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 • Joy Capital Opportunity, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2023 • Joy Capital Opportunity, L.P. • Services-business services, nec
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made on August 17, 2023 by and among Uxin Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), and Astral Success Limited, a company limited by shares incorporated under the laws of British Virgin Islands (the “Investor”).
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 • Joy Capital Opportunity, 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”).
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • July 22nd, 2021 • Joy Capital Opportunity, 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 • Joy Capital Opportunity, 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 SHARESJoy Capital Opportunity, L.P. • July 22nd, 2021 • Services-business services, nec
THIS CERTIFIES THAT, for value received, Astral Success 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 Subscription Agreem
VOTING AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITEDVoting Agreement • July 22nd, 2021 • Joy Capital Opportunity, 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.
JOINT FILING AGREEMENT UXIN LIMITEDJoint Filing Agreement • August 23rd, 2023 • Joy Capital Opportunity, 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.
JOINT FILING AGREEMENT UXIN LIMITEDJoint Filing Agreement • July 22nd, 2021 • Joy Capital Opportunity, 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.
AGREEMENT IN RELATION TO AMENDMENT TO AND EXERCISE OF WARRANTS ISSUED BY UXIN LIMITEDJoy Capital Opportunity, L.P. • July 7th, 2023 • Services-business services, nec • Hong Kong
THIS AGREEMENT IN RELATION TO AMENDMENT TO AND EXERCISE OF WARRANTS ISSUED BY UXIN LIMITED (the “Agreement”) is made and entered into on June 30, 2023 by and among:
INVESTORS’ RIGHTS AGREEMENT by and among UXIN LIMITED MR. KUN DAI XIN GAO GROUP LIMITEDInvestors’ Rights Agreement • July 22nd, 2021 • Joy Capital Opportunity, 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.
