Warburg Pincus & Co. Sample Contracts

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VOTING AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITED ASTRAL SUCCESS LIMITED ABUNDANT GRACE INVESTMENT LIMITED REDROCK HOLDING INVESTMENTS LIMITED TPG GROWTH III SF PTE. LTD. and 58.COM HOLDINGS INC. Dated July 12, 2021
Voting Agreement • July 13th, 2021 • Warburg Pincus & Co. • Hong Kong

A The Company and the Investors have entered into that certain Share Subscription Agreement, dated June 14, 2021 (the “Subscription Agreement”), pursuant to which, among other things, each Investor, severally but not jointly, has agreed to purchase (a) certain Senior Preferred Shares (as defined in the Subscription Agreement) from the Company, and (b) a warrant (collectively, the “Warrants”) to purchase certain Senior Preferred Shares.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 13th, 2010 • Warburg Pincus & Co • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 10, 2010, by and between China Biologic Products, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

Contract
Investors’ Rights Agreement • June 18th, 2019 • Warburg Pincus & Co.

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • June 18th, 2019 • Warburg Pincus & Co. • New York
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 24th, 2010 • Warburg Pincus & Co • New York

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 31, 2010, by and among (i) Ms. Lin Ling Li (the “Selling Stockholder”) and (ii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together, the “Buyers”, and each individually, a “Buyer”).

EXHIBIT G NIHAO AGREEMENT SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 27th, 2011 • Warburg Pincus & Co • New York

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), made and entered into as of this 23rd day of June, 2011, by and among Nihao China Corporation, a British Virgin Islands company (“Seller”) and WP X Investments IV Ltd. (“Buyer”).

TERMINATION AGREEMENT
Termination Agreement • July 13th, 2021 • Warburg Pincus & Co. • New York

WHEREAS, on May 29, 2019, the Company entered into a convertible note purchase agreement with the Investors and other parties thereto (the “CNPA”), pursuant to which the Investors and certain other investors agreed to subscribe for, and the Company agreed to issue to the Investors and certain other investors, certain convertible promissory notes (the “Notes”) with a total principal amount of US$230 million;

VOTING SUPPORT AGREEMENT
Voting Support Agreement • March 31st, 2021 • Warburg Pincus & Co. • Delaware

This Voting Support Agreement (this “Agreement”) is made and entered into as of March 26, 2021, by and among SOC Telemed, Inc., a Delaware corporation (the “Company”), and SOC Holdings LLC, a Delaware limited liability company (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

EXHIBIT H XUEDA REPURCHASE AGREEMENT SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • March 26th, 2014 • Warburg Pincus & Co.

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2014 (the “Trade Date”) by and between Xueda Education Group, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and WP X Investments IV Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Seller”).

Joint Filing Agreement
Joint Filing Agreement • June 18th, 2019 • Warburg Pincus & Co.

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares (including Class A Ordinary Shares represented by American depositary shares and Class B Ordinary Shares), par value $0.0001 per share, of Uxin Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)
Joint Filing Agreement • February 14th, 2019 • Warburg Pincus & Co.

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the undersigned contained therein but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it or he knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

EXHIBIT I JOINT FILING AGREEMENT
Joint Filing Agreement • March 17th, 2015 • Warburg Pincus & Co.

THIS JOINT FILING AGREEMENT is entered into as of March 17, 2015, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the ordinary shares, par value $0.0001 per share, of Xueda Education Group signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

EXHIBIT E
Warburg Pincus & Co • November 12th, 2010
JOINT FILING AGREEMENT
Joint Filing Agreement • November 10th, 2020 • Warburg Pincus & Co.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to securities of SOC Telemed, Inc., a Delaware corporation, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing an additional joint filing agreement, and further agree to the filing, furnishing, and/or incorporation by reference of this joint filing agreement as an exhibit thereto. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the undersigned contained therein but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person knows or has reason to believe that

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2022 • Warburg Pincus & Co.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Sotera Health Company and further agree to the filing of this agreement to be included as an exhibit to such filing. In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to such statement on Schedule 13G. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

Joint Filing Agreement
Joint Filing Agreement • February 14th, 2019 • Warburg Pincus & Co.

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value $0.0001 per share, of Cango Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2014 • Warburg Pincus & Co.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the foregoing Statement on Schedule 13G with respect to the common shares of Endurance International Group Holdings, Inc. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.

EXHIBIT F KAIYUAN AGREEMENT SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 21st, 2011 • Warburg Pincus & Co • New York

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), made and entered into as of this 17th day of June, 2011, by and among Kaiyuan Technology Limited, a British Virgin Islands company (“Seller”), Mr. Qiang DENG (邓强), holder of Chinese Identity Card No. 110102196711032318 (“Principal”) and WP X Investments IV Ltd. (“Buyer”).

EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • September 30th, 2022 • Warburg Pincus & Co.

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of Samsara, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • September 6th, 2022 • Warburg Pincus & Co.

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of Samsara, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)
Joint Filing Agreement • February 7th, 2020 • Warburg Pincus & Co.

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the undersigned contained therein but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it or he knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

SHARES PURCHASE AGREEMENT
Shares Purchase Agreement • November 12th, 2010 • Warburg Pincus & Co • New York

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

Joint Filing Agreement
Joint Filing Agreement • February 14th, 2019 • Warburg Pincus & Co.

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value $0.0001 per share, of Uxin Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

JOINT FILING AGREEMENT
Joint Filing Agreement • November 24th, 2010 • Warburg Pincus & Co

THIS JOINT FILING AGREEMENT is entered into as of November 22, 2010, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.0001 per share (the “Common Stock”) of China Biologic Products, Inc. and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

EXHIBIT J SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 17th, 2015 • Warburg Pincus & Co. • New York

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2015 (the “Trade Date”) by and between Golden Section Holding Corporation (the “Buyer”), a British Virgin Islands company 100% beneficially owned by Mr. Xin Jin, Chief Executive Officer of Xueda Education Group, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and WP X Investments IV Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Seller”).

JOINT FILING AGREEMENT
Joint Filing Agreement • April 6th, 2011 • Warburg Pincus & Co

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D, including any amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • November 12th, 2010 • Warburg Pincus & Co

THIS JOINT FILING AGREEMENT is entered into as of November 12, 2010, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the ordinary shares, par value $0.0001 per share, of Xueda Education Group and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 24th, 2010 • Warburg Pincus & Co • New York

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of September 7, 2010, by and among (i) Mr. Chao Ming Zhao (“CMZ”) and Golden Puma Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Selling Stockholder”, and together with CMZ, the “Sellers”) and (ii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together, the “Buyers”, and each individually, a “Buyer”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 24th, 2010 • Warburg Pincus & Co • New York

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 30, 2010, by and among (i) the parties listed in Schedule 1 hereto (together, the “Selling Stockholders”, and each individually, a “Selling Stockholder”) and (ii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together, the “Buyers”, and each individually, a “Buyer”).

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)
Joint Filing Agreement • February 14th, 2017 • Warburg Pincus & Co.

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

SUPPLEMENTARY AGREEMENT IN CONNECTION WITH THE CONVERTIBLE NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES
Supplementary Agreement • July 13th, 2021 • Warburg Pincus & Co. • New York

This SUPPLEMENTARY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Supplementary Agreement” or this “Agreement”), dated June 17, 2021, is entered into by and between Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Mr. Kun Dai (戴琨), a PRC individual with PRC identity card no. of 610104198204066214 (the “Founder”), Redrock Holding Investments Limited, a business company incorporated under the laws of the British Virgin Islands (“WP”), TPG Growth III SF Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (“TPG”), 58.com Holdings Inc., a business company incorporated under the laws of the British Virgin Islands (the “Strategic Investor”, together with WP and TPG, the “Major Purchasers”), ClearVue UXin Holdings, Ltd., a company incorporated under the laws of the Cayman Islands (“Clearvue”) and Magic Carpet International Limited, a busin

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