LUCKIN COFFEE INC. AND THE BANK OF NEW YORK MELLONDeposit Agreement • May 6th, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • New York
DEPOSIT AGREEMENT dated as of , 2019 among LUCKIN COFFEE INC., 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.
LUCKIN COFFEE INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2020 • Luckin Coffee Inc. • Retail-eating & drinking places • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • Hong Kong
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Luckin Coffee Inc., a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Executive”).
RIGHTS AGREEMENT dated as of October 14, 2021 between Luckin Coffee Inc. and American Stock Transfer & Trust Company, LLC as Rights Agent RIGHTS AGREEMENTRights Agreement • October 14th, 2021 • Luckin Coffee Inc. • Retail-eating & drinking places • Delaware
RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 14, 2021, between Luckin Coffee Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder). The Company and the Rights Agent are sometimes referred to in this Agreement collectively as the “Parties.” Capitalized terms used in this Agreement have the meanings set forth in Article 1.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • Hong Kong
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this _________, 2018, between Luckin Coffee Inc., a Cayman Islands company (the “Company”), and (the “Indemnitee”).
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • April 6th, 2023 • Luckin Coffee Inc. • Retail-eating & drinking places
This Exclusive Option Agreement (this “Agreement”) is entered into in Beijing as of June 16, 2022 by and among the following parties:
SHARE PLEDGE AGREEMENTShare Pledge Agreement • April 6th, 2023 • Luckin Coffee Inc. • Retail-eating & drinking places
MASTER EXCLUSIVE SERVICE AGREEMENTMaster Exclusive Service Agreement • April 6th, 2023 • Luckin Coffee Inc. • Retail-eating & drinking places
This Master Exclusive Service Agreement (this “Agreement”) is entered into in Beijing as of June 16, 2022 by and among the following parties:
PROXY AGREEMENT AND POWER OF ATTORNEYProxy Agreement and Power of Attorney • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places
This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into in Beijing as of July 20, 2018 by and among the following parties:
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • Hong Kong
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2018 (the “Effective Date”), by and among:
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places
This Business Cooperation Agreement (the “Agreement”) is entered into in Beijing as of July 20, 2018 by and among the following parties:
ADDITIONAL SERIES B PREFERRED SHARE PURCHASE AGREEMENTAdditional Series B Preferred Share Purchase Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • Hong Kong
THIS ADDITIONAL SERIES B PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 9, 2019 (the “Effective Date”), by and among:
INVESTMENT AGREEMENT by and amongInvestment Agreement • June 30th, 2021 • Luckin Coffee Inc. • Retail-eating & drinking places • New York
This INVESTMENT AGREEMENT, dated as of April 15, 2021 (this “Agreement”), by and among (i) Luckin Coffee Inc. (in Provisional Liquidation), a Cayman Islands exempted company with company number 324324 (the “Company”), (ii) Cannonball Limited, a Cayman Islands exempted company with company number 355807 and an entity controlled by Affiliate(s) of Centurium Capital Management Ltd. (together with its successors and any Permitted Transferee that becomes a party hereto pursuant to Section 9.03, the “Lead Investor”) and (iii) Joy Capital II, L.P., a Cayman Islands exempted limited partnership (“Joy Capital”, together with the Lead Investor, collectively, the “Investors” and each, an “Investor”).
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • Hong Kong
THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2018 (the “Effective Date”), by and among:
AMENDMENT NO. 1 TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • April 14th, 2022 • Luckin Coffee Inc. • Retail-eating & drinking places • New York
This AMENDMENT NO. 1 TO RESTRUCTURING SUPPORT AGREEMENT, dated as of September 1, 2021 (this “Amendment”), is entered into by and among (i) Luckin Coffee Inc. (in Provisional Liquidation), a Cayman Islands exempted company (the “Company”), (ii) the undersigned joint provisional liquidators appointed to the Company (the “JPLs”) by the order of the Grand Court of the Cayman Islands dated July 15, 2020 in the provisional liquidation proceedings relating to the Company (Cause No. FSD 157 of 2020 (ASCJ)), and (iii) the undersigned Consenting Noteholders (the Company, each of the JPLs and each undersigned Consenting Noteholder, a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement (as defined below).
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • New York
WHEREAS, the Company intends to issue and sell to the Purchaser, and the Purchaser intends to subscribe for, such number of Class A ordinary shares in the Company (the “Class A Ordinary Shares”) through a concurrent private placement at the Offer Price (as defined below) for a total purchase price of no more than US$50,000,000 (the “Commitment”); it being understood that the purchase of Class A Ordinary Shares by the Purchaser as described in the foregoing sentence is subject to the conditions set out herein and subject to, and conditional upon, and will only be made after, the completion of the Offering (as defined below);
SERIES B-1 PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • Hong Kong
THIS SERIES B-1 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2019 (the “Effective Date”), by and among:
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 25th, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • Hong Kong
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 9, 2019, by and among:
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 16th, 2021 • Luckin Coffee Inc. • Retail-eating & drinking places • New York
This Restructuring Support Agreement (together with all exhibits, schedules, and attachments hereto, including, without limitation, the Restructuring Term Sheet (as defined below), each as may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 16, 2021, is by and among: (1) Luckin Coffee Inc. (in Provisional Liquidation), a Cayman Islands exempted company (the “Company”); (2) the undersigned joint provisional liquidators appointed to the Company (the “JPLs”) by the order of the Grand Court of the Cayman Islands (including any appeal court of the Cayman Islands, the “Cayman Court”) dated July 15, 2020 (the “JPL Order”) in the provisional liquidation proceedings relating to the Company (Cause No. FSD 157 of 2020 (ASCJ)) (the “Provisional Liquidation”); and (3) the undersigned holders (each a “Consenting Noteholder”) of certain of the Company’s 0.75% Convertible Senior Notes due 2025 (the “Notes”) issu
TERMINATION AGREEMENT OF THE CONTRACTUAL AGREEMENTSTermination Agreement of the Contractual Agreements • April 8th, 2024 • Luckin Coffee Inc. • Retail-eating & drinking places
This Termination Agreement of the Contractual Agreements (this “Agreement”) is entered into in Beijing as of March 15, 2024 (the “Effective Date”) by and among the following parties:
PROXY AGREEMENT AND POWER OF ATTORNEYProxy Agreement and Power of Attorney • April 6th, 2023 • Luckin Coffee Inc. • Retail-eating & drinking places
This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into in Beijing as of June 16, 2022 by and among the following parties:
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 22nd, 2019 • Luckin Coffee Inc. • Retail-eating & drinking places • Hong Kong
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 17, 2019, by and among:
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • April 6th, 2023 • Luckin Coffee Inc. • Retail-eating & drinking places
This Business Cooperation Agreement (the “Agreement”) is entered into in Beijing as of June 16, 2022 by and among the following parties:
