EHang Holdings LTD Sample Contracts

EHANG HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement December 11, 2019
Deposit Agreement • April 21st, 2020 • EHang Holdings LTD • Air transportation, scheduled • New York

DEPOSIT AGREEMENT dated as of December 11, 2019 among EHANG HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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EHANG HOLDINGS LIMITED, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities
Indenture • April 19th, 2024 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec • New York

INDENTURE, dated as of [●], 20 , among EHang Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

EHANG HOLDINGS LIMITED AND , AS WARRANT AGENT FORM OF ORDINARY SHARES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • April 19th, 2024 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec • New York

THIS ORDINARY SHARE WARRANT AGREEMENT (this “Agreement”), dated as of [●], between EHang Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

EHANG HOLDINGS LIMITED AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • April 19th, 2024 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between EHANG HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled • New York

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

EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled • Hong Kong

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between EHang Holdings Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual with [passport/ID number] (the “Executive”).

American Depositary Shares Representing Class A Ordinary Shares (par value US$0.0001 per share) EHANG HOLDINGS LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2019 • EHang Holdings LTD • Air transportation, scheduled • New York
Contract
Subscription Agreement • April 15th, 2024 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec • New York

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[****]”.

Amendment to Exclusive Option Agreement
Exclusive Option Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

This Amendment to Exclusive Option Agreement (hereinafter referred to as “this Agreement”) is entered into in Guangzhou as of November 30th, 2018 by and among the following parties:

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

As used in this Agreement, each of the Party A, Party B and Party C is referred to as a “party” individually and the “parties” collectively.

SHARE PLEDGE AGREEMENT
Share Pledge Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

Address: Room 903 (Chuangtuobangzhong Space)-A2 (only for office use), Building C1, Innovation Building, No. 182 Kexue Boulevard, Guzhou Hi-tech Industry Development Zone, Guangzhou, PRC;

SHARE PLEDGE AGREEMENT
Share Pledge Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

This Share Pledge Agreement (this “Agreement”) has been executed by and between the following parties on February 22, 2019 in Guangzhou, PRC:

SALES CONTRACT Contract No.:
Sales Contract • September 10th, 2019 • EHang Holdings LTD • Air transportation, scheduled

The Contract is made by and between Party A and Party B on February 1, 2019 in Guangzhou, whereby Party A agrees to sell and Party B agrees to buy the following products.

Amendment Two to Exclusive Option Agreement
Exclusive Option Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

This Amendment Two to Exclusive Option Agreement (hereinafter referred to as “this Agreement”) is entered into in Guangzhou as of June 6th, 2019 by and among the following parties:

SPECIAL AGREEMENT IN RESPECT OF THE CONTRIBUTION OF REGISTERED CAPTIAL OF GUANGZHOU EHANG INTELLIGENT TECHNOLOGY CO., LTD.
Special Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

The Special Agreement in respect of the Capital Increase of Guangzhou EHang Intelligent Technology Co., Ltd., dated as of February 22, 2019 (the “Agreement”), is made by and among the following parties:

Amendment to Shareholders Voting Proxy Agreement
Shareholders Voting Proxy Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

This Amendment to Shareholders Voting Proxy Agreement (the “Agreement”) is entered into in Guangzhou as of November 30th, 2018 by and among the following parties:

EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENT
Exclusive Technical Consulting and Services Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

This Exclusive Technical Consulting and Services Agreement (the “Agreement”) is entered into as of January 29, 2016 in Guangzhou by and between the following parties:

Shareholders Voting Proxy Agreement
Shareholders Voting Proxy Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

This Shareholders Voting Proxy Agreement (the “Agreement”) is executed by and among the following Parties as of January 29, 2016 in Guangzhou, the People’s Republic of China (“China” or the “PRC”):

Amendment to Exclusive Technical Consulting and Service Agreement
Consulting and Service Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled

This Amendment to Exclusive Technical Consulting and Services Agreement (hereinafter referred to as “this Agreement”) is made as of November 30th, 2018 by and between the following parties:

AMENDMENTS TO THE SPECIAL AGREEMENT ON THE CAPITAL INCREASE OF GUANGZHOU EHANG INTELLIGENT TECHNOLOGY CO., LTD.
The Special Agreement • June 15th, 2021 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec

These Amendments to the Special Agreement on the Capital Increase of Guangzhou EHang Intelligent Technology Co., Ltd., dated as of October 21, 2020 (this “Agreement”), are made by and among the following parties:

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • June 15th, 2021 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec

As used in this Agreement, each of Party A, Party B and Party C is referred to as a “party” individually and the “parties” collectively.

Contract
EHang Holdings LTD • October 31st, 2019 • Air transportation, scheduled

In accordance with Item 601(b)(10) of Regulation S-K, certain information has been omitted in this exhibit 10.16 because such information is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

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Contract
EHang Holdings LTD • October 31st, 2019 • Air transportation, scheduled

In accordance with Item 601(b)(10) of Regulation S-K, certain information has been omitted in this exhibit 10.15 because such information is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 15th, 2021 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec • New York

The Company and the Purchasers are sometimes each referred to herein as a “Party” and collectively as the “Parties.” This Agreement, and any agreements and documents that may be required to implement the transactions contemplated by this Agreement, are referred to herein as the “Transaction Documents.”

Shareholders Voting Proxy Agreement
Shareholders Voting Proxy Agreement • June 15th, 2021 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec

This Shareholders Voting Proxy Agreement (this “Agreement”) is executed by and among the following Parties as of October 21, 2020 in Guangzhou, the People’s Republic of China (“China” or the “PRC”):

Contract
EHang Holdings LTD • October 31st, 2019 • Air transportation, scheduled

WHEREAS, Party A and Party B executed the Distribution Agreement (hereinafter abbreviated as the “Master Agreement”) on February 1, 2019. On the basis of equality, free will and mutual understanding, and through mutual consultations and consents, the two parties hereby confirm that Party A shall sell [105] units of EHang Passenger-grade Autonomous Aerial Vehicle to Party B in the year of 2020. Provided that there is any conflict between the sales plan specified in this Agreement and the annual sales target stipulated in the Master Agreement, this sales plan shall prevail. The effectiveness of any other provisions of the Master Agreement shall not be influenced by this sales plan. The interpretation, performance, default, termination and effectiveness related with this sales plan are governed by the laws of the People’s Republic of China without regard to its conflict of law principles.

SHARE PLEDGE AGREEMENT
Share Pledge Agreement • June 15th, 2021 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec

This Share Pledge Agreement (this “Agreement”) has been executed by and between the following parties on October 21, 2020 in Guangzhou, PRC:

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • October 31st, 2019 • EHang Holdings LTD • Air transportation, scheduled • Hong Kong

THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 27, 2016 by and among:

Distribution Agreement
Distribution Agreement • September 10th, 2019 • EHang Holdings LTD • Air transportation, scheduled

According to the Contract Law of the People’s Republic of China and other relevant laws and regulations, Party A, on behalf of itself and its affiliates, reaches an agreement with Party B after equal and amicable negotiation and executes this Agreement at the place where Party A is located.

Contract
EHang Holdings LTD • October 31st, 2019 • Air transportation, scheduled

In accordance with Item 601(b)(10) of Regulation S-K, certain information has been omitted in this exhibit 10.14 because such information is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Contract
EHang Holdings LTD • September 10th, 2019 • Air transportation, scheduled

WHEREAS, Party A and Party B executed the Distribution Agreement (hereinafter abbreviated as the “Master Agreement”) on February 1, 2019. On the basis of equality, free will and mutual understanding, and through mutual consultations and consents, the two parties hereby confirm that Party A shall sell [105] units of EHang Passenger-grade Autonomous Aerial Vehicle to Party B in the year of 2020. Provided that there is any conflict between the sales plan specified in this Agreement and the annual sales target stipulated in the Master Agreement, this sales plan shall prevail. The effectiveness of any other provisions of the Master Agreement shall not be influenced by this sales plan. The interpretation, performance, default, termination and effectiveness related with this sales plan are governed by the laws of the People’s Republic of China without regard to its conflict of law principles.

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