SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2024 • TuanChe LTD • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2024, between TuanChe Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 Attention: Wei Wen, CEOPlacement Agent Agreement • October 30th, 2024 • TuanChe LTD • Services-business services, nec • New York
This letter (the "Agreement") constitutes the agreement between Maxim Group LLC ("Maxim" or the "Placement Agent") and TuanChe Limited, a Cayman Islands company (the "Company"), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a "reasonable best efforts" basis, in connection with the proposed placement (the "Placement") of registered American Depositary Shares (the "ADSs"), with each ADS representing 240 Class A ordinary shares of the Company, par value $0.0001 per share (the "Ordinary Shares"), registered prefunded warrants to purchase Ordinary Shares (the "Prefunded Warrants", and the Ordinary Shares underlying the Prefunded Warrants, the "Prefunded Warrant Shares"), and unregistered warrants to purchase Ordinary Shares (the "Common Warrants", and the Ordinary Shares underlying the Common Warrants, the "Common Warrant Shares"). The Prefunded Warrant Shares and the Common Warrant Shares shall mean the "Warrant Shares". The Prefunded Warrants
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TUANCHE LIMITEDSecurities Agreement • October 30th, 2024 • TuanChe LTD • Services-business services, nec
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TuanChe Limited, a Cayman Islands corporation (the “Company”), up to [______] Ordinary Shares (the “Warrant Shares”) represented by [_____] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOCK-UP AGREEMENTLock-Up Agreement • October 30th, 2024 • TuanChe LTD • Services-business services, nec
Re: Securities Purchase Agreement, dated as of [__], 2024 (the “Purchase Agreement”), between TuanChe Limited (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
