0001047469-18-004128 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ________, 2018 by and between Uxin Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and______________([Passport/ID] Number___________________) (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2018 by and between Uxin Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ____________, an individual (the “Executive”).

Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 4, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):

EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 13, 2017 in Beijing, the People’s Republic of China (“China” or the “PRC”):

Loan Agreement
Loan Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of November 23, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):

EXCLUSIVE BUSINESS COOPERATION AGREEMENT
Exclusive Business Cooperation Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 18, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”).

Amended and Restated Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 11, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”).

Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 4, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):

Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 4, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):

UXIN LIMITED FOURTEENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT January 2, 2018
Shareholders Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec • Hong Kong
Fourth Amended and Restated Equity Interest Pledge Agreement
Interest Pledge Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec

This Fourth Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 23, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):

FAIRLUBO AUCTION COMPANY LIMITED THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT May 27, 2017
Shareholders’ Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec • Hong Kong

Schedule of Notice Exhibit A: Particulars of Investors – Part I: Particulars of Series A Investor – Part II: Particulars of Series Al Investor – Part III: Particulars of Series B Investors

SHARE SURRENDER AND LOAN REPAYMENT AGREEMENT
Share Surrender and Loan Repayment Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec • Hong Kong

THIS SHARE SURRENDER AND LOAN REPAYMENT AGREEMENT (this “Agreement”) is made on May 28, 2018 by and among Uxin Limited, a company incorporated in the Cayman Islands, whose registered office is at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY-1-1205, Cayman Islands (the “Company”), Mr. Kun Dai, the founder, chairman of the board of directors and chief executive officer of the Company and Xin Gao Group Limited, a British Virgin Islands company wholly owned by Mr. Kun Dai, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Xin Gao”). The Company, Mr. Kun Dai and Xin Gao may hereinafter be referred to from time to time as a “Party” in their individual capacities and as “Parties” collectively.

SHARE CONVERSION AGREEMENT
Share Conversion Agreement • May 29th, 2018 • Uxin LTD • Services-business services, nec • Hong Kong
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