LIMITED GUARANTEELimited Guarantee • June 17th, 2020 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of June 12, 2020, is made by Morespark Limited (the “Guarantor”), a private company limited by shares incorporated under the Laws of Hong Kong, in favor of Bitauto Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 17th, 2020 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of June 12, 2020, by and among Morespark Limited, a private company limited by shares incorporated under the law of Hong Kong (“Tencent”), Hammer Capital Opportunities Fund L.P., an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner Hammer Capital Opportunities General Partner, an exempted company with limited liability organized under the laws of the Cayman Islands (“Hammer”, together with Tencent, the “Principal Investors” and, each, a “Principal Investor”), Mr. Bin Li (李斌) (the “Founder”), each person as set forth in Exhibit A to this Agreement other than Hammer (each, a “Rollover Investor” and, collectively, the “Rollover Investors”), Yiche Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and Yiche Mergersub Limited, an exempted company incorporated with limited liability under the laws of
SUPPORT AGREEMENTSupport Agreement • June 17th, 2020 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2020, by and among Yiche Holding Limited, an exempted company organized and existing under the laws of the Cayman Islands (“Parent”) and certain shareholders of Bitauto Holdings Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
EQUITY COMMITMENT LETTER Morespark Limited c/o Tencent Holdings Limited Level 29, Three Pacific PlaceEquity Commitment Letter • June 17th, 2020 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Yiche Holding Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Yiche Mergersub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and Bitauto Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a direct wholly-owned subsidiary of Parent. Concurrently with the delivery of this letter agreement, Hammer Capital Opportunities Fund L.P., acting through its gene
