REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2022 • Eve One Fund II L.P. • Services-business services, nec
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made on July 27, 2022 by and among Uxin Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), and Abundant Grace Investment Limited, a company limited by shares incorporated under the laws of British Virgin Islands. (the “Investor”).
ContractVoting Agreement • August 23rd, 2023 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • July 22nd, 2021 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
WHEREAS, the Company desires to allot and issue to each Investor, and each Investor desires to, severally but not jointly, subscribe for and be issued from the Company, certain Senior Preferred Shares (as defined below). In addition, the Company agrees to issue to each Investor a warrant (each a “Warrant” and collectively the “Warrants”, together with the Senior Preferred Shares, the “Subscription Securities”) to purchase certain Senior Preferred Shares, pursuant to the terms and conditions set forth in this Agreement; and
AMENDMENT AGREEMENT TO THE WARRANTAgreement • January 19th, 2023 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the Parties hereto agree as follows:
WARRANT TO PURCHASE SENIOR CONVERTIBLE PREFERRED SHARESEve One Fund II L.P. • July 22nd, 2021 • Services-business services, nec
THIS CERTIFIES THAT, for value received, Abundant Grace Investment Limited, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Uxin Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), senior convertible preferred shares of the Company, par value of US$0.0001 per share (the “Shares” or “Warrant Share”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the share subscription agreement, dated June 14, 2021, by and among the Company, the Holder and another party described therein (the “Subscription Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Subscrip
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITED ASTRAL SUCCESS LIMITED ABUNDANT GRACE INVESTMENT LIMITED and ABUNDANT GLORY INVESTMENT L.P. Dated March 26, 2024Investors’ Rights Agreement • March 28th, 2024 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
A Certain Investors are the holders of the Company’s Senior Preferred Shares and possess information rights, participation rights, rights of first refusal, co-sale rights and other rights pursuant to that certain Amended and Restated Investors’ Rights Agreement dated July 27, 2022, by and among the Company, the Investors and the Principal Parties (the “Prior Agreement”).
SECOND AMENDED AND RESTATED VOTING AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITED ASTRAL SUCCESS LIMITED ABUNDANT GRACE INVESTMENT LIMITED and ABUNDANT GLORY INVESTMENT L.P. Dated March 26, 2024Voting Agreement • March 28th, 2024 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
A The Company, Joy Capital, NIO Grace, NIO Glory and the Principal Parties entered into an Amended and Restated Voting Agreement dated August 17, 2023 (the “Prior Agreement”).
VOTING AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITED ASTRAL SUCCESS LIMITED ABUNDANT GRACE INVESTMENT LIMITED and ABUNDANT GLORY INVESTMENT L.P. Dated July 27, 2022Voting Agreement • August 2nd, 2022 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
A The Company, Joy Capital and NIO Grace entered into a Share Subscription Agreement dated June 14, 2021 (as supplemented and amended fom time to time, the “2021 Subscription Agreement”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITED ASTRAL SUCCESS LIMITED ABUNDANT GRACE INVESTMENT LIMITED and ABUNDANT GLORY INVESTMENT L.P. Dated July 27, 2022Investors’ Rights Agreement • August 2nd, 2022 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
A Certain Investors are the holders of the Company’s Senior Preferred Shares and possess information rights, participation rights, rights of first refusal, co-sale rights and other rights pursuant to that certain Investors’ Rights Agreement dated July 12, 2021, by and among the Company, Joy Capital, NIO Grace and the Principal Parties, as amended by the Joinder Agreement to the Investors’ Rights Agreement dated November 15, 2021, by and among NIO Grace and certain other parties thereto (the “Prior Agreement”).
INVESTORS’ RIGHTS AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITEDInvestors’ Rights Agreement • July 22nd, 2021 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
A The Company and the Investors have entered into that certain Share Subscription Agreement, dated June 14, 2021 (the “Subscription Agreement”), pursuant to which, among other things, each Investor, severally but not jointly, has agreed to purchase (a) certain Senior Preferred Shares (as defined in the Subscription Agreement) from the Company, and (b) a warrant (collectively, the “Warrants”) to purchase certain Senior Preferred Shares.
SUPPLEMENTARY AGREEMENT IN CONNECTION WITH THE SHARE SUBSCRIPTION AGREEMENTSupplementary Agreement • April 7th, 2023 • Eve One Fund II L.P. • Services-business services, nec
This SUPPLEMENTARY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Supplementary Agreement”), dated April 4, 2023, is entered into by and between Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Abundant Grace Investment Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“NIO Capital” or the “Investor”).
JOINT FILING AGREEMENT UXIN LIMITEDJoint Filing Agreement • July 22nd, 2021 • Eve One Fund II L.P. • Services-business services, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
SHARE SUBSCRIPTION AGREEMENT dated June 30, 2022 by and between ABUNDANT GRACE INVESTMENT LIMITED and UXIN LIMITEDShare Subscription Agreement • July 7th, 2022 • Eve One Fund II L.P. • Services-business services, nec • Hong Kong
WHEREAS, the Company desires to allot and issue to the Investor, and the Investor desires to subscribe for and be issued from the Company, certain Senior Preferred Shares (the “Subscription Securities”), pursuant to the terms and conditions set forth in this Agreement; and
