SUBSCRIPTION AGREEMENTSubscription Agreement • August 9th, 2024 • WeRide Inc. • Services-computer integrated systems design • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on July 26, 2024 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares of par value US$0.00001 per share, (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
SERIES D+ PREFERRED SHARE AND WARRANT PURCHASE AGREEMENTSeries D+ Preferred Share and Warrant Purchase Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • Hong Kong
THIS SERIES D+ PREFERRED SHARE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into on October 29, 2022 by and among:
DEPOSIT AGREEMENT by and among WERIDE INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of , 2024Deposit Agreement • August 9th, 2024 • WeRide Inc. • Services-computer integrated systems design • New York
DEPOSIT AGREEMENT, dated as of , 2024, by and among (i) WeRide Inc., a company incorporated in the Cayman Islands, with its principal executive office at 1st Floor, Tower A, Guanzhou Life Science Innovation Center, No. 51, Luoxuan Road, Guangzhou International Biotech Island, Guangzhou, People’s Republic of China and its registered office at Offices of International Corporation Services Ltd., P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 1 Columbus Circle, New York, NY 10019, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereu
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 21st, 2024 • WeRide Inc. • Services-computer integrated systems design • New York
WHEREAS, the Company and the Purchaser entered into a Subscription Agreement (the “Original Agreement”) on August 8, 2024. The Parties now agree to amend and restate the Original Agreement by executing this Agreement, which shall supersede and replace the Original Agreement;
SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • Hong Kong
THIS SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on October 29, 2022 (the “Effective Date”), by and among:
SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • Hong Kong
THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into on October 29, 2022, by and among:
SERIES SEED-1 AND SERIES B-2 PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • May 1st, 2023 • WeRide Inc. • Services-computer integrated systems design • Hong Kong
THIS SERIES SEED-1 AND SERIES B-2 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on December 24, 2021 by and among:
GOODS PURCHASE AGREEMENT Between Alliance Automotive Research & Development (Shanghai) Co., Ltd. And Guangzhou Weride Technology Co., Ltd.Goods Purchase Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • Macau
This GOODS PURCHASE AGREEMENT (“this Agreement”) is executed by and between the following parties in Shanghai, and becomes effective on July 31, 2023 (“Effective Date”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _______________________ by and between WeRide Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and _______________________, an individual, (Passport/PRC ID Card No. _____________________) (the “Indemnitee”).
Agreement on Subsequent Collaboration between Robert Bosch GmbH Bosch Automotive Products (Suzhou) Co., Ltd. WeRide Inc. Wuxi WeRide Intelligent Technology Co., Ltd. and Guangzhou WeRide Technology Limited CompanyLicense and Collaboration Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design
Based on the foregoing, Bosch, Bosch China, WeRide, WeRide China and WeRide Guangzhou the (together the “Parties”, each a “Party”) agree as follows (“Agreement”):
Form of Agreement on Automatic Driving Project Cooperation and Vehicle Purchase Between Yutong and Guangzhou WeRideWeRide Inc. • July 26th, 2024 • Services-computer integrated systems design
SUBSCRIPTION AGREEMENTSubscription Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • New York
WHEREAS, the Company plans to file a registration statement on Form F-1 on or about July 26, 2024 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares of par value US$0.00001 per share (“Ordinary Shares”) of the Company as specified in the Registration Statement;
ContractCooperation Agreement • August 9th, 2024 • WeRide Inc. • Services-computer integrated systems design
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • May 1st, 2023 • WeRide Inc. • Services-computer integrated systems design • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises set forth hereinafter, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
MASTER SERVICES AGREEMENT Between Alliance Automotive Research & Development (Shanghai) Co., Ltd. And Guangzhou WeRide Technology Co.,LtdMaster Service Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • Macau
This Master Service Agreement (hereinafter as this “Agreement”) is executed by and between the following parties in Shanghai, and becomes effective on November 1, 2023 (“Effective Date”):
● ] American Depositary Shares Representing [ ● ] Class A Ordinary Shares (par value US$ 0.00001 per share) WERIDE INC. UNDERWRITING AGREEMENTWeRide Inc. • August 15th, 2024 • Services-computer integrated systems design • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of __________________, by and between WeRide Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ________________ (Passport/ID Card No. _____________________) (the “Executive”).
CO-OPERATION AGREEMENTCo-Operation Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • New York
WHEREAS, Renault and WeRide have entered in May 2024 into a collaboration agreement with Renault Group regarding demonstration and potential future joint development of WeRide’s self-driving vehicles for automated road transport systems in Europe on an exclusive basis for fourteen (14) months;
FORM OF SERVICES AGREEMENT Between Alliance Automotive Research & Development (Shanghai) Co., Ltd. And Guangzhou Weride Technology Co., Ltd. Document No.: [ ]Services Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • Macau
THIS SERVICES AGREEMENT (this “Agreement”) is executed by and between the following parties in Shanghai, and becomes effective on (“Effectiveness Date”):
Data Service Framework AgreementWeRide Inc. • July 26th, 2024 • Services-computer integrated systems design
In accordance with the provisions of the Civil Code of the People’s Republic of China and relevant laws and regulations, Party A and Party B, through friendly negotiation and based on the principles of equality, voluntariness, fairness, and good faith, sign the following agreement by consensus in Guangzhou regarding the provision of data acquisition and annotation services by Party B to Party A:
NOMINATING AND SUPPORT AGREEMENTNominating and Support Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design
This NOMINATING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as July 26, 2024, by and among (i) WeRide, Inc., a Cayman Islands exempted company (“Parent”), (ii) Tony Xu Han (“Founder 1”), (iii) Yan Li (“Founder 2” and, together with Founder 1, each a “Founder” and collectively the “Founders”), and (iv) Alliance Ventures, B.V., a private company with limited liability under Dutch law (“Alliance Ventures”).
Framework Agreement for the Procurement and Services of High-definition MapsWeRide Inc. • August 20th, 2024 • Services-computer integrated systems design
Party A is a high-tech company engaged in the research and development, as well as the operation, of high-level autonomous driving, and it requires the use of high-precision maps in its business operations. Party B agrees to provide services such as the collection, production, and provision of high-precision maps to Party A, and Party A agrees to procure high-precision map services from Party B.
SERVICES AGREEMENT Between Nissan Mobility Service Co., Ltd. And Guangzhou Weride Technology Co., Ltd..Services Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design
THIS SERVICES AGREEMENT (this “Agreement”) is executed on Oct 20, 2022 (“Executive Date”) by and between the following Parties in Suzhou:
SUBSCRIPTION AGREEMENTSubscription Agreement • October 21st, 2024 • WeRide Inc. • Services-computer integrated systems design • New York
WHEREAS, the Company plans to file a registration statement on Form F-1 on or about July 26, 2024 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares of par value US$0.00001 per share (“Ordinary Shares”) of the Company as specified in the Registration Statement;
