LIMITED GUARANTEELimited Guarantee • February 4th, 2021 • Feng Min • Retail-catalog & mail-order houses • New York
LIMITED GUARANTEE, dated as of February 3, 2021 (this “Limited Guarantee”), by Shanghai Yingjun Enterprise Management Center (Limited Partnership) (上海映鋆企业管理中心（有限合伙）) (the “Guarantor”) in favor of Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
LOAN AGREEMENT by and between VISTA ASSOCIATES CORPORATION and RUHNN1106 INVESTMENT LIMITED DATED AS OF FEBRUARY 3, 2021Loan Agreement • February 4th, 2021 • Feng Min • Retail-catalog & mail-order houses • New York
This LOAN AGREEMENT (this “Agreement”) is entered into as of February 3, 2021 by and between Vista Associates Corporation (the “Lender”), a limited liability company incorporated in the British Virgin Islands, and Ruhnn1106 Investment Limited (the “Borrower”), a limited liability company incorporated in the British Virgin Islands.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 4th, 2021 • Feng Min • Retail-catalog & mail-order houses • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of February 3, 2021 by and among (i) RUNION Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and (ii) the parties listed on Schedule A attached hereto (each, an “Investor” and collectively, the “Investors”). Parent and the Investors are referred hereinafter as collectively the “Parties” and individually a “Party”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENT by and among RUNION HOLDING LIMITED RUNION MERGERSUB LIMITED and PARTIES LISTED ON SCHEDULE A HERETO DATED AS OF FEBRUARY 3, 2021Rollover Agreement • February 4th, 2021 • Feng Min • Retail-catalog & mail-order houses • New York
This ROLLOVER AGREEMENT (this “Agreement”) is entered into as of February 3, 2021 by and among (i) RUNION Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (ii) RUNION Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”); and (iii) certain shareholders of Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 4th, 2021 • Feng Min • Retail-catalog & mail-order houses
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13D and any further amendments thereto needs to be filed with respect to the beneficial ownership by each of the undersigned of the Class A Ordinary Shares of Ruhnn Holding Limited, a Cayman Islands company, and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13D; provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning any other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
