CLASS A ORDINARY SHARES PURCHASE WARRANT For the Purchase of 144,000 Class A Ordinary Shares of SHENGFENG DEVELOPMENT LIMITEDSHENGFENG DEVELOPMENT LTD • April 4th, 2023 • Trucking & courier services (no air) • New York
This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Univest Securities, LLC 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 referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 30, 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Shengfeng Development Limited, a Cayman Islands exempted company (the “Company”), up to 144,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class A ordinary shares of the Company (the “Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 18th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Shengfeng Development Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], by and between Shengfeng Development Limited, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and [ ], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
UNDERWRITING AGREEMENTSHENGFENG DEVELOPMENT LTD • January 26th, 2023 • Trucking & courier services (no air) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York
This Securities Purchase Agreement (this “Agreement”), dated as of [●], 2023, is by between Shengfeng Development Limited, a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Working Capital Loan ContractSHENGFENG DEVELOPMENT LTD • August 4th, 2023 • Trucking & courier services (no air)
(Applicable to newly signed domestic RMB interest rates other than USD/GBP/EUR/JPY/CHF foreign currency interest rates, USD/GBP/EUR/JPY/CHF new benchmark rate borrowing)
UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air) • New York
The undersigned, Shengfeng Development Limited, a Cayman Islands exempted company (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as defined herein) as being subsidiaries of Shengfeng Development Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Univest Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Credit Line Agreement No.fj1122020113Line Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
Address: Fusheng Qianlong international annex building, 1F No.3, Middle Changle Road, Wangzhuang Street, Jin’an District, Fuzhou City
Call Option AgreementCall Option Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
This Call Option Agreement (this “Agreement”) has been executed by and among the following parties on January 7, 2021 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):
Form of House (Warehouse) / Site Lease ContractSHENGFENG DEVELOPMENT LTD • January 26th, 2023 • Trucking & courier services (no air)
According to the contract law of the people’s Republic of China and relevant laws and regulations, both parties have concluded this contract on the lease of the house from Party A through full consultation on the basis of equality and voluntariness.
Credit Line Agreement No.fj1122021141Line Agreement • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
Address: Fusheng Qianlong international annex building, 1F No.3, Middle Changle Road, Wangzhuang Street, Jin’an District, Fuzhou City
Working Capital Loan ContractSHENGFENG DEVELOPMENT LTD • March 29th, 2024 • Trucking & courier services (no air)
(Applicable to newly signed domestic RMB interest rates other than USD/GBP/EUR/JPY/CHF foreign currency interest rates、USD/GBP/EUR/JPY/CHF new benchmark rate borrowing)
Shengfeng Building Lease ContractBuilding Lease Contract • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
In accordance with the provisions of the Civil Code and relevant laws and regulations, Party A and Party B, on the basis of equality and voluntariness, enter into this Agreement on the lease of the house by Party A to Party B and the lease of the house by Party B in order to clarify the rights and obligations of both parties.
Freight Transportation ContractSHENGFENG DEVELOPMENT LTD • October 31st, 2022 • Trucking & courier services (no air)
This Contract is made and entered into by and between Party A (the consignor) and Party B (the carrier) regarding Party A’s consignment of Party B to transport goods in accordance with the terms and conditions of this Contract.
Equity Pledge AgreementEquity Pledge Agreement • August 3rd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
This Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 7, 2021 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):
Voting Rights Proxy AgreementVoting Rights Proxy Agreement • August 3rd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
This Voting Rights Proxy Agreement (the “Agreement”) has been executed by and among the following parties on , 20 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):
Supplementary Contract to the Working Capital Loan Contract No: fj1122022214-1SHENGFENG DEVELOPMENT LTD • August 4th, 2023 • Trucking & courier services (no air)
Address: Fusheng Qianlong international annex building, 1F No.3, Midlle Changle Road, Wangzhuang street, Jin’an District, Fuzhou City
Form of Lock-Up AgreementSHENGFENG DEVELOPMENT LTD • August 4th, 2023 • Trucking & courier services (no air)
Form of Freight Transportation ContractSHENGFENG DEVELOPMENT LTD • July 2nd, 2021 • Trucking & courier services (no air)
The shipper entrusts the carrier to use relevant equipment and means of transport to provide transportation services according to the needs of freight transportation; the carrier is willing and agrees to provide the above-mentioned services to the shipper. Based on the principles of equality, mutual benefit, and reciprocity, the two parties have reached the following terms after full consultation on the premise of complying with the laws and regulations of the People’s Republic of China.
Road Freight Transportation Platform Cooperation Agreement September 1, 2020SHENGFENG DEVELOPMENT LTD • October 31st, 2022 • Trucking & courier services (no air) • Hong Kong
This Road Freight Transportation Platform Cooperation Agreement between Shengfeng Logistics Group Co., Ltd. and Hefei Weitian Yuntong Information Technology Co., Ltd. (hereinafter referred to as “this Agreement”) is entered into on September 1, 2020 by and between the following parties:
Voting Rights Proxy AgreementVoting Rights Proxy Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
This Voting Rights Proxy Agreement (the “Agreement”) has been executed by and among the following parties on , 20 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):
Credit Line Agreement No.fj1122023039Credit Line Agreement • August 4th, 2023 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
Address: Fusheng Qianlong international annex building, 1F No.3, Middle Changle Road, Wangzhuang Street, Jin’an District, Fuzhou City
Equity Pledge AgreementEquity Pledge Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
This Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 7, 2021 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):
Technical Consultation and Service AgreementConsultation and Service Agreement • July 2nd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
This Technical Consulting and Services Agreement (the “Agreement”) is entered into as of January 7, 2021 in Fuzhou, People’s Republic of China (“PRC” or “China”) between the following two parties:
Road Freight Transportation Platform Cooperation Agreement January 1, 2022SHENGFENG DEVELOPMENT LTD • May 1st, 2023 • Trucking & courier services (no air)
This Road Freight Transportation Platform Cooperation Agreement between Shengfeng Logistics Group Co., Ltd. and Hefei Weitian Yuntong Information Technology Co., Ltd. (hereinafter referred to as “this Agreement”) is entered into on September 1, 2020 by and between the following parties:
Road Freight Transportation Cooperation AgreementTransportation Cooperation Agreement • July 2nd, 2021 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
According to the relevant laws and regulations of the state, through full and friendly negotiation between Party A and Party B, the following agreement is reached on Party B’s provision of freight transportation services for Party A, so that both parties can abide by it.
Supplementary Agreement of Road Freight Transport Cooperation AgreementSupplementary Agreement • March 29th, 2024 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
Party A and Party B signed the “Highway Freight Transportation Cooperation Agreement” on January 1, 2022 (Party B’s contract number is: B-SZWL-GLYS-20220424-2586, hereinafter referred to as the “Original Agreement”).
Road Freight Transportation Cooperation AgreementTransportation Cooperation Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
According to the relevant laws and regulations of the state, through full and friendly negotiation between Party A and Party B, the following agreement is reached on Party B’s provision of freight transportation services for Party A, so that both parties can abide by it.
Warehousing Service ContractWarehousing Service Contract • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
In accordance with the relevant laws and regulations of the People’s Republic of China, and through friendly negotiation between both parties, the following agreement has been reached on the provision of warehousing services by Party A to Party B so that both parties can abide.
Technical Consultation and Service AgreementTechnical Consultation and Service Agreement • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
This Technical Consulting and Services Agreement (the “Agreement”) is entered into as of January 7, 2021 in Fuzhou, People’s Republic of China (“PRC” or “China”) between the following two parties:
Shengfeng Logistics Group Co., Ltd. and Hefei Weitian Yuntong Information Technology Co. Ltd. Road Freight Transportation Platform Cooperation Agreement September 1, 2020SHENGFENG DEVELOPMENT LTD • July 2nd, 2021 • Trucking & courier services (no air) • Hong Kong
This Road Freight Transportation Platform Cooperation Agreement between Shengfeng Logistics Group Co., Ltd. and Hefei Weitian Yuntong Information Technology Co., Ltd. (hereinafter referred to as “this Agreement”) is entered into on September 1, 2020 by and between the following parties:
Freight Transportation ContractTransportation Contract • October 31st, 2022 • SHENGFENG DEVELOPMENT LTD • Trucking & courier services (no air)
The shipper entrusts the carrier to use relevant equipment and means of transport to provide transportation services according to the needs of freight transportation; the carrier is willing and agrees to provide the above-mentioned services to the shipper. Based on the principles of equality, mutual benefit, and reciprocity, the two parties have reached the following terms after full consultation on the premise of complying with the laws and regulations of the People’s Republic of China.
Maximum guarantee contract (for natural person guarantor) No.: fj1122023039SHENGFENG DEVELOPMENT LTD • August 4th, 2023 • Trucking & courier services (no air) • Fujian
In order to guarantee the performance of the debts under the main contract mentioned in Article 1 of this contract, the guarantor is willing to provide guarantee to the creditor. This contract is signed by both parties through equal consultation. Unless otherwise agreed in this contract, the interpretation of words in this contract shall be determined according to the main contract.
Form of Warehousing Service ContractSHENGFENG DEVELOPMENT LTD • July 2nd, 2021 • Trucking & courier services (no air)
In accordance with the relevant laws and regulations of the People’s Republic of China, and through friendly negotiation between both parties, the following agreement has been reached on the provision of warehousing services by Party A to Party B so that both parties can abide.
