NOTE CONVERSION AND SHARE EXCHANGE LETTERNote Conversion and Share Exchange Letter • July 20th, 2022 • 58.com Inc. • Services-computer programming, data processing, etc.
WHEREAS, we, 58.com Holdings Inc., a business company incorporated under the laws of the British Virgin Islands (“we,” “us,” “our” or “58.com”) entered into that certain convertible note purchase agreement dated as of May 29, 2019 (the “May 2019 CNPA”) with Uxin Limited (“you,” “your” or the “Company”) and certain other parties thereto, pursuant to which the Company issued to 58.com a convertible promissory note in the principal amount of US$100,000,000 on June 10, 2019 (the “Original 58.com Note”) against the full payment of the purchase price from 58.com; and
FRAMEWORK AgreementFramework Agreement • July 20th, 2022 • 58.com Inc. • Services-computer programming, data processing, etc. • New York
This Framework Agreement is entered into as of July 18, 2022 (this “Agreement”) by and among Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Uxin”), Mr. Kun Dai (戴琨), a PRC individual with PRC identity card no. of [***] (the “Founder”), the Affiliates of Uxin identified on Schedule A hereto (collectively, the “Uxin Entities”, and together with Uxin and the Founder, the “Uxin Parties”), 58.com Holdings Inc., a business company incorporated under the laws of the British Virgin Islands (“58.com”) and the Affiliates of 58.com identified on Schedule B hereto (collectively, the “58.com Entities”, and together with 58.com, the “58.com Parties”). Each of the Uxin Parties and the 58.com Parties is hereinafter referred to as a “Party”, and together as the “Parties”.
