) Missfresh Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and (ii) Vigorous Global Capital Inc., a company incorporated under the laws of the Cayman Islands (the “Purchaser”).
THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Share Purchase Agreement • August 3rd, 2023 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
SERIES F PREFERRED SHARES PURCHASE AGREEMENTSeries F Preferred Shares Purchase Agreement • June 22nd, 2021 • Missfresh LTD • Retail-retail stores, nec
This SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on May 29, 2021 by and between (i) Kairos Manford Private Equity Fund I LP, a limited partnership formed and validly existing under the law of the British Virgin Islands (the “New Investor”), (ii) Missfresh Limited, a company incorporated and validly existing under the laws of Cayman Islands (the “Company”), and (iii) the entities as set forth on Schedule A (the “Other Group Companies”, together with the Company and each direct and indirect Subsidiary of any of the foregoing, and “Group Companies” or “Group” refers to all of the Group Companies collectively).
SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreements • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without definition shall have the meanings set forth in the Purchase Agreement (as defined below).
SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into on February 9, 2021, by and among:
SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • May 21st, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without definition shall have the meanings set forth in the Purchase Agreement (as defined below).
DEPOSIT AGREEMENT AMONG MISSFRESH LIMITED JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • October 18th, 2021 • Missfresh LTD • Retail-retail stores, nec • New York
DEPOSIT AGREEMENT dated as of June 24, 2021 (the “Deposit Agreement”) among Missfresh Limited and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all Holders (defined below) and Beneficial Owners (defined below) from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities (defined below) and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
SERIES F PREFERRED SHARES PURCHASE AGREEMENTSeries F Preferred Shares Purchase Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec
This SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on May 28, 2021 by and between (i) Suzhou Industrial Park Prosperity Fresh Enterprise Management Center (Limited Partnership) (苏州工业园区盛世优鲜企业管理中心(有限合伙)), a limited partnership duly incorporated and validly existing in the PRC (the “New Investor”), (ii) Changshu Shengshi Youxian Industrial Investment Fund Partnership (Limited Partnership) (常熟盛世优鲜产业投资基金合伙企业(有限合伙), a limited partnership duly incorporated and validly existing in the PRC (the “Changshu Shengshi Fund”), (iii) Missfresh Limited, a company incorporated and validly existing under the laws of Cayman Islands (the “Company”) and (iv) the entities as set forth on Schedule A (the “Other Group Companies”, together with the Company and each direct and indirect Subsidiary of any of the foregoing, and “Group Companies” or “Group” refers to all of the Group Companies collectively).
SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 21st, 2021 • Missfresh LTD • Retail-retail stores, nec • Hong Kong
THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into on February 9, 2021, by and among:
SERIES F PREFERRED SHARES PURCHASE AGREEMENTSeries F Preferred Shares Purchase Agreement • June 8th, 2021 • Missfresh LTD • Retail-retail stores, nec
This SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on May 29, 2021 by and between (i) Kairos Manford Private Equity Fund I LP, a limited partnership formed and validly existing under the law of the British Virgin Islands (the “New Investor”), (ii) Missfresh Limited, a company incorporated and validly existing under the laws of Cayman Islands (the “Company”), and (iii) the entities as set forth on Schedule A (the “Other Group Companies”, together with the Company and each direct and indirect Subsidiary of any of the foregoing, and “Group Companies” or “Group” refers to all of the Group Companies collectively).
