Wei Chen BEST Store Network (Hangzhou) Co., Ltd. AND Hangzhou Baijia Business Management Consulting Co., Ltd. EQUITY PLEDGE AGREEMENT FOREquity Pledge Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This Equity Pledge Agreement (this “Agreement”) is entered into as of December 15, 2021 in Hangzhou, Zhejiang Province, the People’s Republic of China by and among the following Parties:
Hangzhou Baijia Business Management Consulting Co., Ltd. AND BEST Store Network (Hangzhou) Co., Ltd. EXCLUSIVE SERVICES AGREEMENT December 15, 2021Exclusive Services Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This SERVICES AGREEMENT (this “Agreement”) is entered into in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) on December 15, 2021.
SHARE PLEDGE AGREEMENTShare Pledge Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This SHARE PLEDGE AGREEMENT (this “Agreement”) dated as of August 19, 2021 (the “Execution Date”) is entered into by and among the following parties in Hangzhou, the PRC:
EXCLUSIVE CALL OPTION AGREEMENT FOR HANGZHOU BAIJIA BUSINESS MANAGEMENT CONSULTING CO., LTD.Exclusive Call Option Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This Exclusive Call Option Agreement (the “Agreement”) is entered into as of December 15, 2021 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
Wei Chen BEST Inc. BEST Store Network (Hangzhou) Co., Ltd. AND Hangzhou Baijia Business Management Consulting Co., Ltd. SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT FORShareholders’ Voting Rights Proxy Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of December 15, 2021 in Hangzhou, Zhejiang Province, the People’s Republic of China (the “PRC”) by and among the following Parties:
BEST Store Network (Hangzhou) Co., Ltd. AND Wei Chen LOAN AGREEMENT December 15, 2021Loan Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
This Loan Agreement (this “Agreement”) is entered into by and between the following two parties on December 15, 2021 in Zhejiang Province, the People’s Republic of China (the “PRC”):
Letter of UndertakingLetter of Undertaking • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
WHEREAS (1) Your Company, as a Lender, executed with BEST Logistics Technology (China) Co., Ltd., as a Borrower (“Borrower”), a Facility Agreement on August 19, 2021 under which the Lender shall provide a loan of RMB600,000,000 for the Borrower (“Facility Agreement”), and (2) as a condition precedent under the Facility Agreement, we shall make undertakings hereunder. Therefore, we hereby issue this Letter of Undertaking to you, and undertake as follows:
RMB 600,000,000 FACILITY AGREEMENTFacility Agreement • April 18th, 2022 • BEST Inc. • Trucking & courier services (no air)
1 Definitions 1 2 The Facilities 7 3 Utilisation 7 4 Conditions of Utilisation 8 5 Loan Term and Repayment 11 6 Stock Warrant 12 7 Conversion Option 15 8 WFOE Share Transfer 17 9 Cancellation of Unutilised Facilities 18 10 Prepayment 18 11 Interest 19 12 Account and Currency 20 13 Purpose 21 14 Tax 21 15 Representations, Warranties and Undertakings 22 16 Anti-Money Laundering Clause 26 17 Events of Default 29 18 Security Arrangement 31 19 Notices 31 20 Set-off and Order of Payment 34 21 Confidentiality 35 22 Miscellaneous 35 23 Governing Law and Dispute Resolution 36 24 Costs and Expenses 36 25 Novation 37 26 Survival 37 27 Effectiveness 38
