SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 26, 2023, between SunCar Technology Group Inc., 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 23rd, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking • New York
This letter (this “Agreement”) constitutes the agreement between SunCar Technology Group Inc. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking
SHARE PURCHASE AGREEMENT dated as of [●], 2022 by and among AUTO SERVICES GROUP LIMITED, GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • January 18th, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking • New York
ContractSunCar Technology Group Inc. • October 23rd, 2023 • Services-automotive repair, services & parking • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [ ] (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) FT GLOBAL CAPITAL, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF FT GLOBAL CAPITAL, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.
FORM OF EXECUTIVE EMPLOYMENT AGREEMENTForm of Executive Employment Agreement • March 9th, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [●] 2023, by and between SunCar Technology Group Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and [●], an individual with Passport No. [●] (the “Executive”).
ContractSunCar Technology Group Inc. • October 27th, 2023 • Services-automotive repair, services & parking • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING OCTOBER 25, 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) FT GLOBAL CAPITAL, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF FT GLOBAL CAPITAL, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.
Lock-Up AgreementLock-Up Agreement • October 27th, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 27th, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking • New York
This letter (this “Agreement”) constitutes the agreement between SunCar Technology Group Inc. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.
AMENDMENT NO. 1 TO SHARE SUBSCRIPTION FACILITYShare Subscription Facility • November 27th, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking
This Amendment No. 1 to Share Subscription Facility (the “Amendment”), is made as of September 19, 2023, by and among AUTO SERVICES GROUP LIMITED, an exempted company incorporated under the laws of the Cayman Islands whose registered office is at c/o Vistra (Cayman) Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205, Cayman Islands (the “Company”), the Company being a wholly owned subsidiary of SunCar Technology Group Inc., an exempted company incorporated under the laws of the Cayman Islands; GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and t
SUNCAR TECHNOLOGY GROUP INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ Debt SecuritiesIndenture • June 3rd, 2024 • SunCar Technology Group Inc. • Services-automotive repair, services & parking • New York
Indenture, dated as of [●], 20__, among SunCar Technology Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [Trustee], as trustee (the “Trustee”):
Share Subscription AgreementShare Subscription Agreement • May 25th, 2023 • SunCar Technology Group Inc. • Services-automotive repair, services & parking • New York
This Share Subscription Agreement (this “Agreement”) is entered into as of May 19, 2023 (the “Signing Date”) in People’s Republic of China (for the purpose of this Agreement, excluding Hong Kong, Macao and Taiwan, the “PRC”) by and between:
