SERIES B WARRANTU Power LTD • December 8th, 2023 • Motor vehicle parts & accessories
THIS ORDINARY SHARE PURCHASE WARRANT (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 _____________, 2023 , and on or prior to 5:00 p.m. (New York City time) on _____________, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U Power Limited, an exempted company organized under the laws of the Cayman Islands (the “Company”), up to _____________ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ordinary, no par value per share of the Company (“Ordinary Shares”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 8th, 2023 • U Power LTD • Motor vehicle parts & accessories • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2023 • U Power LTD • Motor vehicle parts & accessories • New York
This Indemnification Agreement (this “Agreement”) is entered into as of 15 February 2022 by and between U Power 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 • February 14th, 2023 • U Power LTD • Motor vehicle parts & accessories • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of 15 February 2022, by and between U Power Limited, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and Bingyi Zhao, 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”).
2,416,667 Ordinary Shares U POWER LIMITED ORDINARY SHARES, PAR VALUE US$ 0.0000001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2023 • U Power LTD • Motor vehicle parts & accessories • New York
U Power Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,416,667 ordinary shares, par value US$0.0000001 per share, of the Company (the “Firm Shares”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2023 • U Power LTD • Motor vehicle parts & accessories • New York
This Securities Purchase Agreement (this “Agreement”), dated as of December __, 2023, is by between U Power 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”).
Youxu New Energy Technology (Zibo) Co., Ltd. Capital Increase AgreementSupplementary Agreement • August 12th, 2022 • U Power LTD • Retail-auto dealers & gasoline stations
Party B and its controlling shareholder intend to introduce Party A as an investor, and Party A agrees to invest in Party B in the form of currency capital increase and lease fee debt-to-equity conversion capital increase and become a shareholder of Party B.
Customized Passenger Transport Semi-Automatic Battery-Swapping Station Equipment Sales Agreement (Agreement Number: YXXC2022-1206) Date: 2022.12.22U Power LTD • August 22nd, 2023 • Motor vehicle parts & accessories
In accordance with the “Civil Code of the People’s Republic of China,” the “Product Quality Law of the People’s Republic of China,” and other relevant laws and regulations, and based on the principles of equality, mutual benefit, honesty, and equivalence, the Buyer and the Seller hereby reach an agreement on the purchase and sale of the Light Commercial Semi-Automatic Battery-Swapping Station (hereinafter referred to as the “Station”), and enter into the following terms to ensure mutual compliance:
Framework Cooperation AgreementFramework Cooperation Agreement • August 12th, 2022 • U Power LTD • Retail-auto dealers & gasoline stations
Party A is a key state-owned automobile R&D and production enterprise in Liuzhou under the Dongfeng Motor Group, and has a comprehensive automobile production and R&D system; Party B is a wholly-owned subsidiary of Youpin Automobile Group, a leading new energy intelligent commercial enterprise in the industry, with superior intelligent power swapping technology and rich resources and capabilities in the production of intelligent battery swapping equipment, green finance, vehicle sales and user operation.
Zhejiang Youguan Automobile Service Co., Ltd. Private Placement of Corporate Bonds that Can be Converted into Equity in 2020 Subscription AgreementSubscription Agreement • August 22nd, 2023 • U Power LTD • Motor vehicle parts & accessories
This Subscription Agreement (referred to as “this Agreement”) for Private Placement of Corporate Bonds (hereinafter referred to as “the Bonds”) that Can be Converted into Equity in 2020 for Zhejiang Youguan Automobile Service Co., Ltd. is entered into by the following parties:
Venue Lease AgreementVenue Lease Agreement • December 22nd, 2022 • U Power LTD • Motor vehicle parts & accessories • Fujian
Party A has the ownership and land use rights of the gas station in Exhibition City located on the south side of Chifeng Road, Tingdian Community, Jiangnan Street, Quanzhou City. Party B leases the above gas station site from Party A for business needs. In accordance with the “Civil Code of the People’s Republic of China” and relevant regulations and policies, the following terms have been agreed upon by both parties through negotiation, for mutual compliance and implementation.
Zhangdian Innovation and Entrepreneurship Center and Standard Workshop Project (Phase I) Plant lease contract December 2021U Power LTD • August 12th, 2022 • Retail-auto dealers & gasoline stations
Address: Room 818, R&D Building, Pioneer Park, Zibo Science and Technology Industrial Park, No. 69, West Shou, Sanying Road, Fangzhen Town, Zhangdian District, Zibo City, Shandong Province
Sales ContractU Power LTD • August 22nd, 2023 • Motor vehicle parts & accessories
Party A and Party B, in accordance with the Civil Code of the People’s Republic of China and other relevant laws and regulations, based on the principle of voluntariness, fairness, honesty and credit , after full and friendly consultations, reached an agreement as follows:
Investment Agreement on Joint Venture of Huzhou Zheyou New Energy Sales Co., Ltd.Investment Agreement • August 22nd, 2023 • U Power LTD • Motor vehicle parts & accessories
The investment agreement on the joint venture establishment of Huzhou Zheyou New Energy Sales Co., Ltd. (hereinafter referred to as the “Agreement”) was signed in Huzhou City on April 15, 2022 by the following two parties:
Project Cooperation AgreementProject Cooperation Agreement • December 22nd, 2022 • U Power LTD • Motor vehicle parts & accessories
After friendly negotiation, Party A and Party B have reached an agreement on the promotion project of electric vehicle battery swapping mode in Quanzhou, and signed this agreement .
Framework Cooperation AgreementFramework Cooperation Agreement • August 12th, 2022 • U Power LTD • Retail-auto dealers & gasoline stations
In the spirit of honesty and trustworthiness, reciprocity and mutual benefit, A and B form a cooperative partnership through friendly discussions. In future common development of Party Aand B, the two parties will jointly use the resources of both sides, support each other, and de-velop together to achieve the common goal of a win-win situation. By the common will of both parties, the following cooperation agreement is reached:
Settlement AgreementSettlement Agreement • August 22nd, 2023 • U Power LTD • Motor vehicle parts & accessories
Appellant (Original Defendant): Zhejiang Youguan Automotive Service Co., Ltd., with its registered address at Building 1-2, Exhibition Center, No. 32 Kaifa Avenue, Baiyang Street, Wuyi County, Jinhua City, Zhejiang Province.
Strategic Partnership AgreementStrategic Partnership Agreement • August 12th, 2022 • U Power LTD • Retail-auto dealers & gasoline stations
After friendly exchanges and negotiations between the two sides, the strategic cooperation of new energy battery swappable tractors and light trucks will be carried out on the principle of equality and mutual benefit and complementary advantages, and the extent of cooperation will include but is not limited to:
ESCROW AGREEMENTEscrow Agreement • December 8th, 2023 • U Power LTD • Motor vehicle parts & accessories • New York
This Escrow Agreement dated this 4th day of December 2023 (the “Escrow Agreement”), is entered into by and among U Power Limited, a company organized under the laws of the Cayman Islands (the “Company”), Univest Securities, LLC, (the “Placement Agent”) and Ortoli Rosenstadt LLP, as escrow agent (“Escrow Agent”); each a “Party” and collectively, the “Parties”.
Project Finance Loan ContractU Power LTD • August 22nd, 2023 • Motor vehicle parts & accessories
In order to safeguard your legitimate rights and interests, please read the following matters carefully before signing this contract:
Form of Lock-Up AgreementU Power LTD • December 8th, 2023 • Motor vehicle parts & accessories
Lease agreement for factory and office buildingLease Agreement • August 12th, 2022 • U Power LTD • Retail-auto dealers & gasoline stations
After friendly consultation between A and B, according to the Civil Code of the People’s Republic of China and the relevant provisions of the national and local governments on the leasing of factory buildings, and in accordance with the principle of equality and voluntariness, both parties reached the following agreement on the leasing of office buildings and production sites:
