SPONSOR LETTERHEAD] BEST Global Partners Grand Cayman KY1-9008 Cayman Islands Attention: Mr. Shao-Ning Johnny Chou Email: [•] Mr. George Chow Email: [•] Re: Acquisition of BEST, Inc. Ladies and Gentlemen:Merger Agreement • June 21st, 2024 • Chou Shao-Ning Johnny • Trucking & courier services (no air) • New York
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among BEST Global Partners, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Phoenix Global Partners, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and BEST Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). Concurrently with the delivery of this letter, each of the parties listed on Schedule 1 hereto is entering into a letter agreement committing to provide equity financing to Parent in accordance with the terms thereof. This letter agreement is being deliv
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • June 21st, 2024 • Chou Shao-Ning Johnny • Trucking & courier services (no air) • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 19, 2024 by and among (i) BEST Global Partners, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and (ii) certain shareholders of BEST Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (as the same may be amended from time to time in accordance with the terms hereof) (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 21st, 2024 • Chou Shao-Ning Johnny • Trucking & courier services (no air) • Hong Kong
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of December 25, 2023, by and between Alibaba.com Hong Kong Limited, a company incorporated under the laws of Hong Kong (the “Assignor”) and Alibaba.com China Limited, a company incorporated under the laws of Hong Kong (the “Assignee”).
INTERIM CONSORTIUM AGREEMENTInterim Consortium Agreement • June 21st, 2024 • Chou Shao-Ning Johnny • Trucking & courier services (no air) • New York
This INTERIM CONSORTIUM AGREEMENT (the “Agreement”) is made as of June 19, 2024, by and among BEST Global Partners, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Phoenix Global Partners, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and each of the Persons set forth in Schedule I hereto (the “Investors” and, together with Parent, Merger Sub and other parties that join this Agreement by executing a joinder in substantially the form of Exhibit B attached hereto, the “Parties” and each a “Party”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below) or, if not defined therein, in the Rollover Agreement and applicable Equity Commitment Letters (each as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • June 21st, 2024 • Chou Shao-Ning Johnny • Trucking & courier services (no air)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.
