EX-10.5





 Exhibit 10.5 

TUSIMPLE (CAYMAN) LIMITED 

SERIES D-1 PREFERRED SHARE PURCHASE AGREEMENT 

This SERIES D-1 PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made on
[date] by and among: 
 1) Tusimple (Cayman) Limited (the “Company”), an exempted limited liability company
incorporated in the Cayman Islands; 
 2) Tusimple (Hong Kong) Limited (the “HK Co”), a limited liability company
incorporated in Hong Kong; 
 3) Beijing Tusen Zhitu Technology Co., Ltd. (



) (the “WFOE”), a wholly foreign-owned enterprise incorporated in the People’s Republic of China (the “PRC”); 

4) Beijing Tusen Weilai Technology Co., Ltd. (



) (the “DomCo I”), a limited liability company incorporated in the PRC; 
 5) Tangshan Tusen
Weilai Logistics Co., Ltd. (



) (“Weilai Logistics”), a limited liability company incorporated in the PRC; 
 6) TuSimple,
Inc. (the “US Co”), a California corporation; 
 7) Kabushiki Kaisha TuSimple JAPAN (



TuSimple JAPAN) (the “Japan Co”), a company incorporated and existing under the Laws of Japan; 

8) Tusimple (Hong Kong) Auto Tech Limited (“HK Auto Tech”), a limited liability company incorporated in Hong Kong; 

9) Beijing Weilai Chengyun Auto Tech Co., Ltd. (



) (“Weilai Chengyun”), a limited liability company incorporated in the PRC; 
 10) Shanghai
Tushen Zhineng Technology Co., Ltd. (



) (“Tushen Zhineng”), a limited liability company incorporated in the PRC; 
 11) Shanghai
Tusen Weilai AI Technology Co., Ltd. (



) (“DomCo II”, together with the DomCo I, the “DomCos”), a limited liability company incorporated in the PRC; 

12) Shanghai Kuangtu Logistics Co., Ltd. (



) (“Kuangtu”), a limited liability company incorporated in the PRC; 
 13) Tusen Zhiyun
(Shenzhen) Auto Tech Co., Ltd. (



) (“Tusen Zhiyun”, together with Weilai Logistics, Weilai Chengyun, Tushen Zhineng and Kuangtu the “PRC Subsidiaries”), a limited liability company incorporated in the PRC; 

14) the Persons listed in Schedule 1 (the “Purchasers” and each, a “Purchaser”); 

15) the Persons listed in Schedule 2-A (the “Founders” and each, a
“Founder”); and 
 16) the Persons listed in Schedule 2-B (the
“Founder Holdcos” and each, a “Founder Holdco”). 
 Each of the Company, the HK Co, the
WFOE, the US Co, the DomCos, the PRC Subsidiaries, 

  
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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. 

RECITALS 

WHEREAS, immediately prior to the Closing (as defined herein), (i) each Founder own beneficially and of record one
hundred percent (100%) equity interest of its respective Founder Holdco; (ii) the Founder Holdcos collectively own beneficially and of record forty-one point eight seven percent (41.87%) of the equity
interest of the Company; (iii) the Founders own beneficially and of record seventy percent (70%) equity interest of the DomCo I; (iv) the Founders own beneficially and of record ninety percent (90%) equity interest of the DomCo II;
(v) the Company owns beneficially and of record one hundred percent (100%) equity interest of the HK Co; (vi) the HK Co owns beneficially and of record one hundred percent (100%) equity interest of the WFOE; (vii) the Company owns
beneficially and of record one hundred percent (100%) equity interest of the US Co; (viii) the Company owns beneficial and of record one hundred percent (100%) equity interest of HK Auto Tech; (ix) the HK Co owns beneficially and of record
ninety percent (90%) equity interest of the Japan Co; (x) the DomCo I owns beneficially and of record one hundred percent (100%) equity interest of each of Weilai Logistics, Weilai Chengyun and Tushen Zhineng ; (xi) the DomCo II owns
beneficially and of record on hundred percent (100%) equity interest of Kuangtu; and (xii) the WFOE and each of the DomCos has entered into a set of Control Documents listed on Exhibit F of this Agreement. 

WHEREAS, the Company is an exempted limited liability company and immediately prior to the Closing shall have an
authorized share capital consisting of (i) 417,972,411 ordinary shares, par value US$0.0001 per share (each an “Ordinary Share”), of which 56,516,425 Ordinary Shares are issued and fully
paid-up; (ii) 20,000,000 Series A preferred shares, par value US$0.0001 per share (each a “Series A Preferred Share”), all of which have been issued; (iii) 8,218,203 Series A-2
preferred shares, par value US$0.0001 per share (each a “Series A-2 Preferred Share”), all of which have been issued; (iv) 7,080,000 Series B-1 preferred shares, par value
US$0.0001 per share (each a “Series B-1 Preferred Share”), all of which have been issued, (v) 3,000,000 Series B-2 preferred shares, par value US$0.0001
per share (each a “Series B-2 Preferred Share”), all of which have been issued, (vi) 3,465,372 Series B-3 preferred shares, par value US$0.0001 per
share (each a “Series B-3 Preferred Share”), all of which have been issued, (vii) 14,993,041 Series C preferred shares, par value US$0.0001 per share (each a “Series C Preferred
Share”), all of which have been issued, and (viii) 25,270,973 Series D-1 preferred shares, par value US$0.0001 per share (each a “Series
D-1 Preferred Share”, and together with the Series A Preferred Share, the Series A-2 Preferred Share, the Series B-1 Preferred Share, the Series B-2 Preferred Share, the Series B-3 Preferred Shares and the Series C Preferred Shares, the “Preferred Shares”), 11,710,939 of which have been issued, in each
case as set forth in the capitalization table attached as Schedule 8 hereto. 
 WHEREAS, the Purchasers wish
to purchase from the Company the Series D-1 Preferred Shares to be issued by the Company pursuant to the terms and subject to the conditions of this Agreement. 

AGREEMENT 
 NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 
  

	1.	 PURCHASE AND SALE OF SHARES 



 

	1.1	 Sale and Issuance of Series D-1 Preferred Shares



 Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the
Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at the Closing that number of Series D-1 Preferred Shares set forth opposite such Purchaser’s name on Schedule
1 (with respect to each Purchaser, its “Purchased Shares”) for the consideration set forth opposite such Purchaser’s name on Schedule 1 (with respect to each Purchaser, its “Purchase Price”).


  
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	1.2	 Closing; Delivery 



(a) The purchase and sale of the Purchased Shares, with respect to each Purchaser, shall take place remotely via the
exchange of documents and signatures, on a date specified by the Parties, or at such other time and place as the Company and such Purchaser may mutually agree upon, which date shall be no later than ten (10) Business Days after the satisfaction
or waiver of each condition to the Closing set forth in Section 2 and Section 3 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or
July 31, 2019 (provided that each condition to the Closing set forth in Section 2 and Section 3 has been satisfied or waived by relevant parties), whichever is later. The completion of the
purchase and sale of the Purchased Shares shall be referred to as the “Closing”. 
 (b) At the Closing, the
Company shall cause its register of members to be updated to reflect the Purchased Shares purchased by such Purchaser, and shall deliver a copy of such updated register of members to such Purchaser, certified as a true and correct copy by the
Company’s registered agent. 
 (c) At the Closing, the Company shall cause its register of directors to be updated to
reflect the appointment of directors pursuant to Section 2.14 hereof, and shall deliver a copy of such updated register of director to such Purchaser, certified as a true and correct copy by the Company’s registered
agent. 
 (d) At the Closing, the Company shall deliver copies of the share certificates representing the Purchased Shares
being purchased by such Purchaser at the Closing as set forth on Schedule 1 (the originals of which shall be delivered to such Purchaser within five (5) Business Days after the Closing). 

(e) At the Closing, each relevant Purchaser shall deposit its respective portion of the Purchase Price as indicated opposite
such Purchaser’s name on Schedule 1 by wire transfer of immediately available US$ funds into the Closing Account (as defined below). 
  

	1.3	 Closing Account 



Payment of the Purchase Price by each Purchaser to the Company shall be made by remittance of immediately available US$ funds
to a bank account designated by the Company in writing at least three (3) Business Days before the Closing (the “Closing Account”). All bank charges and related expenses for remittance and receipt of any Purchase Price shall be
for the account of the Company. 
  

	2.	 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS AT THE CLOSING 



The obligations of each Purchaser, severally but not jointly, to purchase its Purchased Shares at the Closing are subject to
the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived in writing by such Purchaser: 
  

	2.1	 Completion of Due Diligence 



Such relevant Purchaser shall have satisfactorily completed its business, legal and financial due diligence review on the Group
Companies. 
  

	2.2	 Material Adverse Effect 



Since the Statement Date, no event, circumstance or change shall have occurred that, individually or in the aggregate with one
or more other events, circumstances or changes, have had or reasonably could be expected to have a Material Adverse Effect on the Company or any other Group Company. 

  
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	2.3	 Proceedings and Documents 



All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents
incidental thereto shall be reasonably satisfactory in form and substance to such Purchaser, and such Purchaser (or its legal counsel) shall have received all such counterpart originals and certified or other copies of such documents as reasonably
requested. Each of the Warrantors shall have (i) performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by such Warrantors; and
(ii) to the extent applicable, approved the aforesaid performance and compliance by its respective directors and shareholders’ resolutions, on or before the Closing. 

 

	2.4	 Authorizations 



The Warrantors shall have obtained all authorizations, approvals, waivers or permits of any Person or any Governmental
Authority necessary for the consummation of all of the transactions contemplated by this Agreement and other Transaction Documents, including without limitation any authorizations, approvals, waivers or permits that are required in connection with
the lawful issuance of the Purchased Shares to such Purchaser and the transactions contemplated by the Control Documents, and all such authorizations, approvals, waivers and permits shall be effective as of the Closing. The Company shall have
obtained enforceable waivers in respect of any preemptive or similar rights directly or indirectly affecting the consummation of all of the transactions contemplated by this Agreement, as applicable. 

 

	2.5	 Representations and Warranties 



The representations and warranties of the Warrantors contained in Schedule 5 shall be true, complete and correct in all
material respects as of the Execution Date and the Closing, except for those representations and warranties (i) that already contain any materiality qualification, which representations and warranties, to the extent already so qualified, shall
instead be true, complete and correct in all respects as so qualified as of such respective dates and (ii) that address matters only as of a particular date, which representations shall have been true, complete and correct in all material
respects (subject to Section 2.5(i)) as of such particular date. 
  

	2.6	 Restated Articles 



The fifth amended and restated memorandum and articles of association of the Company shall have been amended as set forth
substantially in the form and substance attached hereto as Exhibit A (the “Restated Articles”). Such Restated Articles shall have been duly adopted by all necessary actions of the Board of Directors and the shareholders of
the Company. 
  

	2.7	 Transaction Documents 



The Company, the HK Co, the US Co, the WFOE, the DomCos, the Japan Co, HK Auto Tech, the PRC Subsidiaries, the Founders and the
Founder Holdcos shall have executed and delivered the Shareholders’ Agreement, substantially in the form and substance attached hereto as Exhibit B. The Company shall have executed and delivered the Management Rights Letter,
substantially in the form and substance attached hereto as Exhibit C. The Company, the Founders, the Founder Holdcos and other related parties (other than such Purchaser) shall have executed and delivered the Share Restriction Letter,
substantially in the form and substance attached hereto as Exhibit D. 

  
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	2.8	 Compliance Certificates 



Such Purchaser shall have received a certificate executed and delivered by the Warrantors, substantially in the form and
substance attached hereto as Exhibit E. 
  

	2.9	 Investment Committee Approval 



The investment committee of such Purchaser shall have approved the execution of this Agreement and the other Transaction
Documents and the transactions contemplated hereby and thereby. 
  

	2.10	 Control Documents 



The Control Documents shall remain in full force and effect and an executed copy of the Control Documents shall be provided to
such Purchaser. 
  

	2.11	 Good Standing Certificate 



A certificate of good standing issued by the applicable authority in the Cayman Islands in customary form and substance
satisfactory to such Purchaser, dated no earlier than ten (10) days prior to the Closing Date, shall have been delivered to such Purchaser. 
  

	2.12	 Performance of Obligations 



Each Warrantor shall have performed and complied with all agreements, obligations and conditions contained in this Agreement
that are required or contemplated to be performed or complied with by it on or before the Closing. 
  

	2.13	 Closing Deliveries 



The Warrantors shall have tendered delivery of all of the various items they are required to deliver to such Purchaser at the
Closing under Section 1.2(a) – Section 1.2(d). 
  

	2.14	 Board of Directors 



As of the Closing, the authorized size of the Board of Directors of the Company shall be eight (8) and the Board of
Directors shall be comprised of the following members: CHEN Mo (



), HOU Xiaodi (



), Hao Jianan (



), LENG HOWE SZUAN, LIU Yunli (



), CHARLES GUOWEI CHAO, LU Cheng (



) and YING Wei(



). 
  

	2.15	 Director Indemnification Agreement 



The Company shall have executed and delivered the Director Indemnification Agreement with respect to the director designated by
CDH, substantially in the form and substance attached hereto as Exhibit G. 
  

	2.16	 Legal Opinions 



The Company shall have delivered to the Purchasers legal opinions dated the date of the Closing and addressed to the Purchasers
issued by the legal counsel of the Cayman Islands, customary to the transactions of this kind, and in form and substance reasonably satisfactory to the Purchasers. 

  
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	3.	 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AT CLOSING 



The obligations of the Company to sell the Purchased Shares to each Purchaser at the Closing are subject to the fulfillment of
each of the following conditions by such Purchaser, on or before the Closing, unless otherwise waived in writing by the Company: 
  

	3.1	 Representations and Warranties 



The representations and warranties of such Purchaser contained in Schedule 7 shall be true, complete and correct in all
material respects as of the Execution Date and the Closing. 
  

	3.2	 Performance 



Such Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before the Closing. 
  

	3.3	 Execution of Transaction Documents. 



Such Purchaser shall have executed and delivered to the Company the Transaction Documents to which it is a party. 

 

	4.	 REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS 



The Warrantors, jointly and severally, represent and warrant to such Purchaser that the statements contained in Schedule
5 attached hereto are true, correct and complete (i) on and as of the Execution Date, and (ii) on and as of the date of the Closing (with the same effect as if made on and as of the date of the Closing), except to the extent fairly and
specifically disclosed in the disclosure schedule attached hereto as Schedule 6 (the “Disclosure Schedule”), which disclosures shall be deemed to be part of the representations and warranties as if made hereunder. 

 

	5.	 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS 



Each Purchaser, severally and not jointly, represents and warrants to the Company that the statements contained in Schedule
7 attached hereto are true, correct and complete with respect to such Purchaser as of the Closing. 
  

	6.	 UNDERTAKINGS 



The Warrantors hereby jointly and severally covenant to the Purchasers as follows: 

 

	6.1	 Ordinary Course of Business 



From the Execution Date until the earlier of the Termination Date or the Closing, each Group Company shall, and the Founders
and the Founder Holdcos shall cause each of the Group Companies to, conduct its business in the ordinary course and shall use its commercially reasonable efforts to maintain the present character and quality of the business, including without
limitation, its present operations, physical facilities, working conditions, goodwill and relationships with lessors, licensors, suppliers, customers, employees and independent contractors. Commencing with the execution and delivery of this
Agreement and continuing until the earlier of the Termination Date or the Closing, no Group Company may, and the Founders and the Founder Holdcos shall cause each of the Group Companies not to, take any of the actions specified in
Section 7.2(a) and Section 7.2(b) of the Shareholders’ Agreement without written consent of the Purchasers subscribing for at least a majority of the total Purchased Shares. 

  
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	6.2	 Use of Proceeds 



In accordance with the directions of the Company’s Board of Directors (including the affirmative vote of one director
designated by Sina), as it shall be constituted in accordance with the Shareholders’ Agreement, the Company will use the proceeds from the sale of all the Purchased Shares for (i) general working capital; and (ii) other general
corporate purposes for the Group Companies. 
  

	6.3	 Notice of Certain Events 



If at any time before the Closing, any Warrantor comes to know of any material fact or event which: (i) is in any way
inconsistent with any of the representations and warranties in this Agreement; (ii) suggests that any fact warranted hereunder may not be as warranted or may be misleading; or (iii) might affect the willingness of a prudent investor to
purchase the Purchased Shares on the terms contained in the Transaction Documents or the amount of the consideration a prudent investor would be prepared to pay for the Purchased Shares, then the Warrantors shall immediately notify each of the
Purchasers in writing, describing the fact or event in reasonable detail. 
  

	6.4	 Compliance 



The Group Companies shall and the Founders and the Founder Holdcos shall cause the Group Companies to at all times comply with
all applicable Laws, including without limitation, compliance with all contributions required to be made under the PRC social insurance and housing fund schemes, and, obtain such permits and licenses necessary or desirable for the Group
Companies’ business(es). 
  

	6.5	 Filing of Restated Articles  



Within ten (10) days following the Closing, the Company shall, and the Founders and Founder Holdcos shall procure the
Company to, duly file the Restated Articles with the Registrar of Companies of the Cayman Islands. 
  

	6.6	 WFOE’s Registered Capital 



Within sixty (60) days following the Closing, substantially all of the Purchase Price (except for reasonable operation
costs occurred in the United States and Japan) shall have been injected into the WFOE as the registered capital of or shareholder loans to the WFOE with copies of documents evidencing the same provided to the Purchasers.  

 

	6.7	 Board Composition 



The Board shall discuss and determine (with the approval of a majority of directors of the Board) the board composition for
each of the US Co, the WFOE, the DomCos at the first board meeting held after the Closing. The Parties further agree that the composition of the board of the US Co, the WFOE, the DomCos shall, to the extent legally permissible, consist of the same
persons as the directors as those then on the Board, unless the majority of the directors of the Board decide otherwise or any Shareholder who has right to elect director(s) of the Board refuses to appoint such director(s) to the board of such
Subsidiary. 
  

	6.8	 Conduct of Due Diligence 



The Group Companies shall assist, and shall procure their advisors to assist, the Purchasers in conducting due diligence for
evaluating the investment contemplated under this Agreement and shall fully disclose and not withhold information which is necessary, in the reasonable opinion of the Purchasers, for the due diligence process. 

  
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	6.9	 Tax filing assistance 



In case any Purchaser intends to change or dispose its investment in the Company which will trigger any tax related obligations
of such Purchaser under applicable laws, the Group Companies shall, and the Founders shall cause the Group Companies to, at the request of the Purchaser, promptly deliver to it all necessary information and documents and provide all necessary
assistance required for purpose of fulfilling its tax related obligations. 
  

	6.10	 Registration of equity pledge 



The pledge of 100% equity interest of DomCo II as contemplated by the Control Documents shall be registered with competent PRC
authority within 30 days after the Closing. 
  

	7.	 CURE OF BREACHES; INDEMNITY  



7.1 In the event of: (a) any breach or violation of, or inaccuracy or misrepresentation in, any representation or warranty made by
the Warrantors contained herein or any of the other Transaction Documents; or (b) any breach or violation of any covenant or agreement contained herein or any of the other Transaction Documents (each of (a) or (b), a
“Breach”), the Group Companies shall, jointly and severally, cure such Breach (to the extent that such Breach is curable) to the satisfaction of each Purchaser (it being understood that any cure shall be without recourse to cash or
assets of any of the Group Companies). Notwithstanding the foregoing, the Group Companies shall also, jointly and severally, indemnify each Purchaser and its Affiliates, limited partners, members, stockholders, directors, officers, employees,
agents, representatives and assigns (each, an “Indemnitee”) for any and all losses, liabilities, damages, liens, claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable
advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or incurred by the Indemnitees (each, an “Indemnifiable Loss”), resulting from, or arising out of, or
due to, directly or indirectly, any Breach. 
 7.2 Notwithstanding the foregoing, the Group Companies shall, jointly and severally,
indemnify and keep indemnified the Indemnitees at all times and hold them harmless against any and all Indemnifiable Losses resulting from, or arising out of, or due to, directly or indirectly, any claim for (i) any material liability caused by
the infringement or violation of any intellectual property rights of any third party by any Group Company, (ii) tax (including interest, penalty, surcharge or fine in connection therewith) which has been made or may hereafter be made against
any DomCo or any other Group Company wholly or partly in respect of or in consequence of any event occurring or any income, profits or gains earned, accrued or received by any DomCo or any Group Company on or before the Closing and any reasonable
costs, fees or expenses incurred and other liabilities which any DomCo or any other Group Company may properly incur in connection with the investigation, assessment or the contesting of any claim, the settlement of any claim for tax (including
interest, penalty, surcharge or fine in connection therewith), any legal proceedings in which any DomCo or any other Group Company claims in respect of the claim for tax (including interest, penalty, surcharge or fine in connection therewith) and in
which an arbitration award or judgment is given for any DomCo or Group Company and the enforcement of any such arbitration award or judgment whether or not such tax (including interest, penalty, surcharge or fine in connection therewith) is
chargeable against or attributable to any other person, provided, however, that the Group Companies shall be under no liability in respect of taxation: 

(a) that is promptly cured without recourse to cash or other assets of any Group Company; 

(b) to the extent that provision, reserve or allowance has been made for such tax in the audited consolidated financial
statement of the Company; 
 (c) if the liability has arisen in, and relates to, the ordinary course of business of any DomCo
since the Statement Date; 

  
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 (d) to the extent that the liability arises as a result only of a provision
or reserve in respect of the liability made in the Financial Statements being insufficient by reason of any increase in rates of tax announced after the Closing with retrospective effect; and 

(e) to the extent that the liability arises as a result of legislation which comes into force after the Closing and which is
retrospective in effect. 
 The survival period for any indemnity obligation relating to claims for tax matters arising under
this Section 7.2 shall be the applicable statute of limitations for tax claims. 
 7.3 In the event that an
Indemnitee suffers an Indemnifiable Loss as provided in Section 7.1 or 7.2 and the Group Companies fail to fulfill their obligations under Section 7.1 or 7.2 to indemnify the
Indemnitee for the full amount of such Indemnifiable Loss within sixty (60) days upon receipt of written notice thereof from the relevant Purchaser, then the Founders and Founder Holdcos shall jointly and severally indemnify the Indemnitee such
that the Indemnitee shall receive the full amount of such Indemnifiable Loss. Any indemnification provided by the Warrantors other than the Founders and the Founder Holdcos pursuant to this Section 7.3 shall not prejudice
or otherwise affect the right of the Indemnitee to seek indemnification from the Group Companies in Section 7.1 or 7.2; provided, however, that to the extent the Indemnitee is able to recover any
Indemnifiable Loss from the Group Companies, the Warrantors other than the Group Companies shall not be obligated to indemnify the Indemnitee with respect to such amount. 

7.4 If a Purchaser or other Indemnitee believes that it has a claim that may give rise to an obligation of any Warrantor pursuant to
this Section 7, it shall give prompt notice thereof to the Company stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim (or a reasonably estimate
thereof) asserted. In the event of a third party claim against an Indemnitee for which such Indemnitee seeks indemnification from any Warrantor pursuant to this Section 7, no settlement shall be deemed conclusive with
respect to whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Founders or their Founder Holdcos. Any dispute related to this Section 7 shall be
resolved pursuant to Section 8.15. 
 7.5 Notwithstanding any other provisions contained herein, the
Purchasers acknowledge that the indemnities under Section 7 shall be subject to the following provisions: 

(a) the aggregate indemnification amount claimed by a Purchaser or its Indemnitees against all the Warrantors arising under or
in connection with this Agreement shall not exceed the amount equal to the Purchase Price paid by such Purchaser under this Agreement, absent fraud, willful misconduct or gross negligence; and 

(b) the Warrantors shall not be required to indemnify any Indemnitee for (i) any claim unless the Indemnifiable Losses in
connection with any claim or claims suffered by all the Indemnitees are US$100,000 or more, on a cumulative basis, in which case the Warrantors shall be liable for the Indemnifiable Losses in respect to the claim from the first US Dollar, or
(ii) any claim arising out of any breach of any representation or warranty made by the Warrantors contained herein or any of the other Transaction Documents to the extent that the relevant matters have been fairly and specifically disclosed in
the Disclosure Schedule (but except for the matters as set forth in Section 7.2).  
  

	8.	 MISCELLANEOUS 



 

	8.1	 Survival of Warranties  



The representations and warranties of the Warrantors contained in or made pursuant to this Agreement shall survive the Closing.
Any fact or matter which is fairly and specifically disclosed in the Disclosure Schedule shall constitute notice to the Purchasers of the fact or matter so disclosed or actually known, as applicable, and the Purchasers shall be deemed to have waived
any claim against the Warrantors on account of any inconsistency between such fact or matter and any of the representations and warranties of the Warrantors in this Agreement (except (a) where any of such fact or matter in the Disclosure
Schedule is untrue, incorrect or incomplete and (b) for the matters as set forth in Section 7.2). 

  
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	8.2	 Confidentiality 



(a) Disclosure of Terms. The terms and conditions of this Agreement, any term sheet or memorandum of understanding
entered into pursuant to the transactions contemplated hereby, all exhibits and schedules attached hereto and thereto, and the transactions contemplated hereby and thereby (collectively, the “Transaction Terms”), including their
existence, shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except as permitted in accordance with the provisions set forth below. 

(b) Permitted Disclosures. Notwithstanding the foregoing, the Company may disclose (i) the existence of the
investment to its bona fide prospective Purchasers, employees, bankers, lenders, accountants, legal counsels and business partners, or to any person or entity to which disclosure is approved in writing by each Purchaser, such approval not to be
unreasonably withheld; and (ii) the Transaction Terms to its current shareholders, employees, bankers, lenders, accountants and legal counsels, in each case only where such persons or entities are under appropriate nondisclosure obligations
substantially similar to those set forth in this Section 8.2, or to any person or entity to which disclosure is approved in writing by each Purchaser, which such approval is not to be unreasonably withheld. Each Purchaser
may disclose (x) the existence of the investment and the Transaction Terms to any Affiliate, partner, limited partner, former partner, potential partner or potential limited partner of the Purchaser or other third parties and (y) the fact
of its own investment to the public, in each case as it deems appropriate at its sole discretion. Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 8.2(c) below.

 (c) Legally Compelled Disclosure. In the event that any Party is requested or becomes legally compelled (including
without limitation, pursuant to any applicable tax, securities, or other Laws and regulations of any jurisdiction) to disclose the existence of this Agreement or content of any of the Transaction Terms, such Party (the “Disclosing
Party”) shall provide the other Parties with prompt written notice of that fact and shall consult with the other Parties regarding such disclosure. At the request of another Party, the Disclosing Party shall, to the extent reasonably
possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is
legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information. 

(d) Other Exceptions. Notwithstanding any other provision of this Section 8.2, the
confidentiality obligations of the Parties shall not apply to: (i) information which a restricted Party learns from a third party having the right to make the disclosure, provided the restricted Party complies with any restrictions imposed by
the third party; (ii) information which is rightfully in the restricted Party’s possession prior to the time of disclosure by the protected Party and not acquired by the restricted Party under a confidentiality obligation; or
(iii) information which enters the public domain without breach of confidentiality by the restricted Party. 
 (e)
Press Releases, Etc. No announcements regarding the Purchasers’ investment in the Company may be made by any Party hereto in any press conference, professional or trade publication, marketing materials or otherwise to the public without
the prior written consent of each Purchaser and the Company, provided, that any such announcement made by any partner, limited partner, bona fide potential partner or bona fide potential limited partner of any Purchaser shall not be subject
to the consent of the Company but is still subject to consents of other Purchaser. 

  
 10 













 (f) Other Information. The provisions of this
Section 8.2 shall terminate and supersede the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby. 

 

	8.3	 Transfer; Successors and Assigns 



The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and
assigns of the Parties. Save as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement. No Warrantor may assign its rights or delegate its obligations under this Agreement without the written consent of the Purchaser subscribing for at least a majority of the total
Purchased Shares. 
  

	8.4	 Governing Law 



This Agreement shall be governed by and construed in accordance with the Laws of Hong Kong as to matters within the scope
thereof, without regard to its principles of conflicts of laws.  
  

	8.5	 Counterparts; Facsimile and Emails 



This Agreement may be executed and delivered by facsimile, email or other electronic signature and in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  

	8.6	 Titles and Subtitles 



The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or
interpreting this Agreement. 
  

	8.7	 Notices 



All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the Party to be notified; (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next Business
Day; (c) five (5) days after having been delivered by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after delivery by an internationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent to the respective Parties at their address as set forth on Schedule 9, or to such e-mail address, facsimile number or
address as subsequently modified by written notice given in accordance with this Section 8.7. 
  

	8.8	 No Finder’s Fees 



Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses
of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any
commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible. 

  
 11 














	8.9	 Fees and Expenses 



The Company shall pay all of its own costs and expenses incurred in connection with the negotiation, execution, delivery and
performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby. Upon the Closing, the Company shall also bear all legal fees, due diligence expenses and out-of-pocket costs and expenses of CDH in connection with the transaction; provided that the aggregate amount of the fees and expenses of CDH to be borne by the Company shall not exceed US$100,000. 

 

	8.10	 Attorney’s Fees 



If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the
Transaction Documents, the prevailing Party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such Party may be entitled.  

 

	8.11	 Amendments and Waivers 



Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company, the Founders and
the Purchasers subscribing for at least a majority of the total Purchased Shares. Any amendment or waiver effected in accordance with this Section 8.11 shall be binding upon the Group Companies, the Founders, the Founder
Holdcos, the Purchasers, and each transferee of the Purchased Shares or the Conversion Shares and each future holder of all such securities. 
  

	8.12	 Severability 



The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other
provision. 
  

	8.13	 Delays or Omissions 



No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or
default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to
be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative. 

 

	8.14	 Entire Agreement 



This Agreement (including the Schedules and Exhibits hereto), the Restated Articles and the other Transaction Documents
constitute the full and entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof, and any other written or oral agreement relating to the subject matter hereof and thereof existing between the
Parties are expressly canceled. 
  

	8.15	 Dispute Resolution 



(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination
or validity hereof, shall first be subject to resolution through consultation of the Parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties
involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of any Party involved
with notice to the other Parties involved. 

  
 12 













 (b) The arbitration shall be conducted in Hong Kong under the auspices of
the Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three (3) arbitrators. The claimant and the respondent to such dispute shall each select one (1) arbitrator within thirty (30) days after
giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the HKIAC shall select the third arbitrator, who shall be
qualified to practice Law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made
by the Chairman of the HKIAC. 
 (c) The arbitration proceedings shall be conducted in English. The arbitration tribunal
shall apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 8.15, including the provisions concerning the appointment
of arbitrators, the provisions of this Section 8.15 shall prevail. 
 (d) The arbitrators shall
decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of Hong Kong and shall not apply any other substantive law. 

(e) Each Party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access
to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving the request. 

(f) The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party to the dispute
may apply to a court of competent jurisdiction for enforcement of such award. 
 (g) Any party to the dispute shall be
entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. 
  

	8.16	 No Commitment for Additional Financing 



The Warrantors acknowledge and agree that no Purchaser has made any representation, undertaking, commitment or agreement to
provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Purchased Shares as set forth herein and subject to the conditions set forth herein. In addition, the Warrantors acknowledge and
agree that (i) no oral statements made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment,
(ii) no Warrantor shall rely on any such statement by any Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a
written agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Each Purchaser shall
have the right, at its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing,
investment or other assistance. 

  
 13 














	8.17	 Rights Cumulative 



Each and all of the various rights, powers and remedies of a Party will be considered to be cumulative with and in addition to
any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the
exclusive election thereof nor the waiver of any other right, power or remedy available to such Party. 
  

	8.18	 No Waiver 



Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of
such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right,
power or remedy at any other time or times. 
  

	8.19	 Third Party Beneficiaries 



Each of the Indemnitees shall be a third party beneficiary of this Agreement with the full ability to enforce
Section 7 of this Agreement as if it were a Party hereto. Subject to the preceding sentence, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties)
Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any terms of this Agreement. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other
person, including an Indemnitee.  
  

	8.20	 Termination of Agreement 



 

	 	(a)	 This Agreement may be terminated with respect to a Purchaser before the Closing as follows:



 (1) at the election of such Purchaser on or after September 30, 2019, if the Closing shall not have
occurred on or before such date unless such date is extended by the mutual written consent of the Company and such Purchaser; provided that: (i) the Purchaser is not in material default of any of its obligations hereunder, and (ii) the
right to terminate this Agreement pursuant to this Section 8.20(a) shall not be available to such Purchaser if its breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly in, the failure of the
Closing to be consummated by September 30, 2019. 
 (2) at the election of the Company on or after September 30,
2019, if the Closing shall not have occurred on or before such date unless such date is extended by the mutual written consent of the Company and such Purchaser; provided that: (i) the Warrantors are not in material default of any of their
obligations hereunder, and (ii) the right to terminate this Agreement pursuant to this Section 8.20(a) shall not be available to the Company if a Warrantor’s breach of any provision of this Agreement has been the cause of, or
resulted, directly or indirectly in, the failure of the Closing to be consummated by September 30, 2019; 
 (3) by
mutual written consent of the Company and such Purchaser as evidenced in writing signed by the Company and such Purchaser; 

(4) by such Purchaser in the event of any breach or violation of any representation or warranty, covenant or agreement
contained herein or in any of the other Transaction Documents by any Warrantor that is not curable or that is curable but is not cured within thirty (30) Business Days of written notice; or 

(5) by such Purchaser if any event, circumstance or change shall have occurred that, individually or in the aggregate with one
or more other events, circumstances or changes, have had or reasonably could be expected to have a Material Adverse Effect on the Company or any other Group Company. 

  
 14 













 (b) Effect of Termination. The date of termination of this Agreement
with respect to a Purchaser pursuant to Section 8.20(a) hereof shall be referred to as “Termination Date” with respect to such Purchaser. In the event of termination by the Company and/or any Purchaser
pursuant to Section 8.20(a) hereof, written notice thereof shall forthwith be given to the other Parties and this Agreement shall terminate with respect to such Purchaser, and (i) in case this Agreement is terminated
pursuant to (1) or (2) under Section 8.20(a), the Parties shall negotiate in good faith and agree on the effects of the termination otherwise or (ii) in case this Agreement is terminated pursuant to (3), (4) or
(5) of Section 8.20(a), the purchase of the Purchased Shares by such Purchaser hereunder shall be abandoned and rescinded, without further action by the Parties hereto. Each of the Company and such
Purchaser shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Company or such Purchaser; provided that no such termination
shall relieve the Company or such Purchaser from liability for any breach of this Agreement incurred before the termination. The provisions of this Section 8.20, Section 7,
Section 8.1, Section 8.2, Section 8.4, Section 8.7, Section 8.9, and Section 8.15, hereof
shall survive any termination of this Agreement. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 15 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 COMPANY:
	 		 	 Tusimple (Cayman) Limited

				
		 		 	 By:
	 	          

		 		 	 Name: CHEN Mo (



)

		 		 	 Title: Director

			
	 HK CO:
	 		 	 Tusimple (Hong Kong) Limited

				
		 		 	 By:
	 	          

		 		 	 Name: CHEN Mo (



)

		 		 	 Title: Director

			
	 HK AUTO TECH:
	 		 	 Tusimple (Hong Kong) Auto Tech Limited

				
		 		 	 By:
	 	          

		 		 	 Name:

		 		 	 Title:



  
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D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 WFOE:
	 		 	 Beijing Tusen Zhitu Technology Co., Ltd.

		 		 	 (



)

			
		 		 	
By:                      
                                         
                           

		 		 	 Name:





		 		 	 Title: Legal Representative

			
		 		 	 Affix Seal:

			
	 DOMCO I:
	 		 	 Beijing Tusen Weilai Technology Co., Ltd.

		 		 	 (



)

			
		 		 	
By:                      
                                         
                           

		 		 	 Name:





		 		 	 Title: Legal Representative

			
		 		 	 Affix Seal:

			
	 WEILAI LOGISTICS:
	 		 	 Tangshan Tusen Weilai Logistics Co., Ltd.

		 		 	 (



)

			
		 		 	
By:                      
                                         
                           

		 		 	 Name:





		 		 	 Title: Legal Representative

			
		 		 	 Affix Seal:



  
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D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 US CO:
	 		 	 TuSimple, Inc.

				
		 		 	 By:
	 	          

		 		 	 Name: HOU Xiaodi (



)

		 		 	 Title: Director



  
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D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 JAPAN CO:
	 		 	 Kabushiki Kaisha TuSimple JAPAN

		 		 	 (



TuSimple JAPAN)

				
		 		 	 By:
	 	          

		 		 	 Name:

		 		 	 Title:



  
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D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 WEILAI CHENGYUN:
	 		 	 Beijing Weilai Chengyun Auto Tech Co., Ltd.

		 		 	 (



)

			
		 		 	 By:
                                        
                                         
        

		 		 	 Name:

		 		 	 Title: Legal Representative

			
		 		 	 Affix Seal:

			
	 TUSHEN ZHINENG:
	 		 	 Shanghai Tushen Zhineng Technology Co., Ltd.

		 		 	 (



)

			
		 		 	 By:
                                         
                                         
       

		 		 	 Name:

		 		 	 Title: Legal Representative

		 		 	 Affix Seal:

			
	 DOMCO II:
	 		 	 Shanghai Tusen Weilai AI Technology Co., Ltd.

		 		 	 (



)

			
		 		 	 By:
                                        
                                         
         

		 		 	 Name:

		 		 	 Title: Legal Representative

			
		 		 	 Affix Seal:

			
	 KUANGTU:
	 		 	 Shanghai Kuangtu Logistics Co., Ltd.

		 		 	 (



)

			
		 		 	 By:
                                        
                                         
        

		 		 	 Name:

		 		 	 Title: Legal Representative

			
		 		 	 Affix Seal:

			
	 TUSEN ZHIYUN:
	 		 	 Tusen Zhiyun (Shenzhen) Auto Tech Co., Ltd.

		 		 	 (



)

			
		 		 	 By:
                                        
                                         
        

		 		 	 Name:

		 		 	 Title: Legal Representative

			
		 		 	 Affix Seal:



  
 SIGNATURE PAGE TO SERIES
D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 FOUNDERS:
	 		 	 CHEN Mo (



)

				
		 		 	 By:
	 	          

			
		 		 	 HOU Xiaodi (



)

				
		 		 	 By:
	 	          

			
		 		 	 REN Zhenguo (



)

				
		 		 	 By:
	 	          



  
 SIGNATURE PAGE TO SERIES
D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 FOUNDER HOLDCOS:
	 		 	 Gray Jade Holding Limited

			
		 		 	          

		 		 	 Name: CHEN Mo (



)
 Title: Director

			
		 		 	 White Marble International Limited

			
		 		 	          

		 		 	 Name: HOU Xiaodi (



)
 Title: Director

			
		 		 	 Ancient Jade International Limited

			
		 		 	          

		 		 	 Name: REN Zhenguo (



)
 Title: Director



  
 SIGNATURE PAGE TO SERIES
D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 PURCHASER:
	 		 	 [investor name]

				
		 		 	 By:
	 	          

		 		 	 Name:             

Title:             



  
 SIGNATURE PAGE TO SERIES
D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above. 
  

							
	 PURCHASER:
	 		 	 [investor name]

				
		 		 	 By:
	 	          

		 		 	 Name:

Title:



  
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D-1 PREFERRED SHARE PURCHASE AGREEMENT 













 SCHEDULES AND EXHIBITS 

Schedules 
  

			
	Schedule 1	  	Schedule of Purchasers
		
	Schedule 2-A	  	Schedule of Founders
		
	Schedule 2-B	  	Schedule of Founder Holdcos
		
	Schedule 3	  	Definitions
		
	Schedule 4	  	Schedule of Key Employees
		
	Schedule 5	  	Representations and Warranties of the Warrantors
		
	Schedule 6	  	Disclosure Schedule
		
	Schedule 7	  	Representations and Warranties of the Purchasers
		
	Schedule 8	  	Capitalization Table
		
	Schedule 9	  	Notices


 SCHEDULES AND EXHIBITS 












 Exhibits 

 

			
	Exhibit A	  	Form of Restated Articles
		
	Exhibit B	  	Shareholders’ Agreement
		
	Exhibit C	  	Form of Management Rights Letter
		
	Exhibit D	  	Form of Share Restriction Agreement
		
	Exhibit E	  	Form of Compliance Certificate
		
	Exhibit F	  	Control Documents
		
	Exhibit G	  	Director Indemnification Agreement


 SCHEDULES AND EXHIBITS 












 SCHEDULE 1 

SCHEDULE OF PURCHASERS 

SCHEDULE 1 












 SCHEDULE 2-A 

SCHEDULE OF FOUNDER 

SCHEDULE 2-A 












 SCHEDULE 2-B 

SCHEDULE OF FOUNDER HOLDCO 

SCHEDULE 2-B 












 SCHEDULE 3 

DEFINITIONS 
  

	1.	 “Affiliate” means, with respect to any specified Person, any other Person who or which,
directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any general partner, limited partner, officer, director, member or employee of such Person and any venture
capital or other fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person. With respect to a natural person, his or
her Affiliates also include his or her children, stepchildren, grandchildren, parents, step-parents, grandparents, spouse and siblings. 


  

	2.	 “Agreement” has the meaning ascribed to it in the Preamble to this Agreement.



  

	3.	 “Board of Directors” or “Board” means the Company’s board of
Directors. 


  

	4.	 “Breach” has the meaning set forth in Section 7.1.



  

	5.	 “Business Day” means any day, other than a Saturday, Sunday or other day on which the
commercial banks in Hong Kong, Beijing or New York are authorized or required to be closed for the conduct of regular banking business. 


  

	6.	 “Business Plan” has the meaning set forth in Section 30 of
Schedule 5. 


  

	7.	 “CDH” means Taurus Sunway, L.P. and its successors and assignees. 



 

	8.	 “Circular 37” means the Circular of the State Administration of Foreign Exchange on
Relevant Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment or Financing and in Return Investment via Special Purpose Vehicles promulgated by the State Administration of Foreign Exchange of
the PRC on July 4, 2014. 


  

	9.	 “Closing” has the meaning ascribed to it in Section 1.2(a).



  

	10.	 “Closing Account” has the meaning ascribed to it in Section 1.3.



  

	11.	 “Company” has the meaning ascribed to it in the Preamble. 



 

	12.	 “Company Law” means the Companies Law (as amended) of the Cayman Islands.



  

	13.	 “Confidential Information Agreements” has the meaning ascribed to it in
Section 21 of Schedule 5. 


  

	14.	 “Contract” means a legally binding contract, agreement, understanding, indenture, note,
bond, loan, instrument, lease, mortgage, franchise or license. 


  

	15.	 “Control” or “control” of a given Person means the power or authority,
whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, through any contractual relationship (including, without limitation, pursuant to a
management or advisory agreement) or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at
a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person; the terms “Controlling” and “Controlled” (and their lower-case
counterparts) have meanings correlative to the foregoing. 



  
 SCHEDULE 3 














	16.	 “Control Documents” means the following set of contracts in a form and substance attached
hereto as Exhibit F, including without limitation, Share Pledge Agreement, Exclusive Option Agreement, Exclusive Business Cooperation Agreement and Power of Attorney. 



 

	17.	 “Conversion Shares” means Ordinary Shares issuable upon conversion of any Preferred Shares.



  

	18.	 “Convertible Securities” means, with respect to any specified Person, securities
convertible or exchangeable into any shares of any class of such specified Person, however described and whether voting or non-voting. 



 

	19.	 “Directors” means the members of the Board of Directors. 



 

	20.	 “Disclosing Party” has the meaning ascribed to it in
Section 8.2(c). 


  

	21.	 “Disclosure Schedule” has the meaning ascribed to it in
Section 4. 


  

	22.	 “DomCo I” has the meaning ascribed to it in the preamble. 



 

	23.	 “DomCo II” has the meaning ascribed to it in the preamble. 



 

	24.	 “Employee Benefit Plans” has the meaning ascribed to it in
Section 16.7 of Schedule 5. 


  

	25.	 “Establishment Documents” has the meaning ascribed to it in
Section 22.2 of Schedule 5. 


  

	26.	 “Execution Date” means the date of this Agreement. 



 

	27.	 “Financial Statements” means the consolidated balance sheet, income statement and statement
of cash flows, prepared in accordance with IFRS / US GAAP and applied on a consistent basis throughout the periods indicated. 


  

	28.	 “Founder(s)” has the meaning ascribed to it in the Preamble. 



 

	29.	 “Founder Holdcos” has the meaning ascribed to it in the Preamble. 



 

	30.	 “Governmental Authority” means the government of any nation, province, state, city,
locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, regulation or compliance, and any corporation or other entity
owned or controlled, through share or capital ownership or otherwise, by any of the foregoing. 


  

	31.	 “Group Companies” means the Company, the HK Co, the WFOE, the US Co, the DomCos, the PRC
Subsidiaries, the Japan Co, HK Auto Tech, and any other direct or indirect Subsidiary of any Group Company collectively, and “Group Company” means any one of them. 



 

	32.	 “GC Product or Service” has the meaning ascribed to it in
Section 8.7 of Schedule 5. 


  

	33.	 “Hong Kong” means the Hong Kong Special Administrative Region of the PRC.



  

	34.	 “HK Auto Tech” has the meaning ascribed to it in the Preamble. 



 

	35.	 “HK Co” has the meaning ascribed to it in the Preamble. 



  
 2 

SCHEDULE 3 














	36.	 “HKIAC” has the meaning ascribed to it in Section 8.15(b).



  

	37.	 “IFRS” mean International Financial Reporting Standards. 



 

	38.	 “Indemnifiable Loss” has the meaning set forth in Section 7.1.



  

	39.	 “Indemnitee” has the meaning set forth in Section 7.1.



  

	40.	 “Intellectual Property” means all patents, patent applications, trademarks, service marks,
trade names, copyrights, trade secrets, processes, compositions of matter, formulas, designs, inventions, proprietary rights, know-how and any other confidential or proprietary information owned or otherwise
used by any Group Company. 


  

	41.	 “Japan Co” has the meaning ascribed to it in the Preamble. 



 

	42.	 “Key Employee” means each of the Persons listed in Schedule 4.



  

	43.	 “Knowledge” including the phrase “to the Warrantors’
knowledge” means the actual knowledge after reasonable investigation of the Key Employees and the Founders. 


  

	44.	 “Kuangtu” has the meaning ascribed to it in the Preamble. 



 

	45.	 “Law” means any constitutional provision, statute or other law, rule, regulation, official
policy or interpretation of any Governmental Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority. 


  

	46.	 “Lien” means any mortgage, pledge, claim, security interest, encumbrance, title defect,
lien, charge or other restriction or limitation. 


  

	47.	 “Material Adverse Effect” means a material adverse effect on the business, assets
(including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Group Companies, either individually or taken as a whole. 



 

	48.	 “Material Agreements” has the meaning ascribed to it in
Section 10.1 of Schedule 5. 


  

	49.	 “OFAC” has the meaning ascribed to such term in Section 18.2(a)
of Schedule 5. 


  

	50.	 “OFAC Sanctioned Person” has the meaning ascribed to such term in
Section 18.2(b) of Schedule 5. 


  

	51.	 “OFAC Sanctions” has the meaning ascribed to such term in
Section 18.2(a) of Schedule 5. 


  

	52.	 “Order” or “order” means any order, injunction, judgment, decree, ruling,
writ, assessment or arbitration award of a Governmental Authority. 


  

	53.	 “Ordinary Share” has the meaning ascribed to it in the Recitals to this Agreement, being an
ordinary share of par value US$0.0001 in the capital of the Company. 


  

	54.	 “Party” and “Parties” has the meaning ascribed to it in the Preamble to
this Agreement. 


  

	55.	 “Person” means any individual, corporation, partnership, limited partnership,
proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity. 



  
 3 

SCHEDULE 3 














	56.	 “PRC” means the Peoples’ Republic of China, excluding Hong Kong, the Macau Special
Administrative Region and Taiwan for the purpose of this Agreement. 


  

	57.	 “PRC Subsidiaries” has the meaning ascribed to it in the Preamble. 



 

	58.	 “Projections” has the meaning ascribed to it in Section 29 of
Schedule 5. 


  

	59.	 “Preferred Share” has the meaning ascribed to it in the Recitals to this Agreement.



  

	60.	 “Public Official” or “public official” means an employee of a Governmental
Authority, a member of a political party, a political candidate, an officer of a public international organization, or an officer or employee of a state-owned enterprise, including a PRC state-owned enterprise. 



 

	61.	 “Public Software” has the meaning ascribed to it in Section 8.7
of Schedule 5. 


  

	62.	 “Purchase Price” has the meaning ascribed to it in Section 1.1.



  

	63.	 “Purchaser” or “Purchasers” has the meaning ascribed to it in the
Preamble. 


  

	64.	 “Related Party” has the meaning ascribed to it in Section 11.4 of
Schedule 5. 


  

	65.	 “Reserve” or “reservation” has the meaning ascribed to it in
Section 4 of Schedule 5. 


  

	66.	 “Restated Articles” has the meaning ascribed to it in
Section 2.6. 


  

	67.	 “Restricted securities” has the meaning ascribed to it in
Section 5 of Schedule 7. 


  

	68.	 “SDN List” has the meaning ascribed to such term in
Section 18.2(b) of Schedule 5. 


  

	69.	 “Secretary” has the meaning ascribed to such term in
Section 18.2(a) of Schedule 5. 


  

	70.	 “Securities Act” means the United States Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder (or comparable Laws in jurisdictions other than the United States). 


  

	71.	 “Series A Preferred Shares” has the meaning ascribed to it in the Recitals to this
Agreement. 


  

	72.	 “Series B-1 Preferred Shares” has the meaning
ascribed to it in the Recitals to this Agreement. 


  

	73.	 “Series B-2 Preferred Shares” has the meaning
ascribed to it in the Recitals to this Agreement. 


  

	74.	 “Series B-3 Preferred Shares” has the meaning
ascribed to it in the Recitals to this Agreement. 


  

	75.	 “Series C Preferred Shares” has the meaning ascribed to it in the Recitals to this
Agreement. 


  

	76.	 “Series D-1 Preferred Shares” has the meaning
ascribed to it in the Recitals to this Agreement. 



  
 4 

SCHEDULE 3 














	77.	 “Shareholders’ Agreement” means the agreement proposed to be entered into among the
Group Companies, the Founders, the Purchasers and certain other parties thereto, substantially in the form and substance attached hereto as Exhibit B. 


  


	78.	 “Share Plan” has the meaning ascribed to it in Section 2.3 of
Schedule 5. 


  

	79.	 “Sina” means SUN Dream Inc and its successors and assignees. 



 

	80.	 “Statement Date” has the meaning ascribed to it in Section 14 of
Schedule 5. 


  

	81.	 “Subsidiary” or “subsidiary” means, as of the relevant date of
determination, with respect to any Person (the “subject entity”), (i) any Person (x) more than 50% of whose shares or other interests entitled to vote in the election of directors or (y) more than a 50% interest in the
profits or capital of such Person are owned or controlled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity; (ii) any Person whose assets, or portions thereof, are consolidated with
the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with IFRS or US GAAP; or (iii) any Person with respect to which the subject entity has the power to
otherwise direct the business and policies of that entity directly or indirectly through another subsidiary. For the avoidance of doubt, the Subsidiaries of the Company shall include the Group Companies (other than the Company).



  

	82.	 “Transaction Documents” means this Agreement, the Shareholders’ Agreement, the
Management Rights Letter, the Share Restriction Agreement, the Control Documents and any other agreements, instruments or documents entered into in connection with this Agreement. 



 

	83.	 “Termination Date” has the meaning ascribed to it in
Section 8.22(b). 


  

	84.	 “Transaction Terms” has the meaning ascribed to it in
Section 8.2(a). 


  

	85.	 “Tusen Zhiyun” has the meaning ascribed to it in the Preamble.



  

	86.	 “Tushen Zhineng” has the meaning ascribed to it in the Preamble. 



 

	87.	 “United States Person” has the meaning ascribed to it in
Section 18.2(c) of Schedule 5. 


  

	88.	 “US Co” has the meaning ascribed to it in the Preamble. 



 

	89.	 “US GAAP” means the Generally Accepted Accounting Principles in the United States.



  

	90.	 “US$” means the United States Dollar, the lawful currency of the United States of America.



  

	91.	 “Warrantors” means the Group Companies, the Founder Holdcos and the Founders, and
“Warrantor” means any one of them. 


  

	92.	 “Weilai Chengyun” has the meaning ascribed to it in the Preamble. 



 

	93.	 “Weilai Logistics” has the meaning ascribed to it in the Preamble. 



 

	94.	 “WFOE” has the meaning ascribed to it in the preamble. 



  
 5 

SCHEDULE 3 













 SCHEDULE 4 

SCHEDULE OF KEY EMPLOYEES 

  
 SCHEDULE 4 













 SCHEDULE 5 

REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS 

1. ORGANIZATION, GOOD STANDING, CORPORATE POWER AND QUALIFICATION 

Each Warrantor (except for the Founders) is a corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. Each Warrantor (except for the Founders) is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. Each Warrantor has full power, authority and capacity to enter into and perform each of the Transaction Documents to which such
Warrantor is a party. 
  

	2.	 CAPITALIZATION 



2.1 The authorized capital of the Company consists, immediately prior to the Closing, of: (a) 417,972,411 Ordinary Shares, of which
56,516,425 shares are issued and outstanding immediately prior to the Closing. All of the outstanding Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable securities laws. The
Company holds no treasury shares; and (b) 20,000,000 Series A Preferred Shares, all of which are issued and outstanding immediately prior to the Closing; 8,218,203 Series A-2 Preferred Shares, all of which are issued and outstanding immediately
prior to the Closing; 7,080,000 Series B-1 Preferred Shares, all of which are issued and outstanding immediately prior to the Closing; 3,000,000 Series B-2 Preferred
Shares, all of which are issued and outstanding immediately prior to the Closing; 3,465,372 Series B-3 Preferred Shares, all of which are issued and outstanding immediately prior to the Closing; 14,993,041
Series C Preferred Shares, all of which are issued and outstanding immediately prior to the Closing; and 25,270,973 Series D-1 Preferred Shares, 11,710,939 of which are issued and outstanding immediately prior
to the Closing. The rights, privileges and preferences of the Series A Preferred Shares, the Series A-2 Preferred Shares, the Series B-1 Preferred Shares, the Series B-2
Preferred Shares, the Series B-3 Preferred Shares, the Series C Preferred Shares and the Series D-1 Preferred Shares are as stated in the Restated Articles and as
provided by the Company Law. 
 2.2 The Company has reserved 10,000,000 Ordinary Shares for issuance to Key Employees, research and
technical employees, officers, directors and consultants of the Company pursuant to the 2017 Share Plan of the Company (the “Share Plan”). Of such reserved Ordinary Shares, 311,969 Ordinary Shares remain available for issuance to
Key Employees, research and technical employees, officers, directors and consultants of the Company. The Company has furnished to each Purchaser complete and accurate copies of the Share Plan and forms of agreements used thereunder. 

2.3 Schedule 8 sets forth the capitalization of the Company immediately before and following the Closing including the number of
shares of the following: (i) issued and outstanding Ordinary Shares, including, with respect to restricted Ordinary Shares, vesting schedule and repurchase price; (ii) issued and granted stock options; (iii) stock options not yet
issued but reserved for issuance, including vesting schedule and exercise price; (iv) each series of Preferred Shares; and (v) warrants or stock purchase rights, if any. Except for (A) the conversion privileges of the Purchased Shares
to be issued under this Agreement and other Transaction Documents, (B) the rights provided in the Shareholders’ Agreement, and (C) the securities and rights described in Section 2.3 of this Schedule 5,
there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Ordinary Share or Preferred
Share, or any securities convertible into or exchangeable for Ordinary Share or Preferred Share. . 

  
 SCHEDULE 5 













 2.4 The Founders are the legal and beneficial owners of one hundred percent (100%)
equity interest of their respective Founder Holdcos. The Founder Holdcos are the legal and beneficial owners of 56,516,425 Ordinary Shares of the Company. The Company is the sole legal and beneficial owner of one hundred percent (100%) equity
interest of the US Co. The Company is the sole legal and beneficial owner of one hundred percent (100%) equity interest of the HK Co, which in turn is the sole legal and beneficial owner of one hundred percent (100%) equity interest of the WFOE. The
Company is the sole legal and beneficial owner of one hundred percent (100%) equity interest of HK Auto Tech. The HK Co is the legal and beneficial owner of ninety percent (90%) equity interest of the Japan Co. The DomCo I is the sole legal and
beneficial owner of one hundred percent (100%) equity interest of each of Weilai Logistics, Weilai Chengyun and Tushen Zhineng. The DomCo II is the sole legal and beneficial owner of one hundred percent (100%) equity interest of Kuangtu. 

2.5 Section 2.5 of the Disclosure Schedule sets forth the capitalization and equity holders of
the DomCos, including all issued and outstanding equity capital of the DomCos. Unless otherwise provided in the Control Documents, there are no outstanding options, warrants, rights (including conversion or, preemptive rights and rights of first
refusal or similar rights) or agreements, orally or in writing, to purchase or acquire any equity interest or share capital, or any securities convertible into or exchangeable for an equity interest or share capital, of any Group Company (other than
the Company). 
 2.6 WFOE Controls one hundred percent (100%) equity interest in each of the DomeCos through the Control Documents.
Each Control Document is duly executed by related parties and constitutes the legal and binding obligations of the relevant parties except as limited by laws of general application relating to or affecting the enforcement of contractual arrangements
materially similar to the Control Documents. 
 3. SUBSIDIARIES 

Other than the HK Co, the US Co, the Japan Co, the HK Auto Tech, the WFOE and the PRC Subsidiaries, the Company and each other
Group Company do not currently own or control, directly or indirectly, any interest in any other company, corporation, partnership, trust, joint venture, association, or other business entity. Neither the Company nor any other Group Company is a
participant in any joint venture, partnership or similar arrangement. 
  

	4.	 AUTHORIZATION 



With respect to each Warrantor (except for the Founders), all corporate action required to be taken by such Warrantor’s
board of directors and shareholders in order to authorize each respective Warrantor to enter into the Transaction Documents to which each such Warrantor is a party, and (only with respect to the Company) to issue the Purchased Shares at the Closing
and the Conversion Shares, has been taken or will be taken prior to the Closing. With respect to each Warrantor (except for the Founders), all action on the part of the officers of each Warrantor necessary for the execution and delivery of the
Transaction Documents, the performance of all obligations of such Warrantor under the Transaction Documents to be performed as of the Closing, and (only with respect to the Company) the issuance and delivery of the Purchased Shares has been taken or
will be taken prior to the Closing. The Transaction Documents, when executed and delivered by each Warrantor, shall constitute valid and legally binding obligations of each Warrantor, enforceable against each Warrantor in accordance with their
respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Shareholders’ Agreement may be
limited by applicable securities laws. The issuance of any Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such
rights has been obtained from the holders thereof. For the purpose only of this Agreement, “reserve,” 

  
 SCHEDULE 5 













 
“reservation” or similar words with respect to a specified number of Ordinary Shares or Preferred Shares of the Company shall mean that the Company shall, and the Board of
Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued share capital of the Company until the conversion rights of the
holders of any Convertible Securities exercisable for such shares are exercised in accordance with the Restated Articles or otherwise. 
  

	5.	 VALID ISSUANCE OF SHARES 



5.1 The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement, will be validly issued, fully paid and nonassessable and free of Liens and other restrictions on transfer other than restrictions on transfer under this Agreement, the Shareholders’ Agreement, applicable securities laws and liens or
encumbrances created by or imposed by the relevant Purchaser. Subject in part to the accuracy of the representations of the Purchaser in Schedule 7 of this Agreement, the Purchased Shares will be issued in compliance with all applicable
securities laws. The Conversion Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Articles, will be validly issued, fully paid and nonassessable and free of Liens and other restrictions on
transfer other than restrictions on transfer under the Transaction Documents, applicable securities laws and liens or encumbrances created by or imposed by the relevant Purchaser. The Conversion Shares will be issued in compliance with all
applicable securities laws. 
 5.2 All presently outstanding Ordinary Shares of the Company were duly and validly issued, fully paid
and non-assessable, and are free and clear of any Liens and free of restrictions on transfer (except for any restrictions on transfer under Transaction Documents or applicable securities laws) and have been
issued in compliance in all material respects with the requirements of all applicable securities laws and regulations, including, to the extent applicable, the Securities Act. 

 

	6.	 GOVERNMENTAL CONSENTS AND FILINGS 



No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with, any
Governmental Authority is required on the part of any Warrantor is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, the Shareholders’ Agreement or the offer, sale,
issuance or reservation for issuance of the Purchased Shares and the Conversion Shares. 
  

	7.	 LITIGATION 



There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Warrantors’
knowledge, currently threatened (i) against any Warrantor or any officer, director or Key Employee of any Group Company that would either individually or in aggregate, reasonably be expected to have a Material Adverse Effect; or (ii) to
the Warrantors’ knowledge, that questions the validity of the Transaction Documents or the right of any Warrantor to enter into them, or to consummate the transactions contemplated by the Transaction Documents. None of the Warrantors and, to
the Warrantors’ knowledge, none of the officers, directors and Key Employees of any Group Company, is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or
instrumentality which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding or investigation by any Group Company pending or which any Group Company intends to
initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Warrantors) involving the prior employment of any of the Group Company’s
employees, their services provided in connection with Group Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. 

  
 SCHEDULE 5 














	8.	 INTELLECTUAL PROPERTY 



8.1 Each Group Company owns or possesses sufficient legal rights to (i) all trademarks, service marks, trade names, copyrights,
trade secrets, licenses, information and proprietary rights and processes and (ii) to the Warrantors’ knowledge, all patents and patent rights, as are necessary to the conduct of such Group Company’s business as now conducted and as
presently proposed to be conducted, without any known conflict with, or infringement of, the rights of others. Section 8.1 of the Disclosure Schedule contains a complete and accurate list of all Intellectual Property
owned, licensed to or used by each Group Company, whether registered or not, and a complete and accurate list of all licenses granted by such Group Company to any third party with respect to any Intellectual Property. No product or service marketed
or sold (or proposed to be marketed or sold) by any Group Company violates or will violate any license or infringe any intellectual property rights of any other party. 

8.2 No Group Company has received any communications alleging that any Group Company has violated or, by conducting its business, would
violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity. Each Group Company has obtained and possesses valid licenses to use all of the
software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with such Group Company’s business. To the
Warrantors’ knowledge, it will not be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by a Group Company. Each Key Employee has assigned to the Group Companies all
intellectual property rights he or she owns that are related to the Group Companies’ business as now conducted. Section 8.2 of the Disclosure Schedule lists all patents, patent applications, registered
trademarks, trademark applications, registered service marks, service mark applications, registered copyrights and domain names of each Group Company. 

8.3 Other than with respect to commercially available software products under standard end-user
object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the foregoing, nor is any Group Company bound by or a party to any options, licenses
or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. 

8.4 No proceedings or claims in which any Group Company alleges that any person is infringing upon, or otherwise violating, its
Intellectual Property rights are pending, and none has been served, instituted or asserted by any Group Company. 
 8.5 None of the
employees of any Group Company or the Founders are obligated under any Contract (including a Contract of employment), or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her
best efforts to promote the interests of the Group Companies, or that would conflict with the business of any Group Company as presently conducted. To the Warrantors’ knowledge, it will not be necessary to utilize in the course of any Group
Company’s business operations any inventions of any of the employees of any Group Company made prior to their employment by the such Group Company, except for inventions that have been validly and properly assigned or licensed to such Group
Company as of the date hereof. 
 8.6 Each Group Company has taken all security measures that in the judgment of such Person are
commercially prudent in order to protect the secrecy, confidentiality, and value of its material Intellectual Property. 
 8.7 No
Public Software (as defined below) forms part of any product or service provided by any Group Company (“GC Product or Service”), and no Public Software was or is used in connection with the development of any GC Product or Service
or is incorporated into, in whole or in part, or has been distributed with, in whole or in part, any GC Product or Service. As used in this Section 8.7, “Public 


  
 SCHEDULE 5 













 
Software” means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software (as defined by the Free Software
Foundation), open source software (e.g., Linux or software distributed under any license approved by the Open Source Initiative as set forth www.opensource.org) or similar licensing or distribution models which require the distribution or making
available of source code as well as object code of the software to licensees without charge (except for the cost of the medium) and the right of the licensee to modify the software and redistribute both the modified and unmodified versions of the
software, including software licensed or distributed under any of the following licenses: (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License;
(iv) the Netscape Public License; (v) the BSD License; or (vi) the Apache License. 
  

	9.	 COMPLIANCE WITH OTHER INSTRUMENTS 



9.1 None of the Group Companies, the Founders and the Founder Holdcos is in violation or default (i) of any provisions of its
memorandum of association (if any), articles of association or any other applicable constitutional document, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any
lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Section 10.1 of Disclosure Schedule, or (v) of any provision of statute, rule or regulation
applicable to such Warrantor, the violation of which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents and the consummation
of the transactions contemplated by the Transaction Documents will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision,
instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any equity interest or assets of any Group Company or the suspension, revocation,
forfeiture, or nonrenewal of any material permit or license applicable to any Group Company, which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

 

	9.2	 PENALTIES AND FINES 



There are no penalties or fines of whatsoever nature that have ever been imposed on any Group Company. 

 

	10.	 AGREEMENTS; ACTIONS 



10.1 Save for the agreements set out in Section 10.1 of the Disclosure Schedule (the “Material
Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations
(contingent or otherwise) of, or payments to, any Group Company in excess of US$100,000 per annum or in excess of US$500,000 in the aggregate, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or
from any Group Company, other than from or to another Group Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect any Group
Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iv) indemnification by any Group Company with respect to infringements of proprietary rights, and there are no agreements,
understandings, instruments, contracts or proposed transactions between any Warrantor and any holder of Preferred Shares amending or varying the rights or obligations of the Company and such holder of Preferred Shares from those set out in the
Transaction Documents. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Warrantors’ knowledge, by all the
other parties thereto. There are to the Warrantors’ knowledge, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a
Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. 

  
 SCHEDULE 5 













 10.2 The Company has not declared or paid any dividends, or authorized or made any
distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$10,000 or in excess of US$25,000 in
the aggregate, (ii) made any loans or advances to any person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or
rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Schedule 5 all indebtedness, liabilities, agreements,
understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. 

10.3 No Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group
Company. 
 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with
this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company,
association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or
into another corporation, entity or person.  
  

	11.	 CONFLICT OF INTEREST AND RELATED PARTY TRANSACTIONS 



11.1 Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer
indemnification agreements approved by the Board of Directors, and (iii) the purchase of the Company’s share capital in accordance with applicable law, and the issuance of options to purchase the Company’s Ordinary Shares, in each
instance, disclosed in Section 11.1 of the Disclosure Schedule, there are no agreements, understandings or proposed transactions between any Group Company and any of its officers, directors, consultants or Key
Employees, or any Affiliate thereof, respectively. 
 11.2 No Group Company is indebted, directly or indirectly, to any of its
directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee
relocation expenses. None of the Group Companies’ directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing (i) are, directly or indirectly, indebted to any Group Company or,
(ii) to the Warrantors’ knowledge, have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which any Group Company has a business relationship, or any firm or corporation which
competes with any Group Company except that directors, officers or employees or shareholders of the Company may own shares in (but not exceeding one percent (1%) of the outstanding shares of) publicly traded companies that may compete with any Group
Company. To the Warrantors’ knowledge, none of the Group Companies’ employees, officers or directors or any members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any
contract with any Group Company. To the Warrantors’ knowledge, none of the Group Companies’ directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing has any material commercial,
industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Group Companies’ five (5) largest business relationship partners, service providers, joint venture partners, licensees and competitors.


  
 SCHEDULE 5 













 11.3 Other than the Group Companies, there are no corporations, partnerships, trusts,
joint ventures, limited liability companies or other business entities in which any Founder owns or controls, directly or indirectly, 10% or more of the outstanding voting interests. 

11.4 To the Warrantors’ knowledge, no employee, officer, or director of any Group Company (“Related Party”) or any
members of such Related Party’s immediate families, or any corporation, limited liability company, partnership or other entity in which such Related Party is an officer, director or partner, has significant ownership interests or otherwise
controls, loans, or extend or guarantee credit to any of the Group Companies. To the Warrantors’ knowledge, none of foregoing persons has any direct or indirect ownership interest in any firm or corporation with which any Group Company is
affiliated or with which any Group Company has a business relationship, or any firm or corporation that competes with any Group Company, except that employees, officers, or directors of the Company and members of such Related Party’s immediate
families may own stock in (but not exceeding one percent (1%) of the outstanding shares of) publicly traded companies that may compete with any Group Company. To the Warrantors’ knowledge, no Related Party or member of their immediate family is
directly or indirectly interested in any material contract with any Group Company. 
  

	12.	 RIGHTS OF REGISTRATION AND VOTING RIGHTS 



Except as provided in the Shareholders’ Agreement, no Group Company is under any obligation to register under the
Securities Act or any other applicable securities laws, any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Warrantors’ knowledge, except as
contemplated in the Shareholders’ Agreement, no shareholder of any Group Company has entered into any agreements with respect to the voting of shares in the capital of the Company. Except as contemplated by or disclosed in the Transaction
Documents, no Founder is a party to or has any Knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the shares or securities of any Group Company. 

 

	13.	 ABSENCE OF LIENS 



Each Group Company has good and valid title to all of its respective assets, whether tangible or intangible (including
those reflected in the Financial Statements, together with all assets acquired thereby since the Statement Date (as defined below), but excluding those that have been disposed of since the Statement Date). The property and assets owned by the
Group Companies are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course
of business and do not materially impair the Group Companies’ ownership or use of such property or assets. With respect to the property and assets it leases, each Group Company is in compliance with such leases and, to the Warrantors’
knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. The assets owned or leased by the Group Companies constitute all of the assets used in connection with
the businesses of the Group Companies and are adequate for Group Companies to conduct such businesses in substantially the same manner as currently conducted. 
  

	14.	 FINANCIAL STATEMENTS 



The Company has delivered to each Purchaser its unaudited consolidated Financial Statements as of March 31, 2019 (the
“Statement Date”). The unaudited consolidated Financial Statements may not contain all footnotes required by generally accepted accounting principles. Such unaudited consolidated Financial Statements fairly present in all material
respects the financial condition and operating results of the Group Companies as of the dates, and for the periods, indicated therein, subject in the case of the unaudited consolidated Financial Statements to normal
year-end audit adjustments. Except as set forth in such unaudited consolidated Financial Statements, each Group Company has no material liabilities or obligations, contingent or otherwise, as of the Statement
Date, other than (i) liabilities incurred in the ordinary course of business subsequent to the Statement Date, (ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) liabilities and
obligations of a type or nature not required under IFRS / US GAAP to be reflected in such unaudited consolidated Financial Statements. 

  
 SCHEDULE 5 













 The DomCo I has delivered to each Purchaser its unaudited Financial
Statements as of the Statement Date. The unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles. The Financial Statements fairly present in all material respects the financial condition and
operating results of the DomCo I as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in
the Financial Statements, the DomCo I has no material liabilities or obligations, contingent or otherwise, as of the Statement Date, other than (i) liabilities incurred in the ordinary course of business subsequent to the Statement Date,
(ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) liabilities and obligations of a type or nature not required under IFRS / US GAAP to be reflected in the Financial Statements. Each
of the Group Companies has maintained a standard system of accounting established and administered in accordance with IFRS / US GAAP or other applicable accounting standards. 

 

	15.	 CHANGES 



Since the Statement Date, except as set forth in Section 15 of the Disclosure Schedule or as
contemplated by this Agreement or the Transaction Documents, there has not been: 
 (a) any change in the assets,
liabilities, financial condition or operating results of any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business; 

(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect on a Group
Company; 
 (c) any waiver or compromise by any Group Company of a valuable right or of a material debt owed to it; 

(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by any Group Company, except
in the ordinary course of business; 
 (e) any material change to a material contract or agreement by which any Group Company
or any of its assets is bound or subject; 
 (f) any material change in any compensation arrangement or agreement with any
employee, officer, director or shareholder; 
 (g) any resignation or termination of employment or change of terms of
employment of any officer or Key Employee of any Group Company; 
 (h) any mortgage, pledge, transfer of a security interest
in, or lien, created by any Group Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair such
Company’s ownership or use of such property or assets; 
 (i) any dividend, loans or guarantees made by any Group
Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; 

  
 SCHEDULE 5 













 (j) any declaration, setting aside or payment or other distribution in
respect of any Group Company’s share capital, or any direct or indirect redemption, purchase, or other acquisition of any of such shares by any Group Company; 

(k) any sale, assignment or transfer of any material assets or Intellectual Property of any Group Company; 

(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any Group
Company; 
 (m) any debt, obligation, or liability incurred, assumed or guaranteed by the Group Company in excess of
US$1,000,000 per annum or in excess of US$1,000,000 in the aggregate other than in the ordinary course of business; 
 (n) to
the Warrantors’ knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect;
or 
 (o) any arrangement, agreement or commitment by the Company to do any of the things described in this
Section 15. 
  

	16.	 EMPLOYEE MATTERS 



16.1 Section 16.1 of the Disclosure Schedule sets forth a detailed description of all deferred
compensation paid or payable for each officer, employee, consultant and independent contractor of any Group Company. The compensation of Key Employees and other employees with the highest amount of compensation have been disclosed to the Purchasers.

 16.2 No employee of any Group Company is obligated under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Group Companies or that would conflict with the
Group Companies’ business. Neither the execution or delivery of the Transaction Documents, nor the carrying on of the Company’s business by the employees of the Group Companies, nor the conduct of the business as now conducted and as
presently proposed to be conducted, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. 

16.3 No Group Company is delinquent in payments to any of its employees, consultants, or independent contractors for any wages,
salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. Each Group Company has complied in all
respects with all applicable Laws related to employment, including those related to wages, hours, worker classification, and collective bargaining, and the payment and withholding of taxes and other sums as required by Law except where noncompliance
with any applicable Law would not result in a Material Adverse Effect. Each Group Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be
withheld from employees of such Group Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing. 

16.4 No Key Employee intends to terminate employment with any Group Company or is otherwise likely to become unavailable to continue as
a Key Employee, nor does any Group Company have a present intention to terminate the employment of any of the foregoing. All employees of the Group Companies have entered into an employment agreement and a confidentiality, non-competition and intellectual property rights agreement. Except as required by law, upon termination of the employment of any employee of the Group Companies, no severance or other payments will become due. The
Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services. 

  
 SCHEDULE 5 













 16.5 The Company has not made any representations regarding equity incentives to any
officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the Company’s board minutes. 

16.6 Each former Key Employee whose employment was terminated by the Company has entered into an agreement with the Company providing
for the full release of any claims against the Company or any related party arising out of such employment. 
 16.7
Section 16.7 of the Disclosure Schedule sets forth each and every employee benefit plan maintained, established or sponsored by any Group Company, or in which any Group Company participates in or
contributes to in any jurisdiction, including without limitation, the PRC (the “Employee Benefit Plans”). Save as set out in Section 16.7 of the Disclosure Schedule, there is no other pension,
retirement, social insurance, medical insurance, profit-sharing, deferred compensation, bonus, incentive or other employee benefit program, arrangement, agreement or understanding to which any Group Company contributes, is bound, or under which any
employees or former employees (or their beneficiaries) are eligible to participate or derive a benefit. Each Group Company has made all required contributions under all the Employee Benefit Plans including without limitation all contributions
required to be made under the PRC social insurance and housing fund schemes, and has complied in all material respects with all applicable Laws of any jurisdiction, in relation to the Employee Benefit Plans. 

16.8 No Group Company is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral,
express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Warrantors’ knowledge, has sought to represent any of the employees, representatives or agents of any Group Company. There
is no strike or other labor dispute involving any Group Company pending, or to the Warrantors’ knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its
employees. 
 16.9 To the Warrantors’ knowledge, none of the Founders and other Key Employees or directors of any Group Company
during the previous four (4) years, has been (a) subject to voluntary or involuntary petition under any applicable bankruptcy laws or any state insolvency laws or the appointment of manager, a receiver or similar officer by a court for
his/her business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment, or decree (not subsequently
reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance,
or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by any relevant regulatory organization to have violated any applicable securities,
commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.  
  

	17.	 TAX MATTERS 



17.1 The provisions for taxes as shown on the balance sheet included in the Financial Statements are sufficient in all material respects
for the payment of all accrued and unpaid applicable taxes of the Group Companies as of the date of each such balance sheet, whether or not assessed or disputed as of the date of each such balance sheet. There have been no examinations or audits of
any taxes or tax returns or reports of any Group Company by any applicable Governmental Authority other than routine requests for information. 

  
 SCHEDULE 5 













 
To the Warrantors’ knowledge, there are no deficiencies or claims for any taxes assessed, proposed or asserted against any Group Company by any Governmental Authority that have not been
fully paid and satisfied. Each Group Company has filed or caused to be filed on a timely basis all tax returns that are or were required to be filed (to the extent applicable), all such returns are correct and complete, and each Group Company has
paid all taxes that have become due, or have reflected such taxes in accordance with IFRS (or any internationally recognized accounting standards acceptable to each Purchaser) as a reserve for taxes on the Financial Statements. There are in effect
no waivers of applicable statutes of limitations with respect to taxes for any year. No Group Company has entered into any transaction a purpose of which is the avoidance of taxes in violation of applicable Laws. 

17.2 Immediately after the Closing, the Company will not be a controlled foreign corporation as defined in the U.S. Internal Revenue
Code of 1986, as amended (or any successor thereto) with respect to the stock held by the Purchasers. 
 17.3 No member of the Group
Company is, nor expects to become, a passive foreign investment company as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended. 

17.4 No shareholder of any member of a Group Company, solely by virtue of its status as shareholder of such Group Company, has personal
liability under local law for the debts and claims of such Group Company. There has been no communication from any tax authority relating to or affecting the tax classification of any member of the Group Companies. 

 

	18.	 OFAC COMPLIANCE 



18.1 None of the Warrantors or, to the Warrantors’ knowledge, any directors, administrators, officers, board of directors
(supervisory and management) members or employees of the Company or any other Group Company is an OFAC Sanctioned Person (as defined below). The Warrantors and, to the Warrantors’ knowledge, their directors, administrators, officers,
administrators, board of directors (supervisory and management) members or employees are in compliance with, and have not previously violated, the USA Patriot Act of 2001, and all other applicable United States and PRC anti-money laundering laws and
regulations. To the Warrantors’ knowledge, none of (i) the purchase and sale of the Purchased Shares, (ii) the execution, delivery and performance of this Agreement or any of the documents in Exhibits attached hereto, or
(iii) the consummation of any transaction contemplated hereby or thereby, or the fulfillment of the terms hereof or thereof, will result in a violation by any Warrantor or any Key Employee, of any of the OFAC Sanctions or of any anti-money
laundering laws of the United States, the PRC or any other jurisdiction. 
  

	18.2	 For the purposes of Section 18.1: 



(a) “OFAC Sanctions” means any sanctions program administered by the Office of Foreign Assets Control of the
United States Department of the Treasury (“OFAC”) under authority delegated to the Secretary of the Treasury (the “Secretary”) by the President of the United States or provided to the Secretary by statute, and any
order or license issued by, or under authority delegated by, the President or provided to the Secretary by statute in connection with a sanctions program thus administered by OFAC. For ease of reference, and not by way of limitation, OFAC Sanctions
programs are described on OFAC’s website at www.treas.gov/ofac. 
 (b) “OFAC Sanctioned Person” means
any government, country, corporation or other entity, group or individual with whom or which the OFAC Sanctions prohibit a United States Person from engaging in transactions, and includes without limitation any individual or corporation or other
entity that appears on the current OFAC list of Specially Designated Nationals and Blocked Persons (the “SDN List”). For ease of reference, and not by way of limitation, OFAC Sanctioned Persons other than government and countries
can be found on the SDN List on OFAC’s website at ww.treas.gov/offices/enforcement/ofac/sdn. 

  
 SCHEDULE 5 













 (c) “United States Person” means any United States citizen,
permanent resident alien, entity organized under the laws of the United States (including foreign branches), or any person (individual or entity) in the United States, and, with respect to the Cuban Assets Control Regulations, also includes any
corporation or other entity that is owned or controlled by one of the foregoing, without regard to where it is organized or doing business. 
  

	19.	 FOREIGN CORRUPT PRACTICES ACT 



None of the Warrantors or, to the Warrantors’ knowledge, any of their directors, administrators, officers, board of
directors (supervisory and management) members or employees have made, directly or indirectly, any payment or promise to pay, or gift or promise to give or authorized such a promise or gift, of any money or anything of value, directly or indirectly,
to (a) any foreign official (as such term is defined in the Foreign Corrupt Practices Act of 1977) for the purpose of influencing any official act or decision of such official or inducing him or her to use his or her influence to affect any act
or decision of a governmental authority, or (b) any foreign political party or official thereof or candidate for foreign political office for the purpose of influencing any official act or decision of such party, official or candidate or
inducing such party, official or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, in the case of both (a) and (b) above in order to assist any Warrantor to obtain or retain business
for, or direct business to any Warrantor, as applicable, subject to applicable exceptions and affirmative defenses. None of Warrantors and their respective directors, administrators, officers, board of directors (supervisory and management) members
or employees has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation subject to applicable exceptions and affirmative defenses.

  

	20.	 INSURANCE 



Section 20 of the Disclosure Schedule provides a complete list of each Group Company’s
insurance policies currently in effect. No Group Company has done or omitted to do or suffered anything to be done or not to be done other than any acts in the ordinary course of business which has or would render any policies of insurance taken out
by it or by any other person in relation to any such Group Company’s assets void or voidable or which would result in an increase in the rate of premiums on the said policies and there are no claims outstanding and no circumstances which would
give rise to any claim under any such policies of insurance. 
  

	21.	 CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTS 



Each current and former employee, consultant and officer of any Group Company has executed an agreement with such Group Company
regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for each Purchaser (the “Confidential Information Agreements”). No current or former Key Employee has excluded works
or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. No Group Company is aware that any of the Key Employees is in violation thereof. 

 

	22.	 GOVERNMENTAL AND OTHER PERMITS 



22.1 Each Group Company has all franchises, governmental permits, licenses and any similar authority necessary for the conduct of its
business. No Group Company is in default in any material respect under any of such franchises, governmental permits, licenses or other similar authority. 

22.2 Each of the DomCos, the WFOE and the PRC Subsidiaries has applied and obtained all requisite licenses, clearance and permits
required under PRC Laws as necessary for the conduct of its businesses, and each of the DomCos, the WFOE and the PRC Subsidiaries has complied in all material respects with all PRC Laws in connection with foreign exchange, including without
limitation, carrying out all relevant filings, registrations and applications for relevant permits with the PRC State Administration of Foreign Exchange and any other relevant authorities, and all such permits are validly subsisting. The Founders
and other PRC shareholders of the Company (as applicable) have complied with all reporting and/or registration requirements (including filings of amendments to existing registrations) under the SAFE Rules and Regulations, including without
limitation, Circular 37. 

  
 SCHEDULE 5 













 22.3 The registered capital of each of the DomCos, the WFOE and the PRC Subsidiaries
has been fully paid up in accordance with the schedule of payment stipulated in its articles of association and in compliance with PRC Laws, and there is no outstanding capital contribution commitment. 

22.4 The respective articles of association, approval document, certificate of approval and legal person business license of each of the
DomCos, the WFOE and the PRC Subsidiaries (hereinafter referred to as the “Establishment Documents”) have been duly approved and filed in accordance with the Laws of the PRC and are valid and enforceable. 

22.5 The business scope specified in the Establishment Documents of each of the DomCos, the WFOE and the PRC Subsidiaries complies with
the requirements of all relevant PRC Laws. The operation and conduct of the business by and the term of operation of each of the DomCos, the WFOE and the PRC Subsidiaries in accordance with the Establishment Documents is in compliance with the Laws
of the PRC. 
 22.6 Section 22.6 of the Disclosure Schedule sets out full and accurate details of all loan
agreements entered into by any Group Company regarding any inter-company loan, shareholders loan, foreign exchange loan or any other kind of loan obtained by it. Such loan agreements have been duly registered in accordance with the Laws of the PRC
(where necessary) and all such registrations are validly subsisting under the Laws of the PRC. All proceeds from such loan agreements in an amount equal to the principal amount borrowed under such loan agreements was received by the applicable Group
Companies used for such Group Companies’ operations and for working capital purposes. 
  

	23.	 CORPORATE DOCUMENTS 



The memorandum and articles of association, and all other constitutional documents (or analogous constitutional documents) of
each Group Company are in the form provided to each Purchaser. The copy of the minute books of the Company provided to each Purchaser contains minutes of all meetings of directors and shareholders and all actions by written consent without a meeting
by the directors and shareholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and shareholders with respect to all transactions referred to in such
minutes. 
  

	24.	 LIABILITIES 



No Group Company has any liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to
become due, except for (i) liabilities set forth in the Financial Statements of the Company, (ii) trade or business liabilities incurred in the ordinary course of business, and (iii) other liabilities that do not exceed
US$20,000 in the aggregate. 
  

	25.	 COMPLIANCE WITH LAWS 



25.1 Each Group Company is in material compliance with all applicable Laws applicable to it or to the conduct or operation of its
business or the ownership or use of any of its assets or properties. 
 25.2 No event has occurred and no circumstance exists that to
the Warrantors’ knowledge (i) may constitute or result in a violation by any Group Company, or a failure on the part of any Group Company to comply with any Law, or (ii) may give rise to any obligation on the part of any Group Company
to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, except for such violations or failures by a Group Company that, individually or in the aggregate, would not result in any Material Adverse Effect. 

  
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 25.3 No Group Company has received any written notice from any Governmental Authority
regarding (i) any actual, alleged or likely material violation of, or material failure to comply with, any Law, or (ii) any actual, alleged or likely material obligation on the part of any Group Company to undertake, or to bear all or any
portion of the cost of, any remedial action of any nature. 
 25.4 No Group Company, nor any director, agent, employee or any other
person acting for or on behalf of any Group Company, has directly or indirectly (i) made any contribution, gift, bribe, payoff, influence payment, kickback, or any other fraudulent payment in any form, whether in money, property, or services to
any public official or otherwise (A) to obtain favorable treatment in securing business for a Group Company, (B) to pay for favorable treatment for business secured, or (C) to obtain special concessions or for special concessions
already obtained, for or in respect of any Group Company, in each case which would have been in violation of any applicable Law or (ii) established or maintained any fund or assets in which any Group Company shall have proprietary rights that
have not been recorded in the books and records of a Group Company. 
 25.5 During the previous five (5) years, no Founder has
been (i) subject to voluntary or involuntary petition under any applicable bankruptcy laws or any applicable insolvency law or the appointment of a manager, receiver, or similar officer by a court for his business or property;
(ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offences); (iii) subject to any order, judgment, or decree (not subsequently reversed, suspended, or
vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of
business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by any regulatory organization to have violated any applicable securities, commodities or unfair trade
practices law whatsoever, which such judgment or finding has not been subsequently reversed, suspended, or vacated. 
  

	26.	 ENVIRONMENTAL AND SAFETY LAWS 



To the Warrantors’ knowledge, no Group Company is in violation of any applicable statute, law, or regulation relating to
the environment or occupational health and safety, except where such failure would not have a Material Adverse Effect on such Group Company’s business or properties, and no material expenditures are or will be required in order to comply with
any such existing statute, law or regulation. 
  

	27.	 MINUTES BOOK 



The minutes books of each Group Company, which have been made available to the Purchasers, contain a complete summary of all
meetings and actions taken by directors and shareholders or owners of such Group Company since its time of formation, and reflect all transactions referred to in such minutes accurately in all material respects. 

 

	28.	 MANUFACTURE, MARKETING AND DEVELOPMENT RIGHTS 



No Group Company has granted rights to manufacture, produce, assemble, license, market, or sell its respective products or
services to any other person and is not bound by any agreement that affects any Group Company’s exclusive rights to develop, manufacture, assemble, distribute, market or sell its respective products or services. 

  
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	29.	 DISCLOSURE; PROJECTIONS 



The Warrantors have made available to each Purchasers all the information reasonably available to the Warrantors that such
Purchaser has requested for deciding whether to acquire the Purchased Shares, including certain of financial projections with respect to the Company (the “Projections”), each of which were prepared in good faith. To the
Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement, as qualified by the Disclosure Schedule (only to the extent fairly and specifically disclosed therein), no information or document
provided or disclosed by the Warrantors to such Purchaser or its counsel in connection with the negotiation or execution of the Transaction Documents and no certificate furnished or to be furnished to such Purchaser at the Closing contains any
untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. 

 

	30.	 BUSINESS PLAN AND BUDGET 



The Company has delivered to each Purchaser on or before the Closing a business plan and budget for the twelve (12) months
following the Closing (the “Business Plan”). Such Business Plan was prepared in good faith based upon assumptions and projections which the Founders believe are reasonable and not materially misleading. 

 

	31.	 ENTIRE BUSINESS 



There are no material facilities, services, assets or properties shared with any entity other than the Group Company which are
used in connection with the business of each Group Company. 
  

	32.	 ASSETS TRANSFER 



All the employees, material assets and intellectual property rights of Beijing Tusen Hulian Technology Co., Ltd. (







) have been duly transferred to the DomCo I or the WFOE, as applicable, free and clear of all Liens, without any outstanding payment obligations owed by the Warrantors. 

  
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 SCHEDULE 6 

DISCLOSURE SCHEDULE 

  
 SCHEDULE 6 













 SCHEDULE 7 

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS 
  

	1.	 AUTHORIZATION 



Such Purchaser has full power, authority and legal capacity to enter into, deliver and perform the Transaction Documents. The
Transaction Documents to which the Purchaser is a party, when executed and delivered by such Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a
specific performance, injunctive relief, or other equitable remedies, or (ii) to the extent the indemnification provisions contained in the Shareholders’ Agreement may be limited by applicable securities laws. 

 

	2.	 DISCLOSURE OF INFORMATION 



Such Purchaser has had an opportunity to discuss the Group Companies’ business, management, financial affairs and the
terms and conditions of the offering of the Purchased Shares with the Group Companies’ management and has had an opportunity to review the Group Companies’ facilities. The foregoing, however, does not limit or modify the representations
and warranties of the Warrantors in Section 5 of this Agreement, or the right of such Purchaser to rely thereon save as set forth in the Disclosure Schedule. 

 

	3.	 PURCHASE ENTIRELY FOR OWN ACCOUNT 



This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the
Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Purchased Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that
the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Purchased Shares. 

 

	4.	 RESTRICTED SECURITIES 



The Purchaser understands that the Purchased Shares have not been registered under the Securities Act, by reason of a specific
exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser
understands that the Purchased Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Purchased Shares indefinitely unless they
are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to
register or qualify the Purchased Shares or the Conversion Shares for resale except as set forth in the Shareholders Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the
Company is under no obligation and may not be able to satisfy. The Purchaser understands that Company’s offering of Series D-1 Preferred Shares under this Agreement is not intended to be part of
the public offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act. 

  
 SCHEDULE 7 














	5.	 NO PUBLIC MARKET 



The Purchaser understands that no public market now exists for the Purchased Shares, and that the Company has made no
assurances that a public market will ever exist for the Purchased Shares. 
  

	6.	 LEGENDS 



6.1 The Purchaser understands that the Purchased Shares and any securities issued in respect of or exchange for the Purchased Shares,
may bear one or all of the following legends: 
 “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” 

6.2 Any legend set forth in, or required by, the other Transaction Documents. 

6.3 Any legend required by the securities laws of any state to the extent such laws are applicable to the Purchased Shares represented
by the certificate so legended. 

  
 SCHEDULE 7 













 SCHEDULE 8 

CAPITALIZATION 
 TABLE


  
 SCHEDULE 8 













 SCHEDULE 9 

NOTICES 

  
 SCHEDULE 9 













 EXHIBIT A 

RESTATED ARTICLES 

  
 EXHIBIT A 













 EXHIBIT B 

SHAREHOLDERS’ AGREEMENT 

  
 EXHIBIT B 













 EXHIBIT C 

MANAGEMENT RIGHTS LETTER 

  
 EXHIBIT C 













 EXHIBIT D 

SHARE RESTRICTION AGREEMENT 

  
 EXHIBIT D 













 EXHIBIT E 

COMPLIANCE CERTIFICATE 

  
 EXHIBIT E 













 EXHIBIT F 

CONTROL DOCUMENTS 

  
 EXHIBIT F 













 EXHIBIT G 

DIRECTOR INDEMNIFICATION AGREEMENT 

  
 EXHIBIT G