SHENGFENG DEVELOPMENT LTD Sample Contracts

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 18th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York

This Indemnification Agreement (this “Agreement”) is entered into as of by and between Shengfeng Development Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], by and between Shengfeng Development Limited, a company incorporated and existing under the laws of 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 parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York

This Securities Purchase Agreement (this “Agreement”), dated as of [●], 2023, is by between Shengfeng Development Limited, a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Working Capital Loan Contract
Working Capital Loan Contract • March 29th, 2024 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

(Applicable to newly signed domestic RMB interest rates other than USD/GBP/EUR/JPY/CHF foreign currency interest rates、USD/GBP/EUR/JPY/CHF new benchmark rate borrowing)

UNDERWRITING AGREEMENT
Underwriting Agreement • April 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York

The undersigned, Shengfeng Development Limited, a Cayman Islands exempted company (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as defined herein) as being subsidiaries of Shengfeng Development Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Univest Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Credit Line Agreement No.fj1122020113
Credit Line Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

Address: Fusheng Qianlong international annex building, 1F No.3, Middle Changle Road, Wangzhuang Street, Jin’an District, Fuzhou City

Call Option Agreement
Call Option Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

This Call Option Agreement (this “Agreement”) has been executed by and among the following parties on January 7, 2021 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):

Form of House (Warehouse) / Site Lease Contract
House (Warehouse) / Site Lease Contract • January 26th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

According to the contract law of the people’s Republic of China and relevant laws and regulations, both parties have concluded this contract on the lease of the house from Party A through full consultation on the basis of equality and voluntariness.

CLASS A ORDINARY SHARES PURCHASE WARRANT For the Purchase of 144,000 Class A Ordinary Shares of SHENGFENG DEVELOPMENT LIMITED
Purchase Warrant Agreement • April 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York

This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Univest Securities, 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 referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 30, 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Shengfeng Development Limited, a Cayman Islands exempted company (the “Company”), up to 144,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class A ordinary shares of the Company (the “Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Credit Line Agreement No.fj1122021141
Credit Line Agreement • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

Address: Fusheng Qianlong international annex building, 1F No.3, Middle Changle Road, Wangzhuang Street, Jin’an District, Fuzhou City

Freight Transportation Contract
Freight Transportation Contract • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

The shipper entrusts the carrier to use relevant equipment and means of transport to provide transportation services according to the needs of freight transportation; the carrier is willing and agrees to provide the above-mentioned services to the shipper. Based on the principles of equality, mutual benefit, and reciprocity, the two parties have reached the following terms after full consultation on the premise of complying with the laws and regulations of the People’s Republic of China.

Freight Transportation Contract
Freight Transportation Contract • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

This Contract is made and entered into by and between Party A (the consignor) and Party B (the carrier) regarding Party A’s consignment of Party B to transport goods in accordance with the terms and conditions of this Contract.

Equity Pledge Agreement
Equity Pledge Agreement • August 3rd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

This Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 7, 2021 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):

Technical Consultation and Service Agreement
Technical Consultation and Service Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

This Technical Consulting and Services Agreement (the “Agreement”) is entered into as of January 7, 2021 in Fuzhou, People’s Republic of China (“PRC” or “China”) between the following two parties:

Voting Rights Proxy Agreement
Voting Rights Proxy Agreement • August 3rd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

This Voting Rights Proxy Agreement (the “Agreement”) has been executed by and among the following parties on , 20 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):

Supplementary Contract to the Working Capital Loan Contract No: fj1122022214-1
Supplementary Contract to the Working Capital Loan Contract • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

Address: Fusheng Qianlong international annex building, 1F No.3, Midlle Changle Road, Wangzhuang street, Jin’an District, Fuzhou City

Form of Lock-Up Agreement
Lock-Up Agreement • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
Warehousing Service Contract
Warehousing Service Contract • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

In accordance with the relevant laws and regulations of the People’s Republic of China, and through friendly negotiation between both parties, the following agreement has been reached on the provision of warehousing services by Party A to Party B so that both parties can abide.

Road Freight Transportation Platform Cooperation Agreement September 1, 2020
Road Freight Transportation Platform Cooperation Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • Hong Kong

This Road Freight Transportation Platform Cooperation Agreement between Shengfeng Logistics Group Co., Ltd. and Hefei Weitian Yuntong Information Technology Co., Ltd. (hereinafter referred to as “this Agreement”) is entered into on September 1, 2020 by and between the following parties:

Voting Rights Proxy Agreement
Voting Rights Proxy Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

This Voting Rights Proxy Agreement (the “Agreement”) has been executed by and among the following parties on , 20 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):

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Credit Line Agreement No.fj1122023039
Credit Line Agreement • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

Address: Fusheng Qianlong international annex building, 1F No.3, Middle Changle Road, Wangzhuang Street, Jin’an District, Fuzhou City

Equity Pledge Agreement
Equity Pledge Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

This Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 7, 2021 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):

Road Freight Transportation Platform Cooperation Agreement January 1, 2022
Road Freight Transportation Platform Cooperation Agreement • May 1st, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

This Road Freight Transportation Platform Cooperation Agreement between Shengfeng Logistics Group Co., Ltd. and Hefei Weitian Yuntong Information Technology Co., Ltd. (hereinafter referred to as “this Agreement”) is entered into on September 1, 2020 by and between the following parties:

Road Freight Transportation Cooperation Agreement
Road Freight Transportation Cooperation Agreement • July 2nd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

According to the relevant laws and regulations of the state, through full and friendly negotiation between Party A and Party B, the following agreement is reached on Party B’s provision of freight transportation services for Party A, so that both parties can abide by it.

Shengfeng Building Lease Contract
Lease Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

In accordance with the contract law of the People’s Republic of China and relevant laws and regulations, Party A and Party B, on the basis of equality and voluntariness, enter into this Agreement on the lease of the house by Party A to Party B and the lease of the house by Party B in order to clarify the rights and obligations of both parties.

REPRESENTATIVE’S PURCHASE WARRANT SHENGFENG DEVELOPMENT LIMITED
Representative's Purchase Warrant • February 17th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York

This REPRESENTATIVE’S 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 referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20242 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Shengfeng Development Limited, a Cayman Islands exempted company (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class A ordinary shares of the Company (the “Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Shengfeng Building Lease Contract
Lease Agreement • July 2nd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

In accordance with the contract law of the People’s Republic of China and relevant laws and regulations, Party A and Party B, on the basis of equality and voluntariness, enter into this Agreement on the lease of the house by Party A to Party B in order to clarify the rights and obligations of both parties.

Supplementary Agreement of Road Freight Transport Cooperation Agreement
Supplementary Agreement of Road Freight Transport Cooperation Agreement • March 29th, 2024 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

Party A and Party B signed the “Highway Freight Transportation Cooperation Agreement” on January 1, 2022 (Party B’s contract number is: B-SZWL-GLYS-20220424-2586, hereinafter referred to as the “Original Agreement”).

Shengfeng Building Lease Contract
Lease Contract • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

In accordance with the provisions of the Civil Code and relevant laws and regulations, Party A and Party B, on the basis of equality and voluntariness, enter into this Agreement on the lease of the house by Party A to Party B and the lease of the house by Party B in order to clarify the rights and obligations of both parties.

Road Freight Transportation Cooperation Agreement
Road Freight Transportation Cooperation Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)

According to the relevant laws and regulations of the state, through full and friendly negotiation between Party A and Party B, the following agreement is reached on Party B’s provision of freight transportation services for Party A, so that both parties can abide by it.

Shengfeng Logistics Group Co., Ltd. and Hefei Weitian Yuntong Information Technology Co. Ltd. Road Freight Transportation Platform Cooperation Agreement September 1, 2020
Road Freight Transportation Platform Cooperation Agreement • July 2nd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • Hong Kong

This Road Freight Transportation Platform Cooperation Agreement between Shengfeng Logistics Group Co., Ltd. and Hefei Weitian Yuntong Information Technology Co., Ltd. (hereinafter referred to as “this Agreement”) is entered into on September 1, 2020 by and between the following parties:

Maximum guarantee contract (for natural person guarantor) No.: fj1122023039
Maximum Guarantee Contract • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • Fujian

In order to guarantee the performance of the debts under the main contract mentioned in Article 1 of this contract, the guarantor is willing to provide guarantee to the creditor. This contract is signed by both parties through equal consultation. Unless otherwise agreed in this contract, the interpretation of words in this contract shall be determined according to the main contract.

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