0001047469-17-005397 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2017 by and between Secoo Holding Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong

WHEREAS, the Company plans to file a registration statement on Form F-1 on [ ], 2017 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing [Class A ordinary shares] (“Ordinary Shares”) of the Company as specified in the Registration Statement; and

Loan Agreement
Loan Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Loan Agreement (the “Agreement”) is made and entered into by and between the following parties on September 15th, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan region solely for the purpose of this Agreement).

Exclusive Option Agreement
Exclusive Option Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Exclusive Option Agreement (“Agreement”) is executed by and among the following Parties as of September 15th, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan region solely for the purpose of this Agreement):

EMPLOYMENT AGREEMENT
Employment Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2017 by and between Secoo Holding Limited, a company incorporated and existing under the laws of the 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 subsidiaries and affiliates (collectively, the “Group”).

Deposit Account Pledge Agreement (applicable to general credit or ordinary loans)
Account Pledge Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

Instructions: This Agreement is concluded by the parties hereto on the basis of equality and free will in accordance with the relevant laws and regulations, and all the clauses hereof are expression of true intention of the parties. In order to sufficiently protect the lawful rights of the Pledgor, the Pledgee requests the Pledgor to carefully read the clauses of this Agreement, especially those in bold herein and take the contents thereof into full consideration. If there is any question or ambiguity, please promptly consult the Pledgee or professional agency or personnel.

Guarantee Agreement (Maximum Amount) For Corporate Guarantor (Ref No.: CL201511002-GA-1-001)
Guarantee Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
Exclusive Option Agreement
Exclusive Option Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 24th day of May, 2011 in Beijing, China:

Share Pledge Agreement
Share Pledge Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

In this Agreement, each of Pledgee, Pledgors and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

Power of Attorney Agreement
Power of Attorney Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Power of Attorney Agreement (this “Agreement”) is executed by and between the following Parties as of the 24th day of May, 2011 in Beijing, China :

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on the 24th day of May, 2011 in Beijing, China.

Exclusive Intellectual Property Purchase Agreement
Exclusive Intellectual Property Purchase Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Exclusive Intellectual Property Purchase Agreement (this “Agreement”) is made and entered into by and between the following Parties on the 24th day of May, 2011 in Beijing, China.

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 15, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan region solely for the purpose of this Agreement).

Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Equity Interest Pledge Agreement (“Agreement”) is executed by and among the following Parties as of September 15th, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan region solely for the purpose of this Agreement):

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Amended and Restated Shareholders Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong

The Series A-1 Preferred Shareholders, Series A-2 Preferred Shareholders, Series B Preferred Shareholders, Series C Preferred Shareholders, Series D Preferred Shareholders and Series E Preferred Shareholders are collectively referred to as the “Preferred Shareholders”, and each, a “Preferred Shareholder”.

General Credit Contract
Secoo Holding LTD • August 25th, 2017 • Retail-retail stores, nec • Hong Kong

Instructions: This Agreement is concluded by the parties hereto on the basis of equality and free will in accordance with the relevant laws and regulations, and all the clauses hereof are expression of true intention of the parties. In order to sufficiently protect the lawful rights of the Debtor, the Creditor requests the Debtor to carefully read the clauses of this Agreement, especially those in bold herein and take the contents thereof into full consideration. If there is any question or ambiguity, please promptly consult Party B or professional agency or personnel.

Floating Mortgage Agreement (Maximum Amount) (Ref No.: CL201511002-FM-001)
Mortgage Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
Facility Agreement For working capital loans (Ref No.: CL201511002)
Facility Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • Macau

Pursuant to the terms and conditions of this Agreement (“the Agreement”), the Financing Bank agrees to make the facility available to the Client(s) as below (“the Facility”):

Supplemental Agreement to Exclusive Business Cooperation Agreement
Supplemental Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Supplemental Agreement to Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into in Beijing, China on March 26, 2015 by and between:

Amendment Agreement to the Exclusive Business Cooperation Agreement
Amendment Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec

This Amendment Agreement to the Exclusive Business Cooperation Agreement (this “Agreement”) is entered into by and between the following parties on March 26, 2015, in the city of Beijing, the People’s Republic of China (the “PRC”).

Amendment Agreement (Ref. No.: CL201511002-001)
Amendment Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
SUBSCRIPTION AGREEMENT
Subscription Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • New York

WHEREAS, the Company plans to file a registration statement on Form F-1 in or about [October], 2017 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing [Class A ordinary shares] (“Ordinary Shares”) of the Company as specified in the Registration Statement; and

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