Indemnification AgreementIndemnification Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2021 by and between TuSimple Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
TUSIMPLE HOLDINGS INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Xiaodi Hou (“Executive”) and TuSimple Holdings Inc., a Delaware corporation (the “TuSimple”), effective as of the date specified in Section 1 below.
TUSIMPLE HOLDINGS INC. March 22, 2021Letter Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design
This letter agreement (the “Agreement”) serves to confirm the terms and conditions of your continued employment with TuSimple Holdings Inc., formerly known as TuSimple (Cayman) Limited (hereinafter, “TuSimple”) or one of its subsidiaries (referred to collectively herein as the “TuSimple Group”). For purposes of this Agreement, the “Company” shall refer to the member of the TuSimple Group that actually employs you, which may change from time to time. This Agreement is effective as of the date of your signing.
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • California
This Ordinary Share Purchase Agreement (this “Agreement”) is made as of January 8, 2021 by and among Tusimple (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”); and Classic Elite Limited, an exempted company duly formed and validly existing under the laws of the Cayman Islands (the “Purchaser”).
TUSIMPLE (CAYMAN) LIMITED SERIES D-1 PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • Hong Kong
the Japan Co, HK Auto Tech, the Founders, the Founder Holdcos and the Purchasers shall be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule 3 attached hereto.
TUSIMPLE (CAYMAN) LIMITED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • Hong Kong
Each of the Company, the HK Co, the WFOE, the US Co, the DomCos, the PRC Subsidiaries, the Japan Co, HK Auto Tech, the Founders, the Founder Holdcos and the Purchaser shall be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule 3 attached hereto.
Loan Transfer Tripartite AgreementLoan Transfer Tripartite Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design
This Loan Transfer Tripartite Agreement (“Agreement”) is entered into on June 19, 2017 in Haidian District, Beijing, the People’s Republic of China (“PRC”) by and among:
TUSIMPLE HOLDINGS INC. March 22, 2021Letter Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design
This letter agreement (the “Agreement”) serves to confirm the terms and conditions of your continued employment with TuSimple Holdings Inc., formerly known as TuSimple (Cayman) Limited (hereinafter, “TuSimple”) or one of its subsidiaries (referred to collectively herein as the “TuSimple Group”). For purposes of this Agreement, the “Company” shall refer to the member of the TuSimple Group that actually employs you, which may change from time to time. This Agreement is effective as of the date of your signing.
TUSIMPLE (CAYMAN) LIMITED SEVENTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTAssumption Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • Hong Kong
Each of the Company, the Investors, the Founders, the Founder Holdcos, the HK Co, the US Co, HK Auto Tech, the DomCo and the WFOE shall be referred to individually as a “Party” and collectively as the “Parties”. Each Investor shall become a Party to this Agreement by executing and delivering a counterpart signature page hereto. For the avoidance of doubt, no Investor shall be entitled to any right contemplated hereunder as a shareholder of the Company with respect to the relevant Shares of the Company to be subscribed for by it pursuant to the applicable share purchase agreement by and among such Investor, the Company and certain other parties thereto (the “Applicable SPA” with respect to such Investor) unless and until it has subscribed for and been issued such relevant Shares of the Company pursuant to the Applicable SPA.
Loan AgreementLoan Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design
This Loan Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between the Parties below as of April 7, 2017, in Beijing, China:
Security Deposit ContractSecurity Deposit Contract • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design
This Security Deposit Contract (hereinafter referred to as the “Agreement”) is made and entered into by and among the parties below as of December 22, 2017, in Haidian District, Beijing:
TUSIMPLE HOLDINGS INC. SERIES E-2 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • Hong Kong
Each of the Company, the HK Co, the WFOE, the US Co, the DomCo, HK Auto Tech, the Founders, the Founder Holdcos and the Purchaser shall be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule 3 attached hereto.
LEASE BETWEEN LJ GATEWAY OFFICE LLC AND TUSIMPLE LLCLease • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • California
THIS LEASE is made as of December 16, 2016, by and between LJ GATEWAY OFFICE LLC, a Delaware limited liability company, hereafter called “Landlord,” and TUSIMPLE LLC, a California limited liability company, hereafter called “Tenant.”
TUSIMPLE (CAYMAN) LIMITED SERIES E PREFERRED SHARE PURCHASE AGREEMENTSeries E Preferred Share Purchase Agreement • March 23rd, 2021 • TuSimple Holdings Inc. • Services-computer integrated systems design • Hong Kong
Each of the Company, the HK Co, the WFOE, the US Co, the DomCo, HK Auto Tech, the Founders, the Founder Holdcos and the Purchasers shall be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule 3 attached hereto. For the avoidance of doubt, one or more Purchasers (solely with respect to the purchase and subscription of Series E Preferred Shares) may be added as a “Party” and each be bound by the rights and obligations of a “Purchaser” set forth hereunder (the “Additional Purchaser(s)”) on or after the date hereof but prior to January 31, 2021 by delivering an executed and dated signature page to this Agreement, and, Schedule 1 shall be updated to reflect the same.
