Exhibit 4.1


 


RIGHTS AGREEMENT


 


dated as of


 


October 14, 2021


 


between


 


Luckin Coffee Inc.


 


and


 


American Stock Transfer & Trust Company,
LLC


 


as Rights Agent


 






     


     


    










 


RIGHTS AGREEMENT


TABLE OF CONTENTS


 


 






Page


 


Article 1

Definitions


 


	Section 1.01.	Definitions	 	2




 


Article 2

The Rights


 


	Section 2.01.	Summary of Rights	 	8
	Section 2.02.	Legend	 	9
	Section 2.03.	Exercise of Rights; Separation of Rights	 	10
	Section 2.04.	Adjustments to Exercise Price; Number of Rights	 	11
	Section 2.05.	Date on Which Exercise is Effective	 	12
	Section 2.06.	Execution, Authentication, Delivery and Dating of Rights Certificates	 	12
	Section 2.07.	Registration, Registration of Transfer and Exchange	 	13
	Section 2.08.	Mutilated, Destroyed, Lost and Stolen Rights Certificates	 	13
	Section 2.09.	Persons Deemed Owners	 	14
	Section 2.10.	Delivery and Cancellation of Certificates	 	14
	Section 2.11.	Agreement of Rights Holders	 	14




 


Article 3

Adjustments to the Rights in the Event of Certain Transactions


 


	Section 3.01.	Flip-in	 	15







	Section 3.02.	Flip-over	 	16




 






    i


     


    

 


 


Article 4

The Rights Agent


 


	Section 4.01.	General	 	17
	Section 4.02.	Merger or Consolidation or Change of Name of Rights Agent	 	17
	Section 4.03.	Duties of Rights Agent	 	17
	Section 4.04.	Change of Rights Agent	 	19



 


Article 5

Miscellaneous


 


	Section 5.01.	Redemption	 	20
	Section 5.02.	Expiration	 	20
	Section 5.03.	Issuance of New Rights Certificates	 	20
	Section 5.04.	Supplements and Amendments	 	20
	Section 5.05.	Fractional Shares	 	21
	Section 5.06.	Rights of Action	 	21
	Section 5.07.	Holder of Rights Not Deemed a Shareholder	 	21
	Section 5.08.	Notice of Proposed Actions	 	22
	Section 5.09.	Notices	 	22
	Section 5.10.	Suspension of Exercisability or Exchangeability	 	23
	Section 5.11.	Successors	 	23
	Section 5.12.	Benefits of this Agreement	 	23
	Section 5.13.	Determination and Actions by the Board, etc	 	23
	Section 5.14.	Descriptive Headings; Section References	 	24
	Section 5.15.	GOVERNING LAW; EXCLUSIVE JURISDICTION	 	24
	Section 5.16.	Counterparts	 	24
	Section 5.17.	Severability	 	25
	Section 5.18.	Withholding	 	25



 


EXHIBITS


 


Exhibit A     Form of
Rights Certificate (together with Form of Election to Exercise)


 









    ii


     


    





 





RIGHTS AGREEMENT


 


RIGHTS AGREEMENT (as amended from time to time,
this “Agreement”), dated as of October 14, 2021, between Luckin Coffee Inc., an exempted company incorporated
under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a
New York limited liability trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor
Rights Agent hereunder). The Company and the Rights Agent are sometimes referred to in this Agreement collectively as the “Parties.”
Capitalized terms used in this Agreement have the meanings set forth in Article 1.


 


WITNESSETH:


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has (a) authorized the creation and issuance of (i) one Class A right in accordance with
the terms of this Agreement (collectively, the “Class A Rights”) in respect of each Class A Ordinary Share
of a par value of US$0.000002 each (collectively, the “Class A Ordinary Shares”) and (ii) one Class B
right in accordance with the terms of this Agreement (collectively, the “Class B Rights” and together with the
Class A Rights, the “Rights”) in respect of each Class B Ordinary Share of a par value of US$0.000002 each
(collectively, the “Class B Ordinary Shares”), in each case, held of record as of the Close of Business (as hereinafter
defined) on October 25, 2021 (the “Record Time”); and (b) as provided in ‎Section 2.04, has
further authorized the creation and issuance of (i) one Class A Right in respect of each Class A Ordinary Share and each
convertible preferred share of the Company (collectively, the “Preferred Shares”), and (ii) one Class B Right
in respect of each Class B Ordinary Share, in each case, (x) issued after the Record Time and prior to the Separation Time (as
hereinafter defined) and, (y) to the extent provided in ‎Section 5.03, issued after the Separation Time and prior to the
Expiration Time;


 


WHEREAS, subject to the terms and conditions hereof,
each Right entitles the holder thereof, after the Separation Time, to purchase securities of the Company (or, in certain cases, securities
of certain other entities) pursuant to the terms and subject to the conditions set forth herein; and


 


WHEREAS, subject to the terms and conditions hereof,
the Company desires to appoint the Rights Agent to act on behalf of the Company, and the Rights Agent is willing so to act, in connection
with the creation, issuance, transfer and exchange of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters
referred to herein;


 


NOW THEREFORE, in consideration of the premises
and the respective agreements set forth herein, the parties hereby agree as follows:


 






     


     


    

 


Article 1

Definitions


 


Section 1.01.     Definitions.
(a) The following terms, as used herein, have the following meanings:


 


“Acquiring Person” shall mean
any Person who, together with all Affiliates and Associates of such Person, is or becomes the Beneficial Owner of 10% or more of the
outstanding Shares or 10% or more of the Voting Power of the Company at any time after the first public announcement of this Agreement,
including where such Person holds the controlling equity interests in an entity which is in liquidation or similar winding-up proceedings
(a “Liquidating Subsidiary”) and becomes a Beneficial Owner of 10% or more of the Ordinary Shares or acquires 10%
or more of the Voting Power of the Company as described above through that Liquidating Subsidiary as a result of a stay or termination
of the liquidation winding-up or similar insolvency proceedings of that Liquidating Subsidiary (the “Liquidation Termination
Event”) or an amendment or change to the power and authority the liquidator or similar officer appointed in respect of the Liquidating
Subsidiary (the “Liquidation Amendment Event”), which causes all or part of the voting, disposition or other rights
previously granted to the liquidator or similar officer appointed in respect of the Liquidating Subsidiary to revert to that Person upon
the Liquidation Termination Event or the Liquidation Amendment Event; provided, however, that “Acquiring Person” shall
not include:


 


(i)            an
Exempt Person;


 


(ii)            any
Person who is the Beneficial Owner of 10% or more of the outstanding Shares or 10% or more of the Voting Power of the Company at the
time of the first public announcement of the adoption of this Agreement (a “Grandfathered Person”); provided, that
if a Grandfathered Person becomes the Beneficial Owner (other than by means of a share dividend, share split or reclassification, or pursuant
to the vesting or exercise of any equity awards issued to a member of the Board or pursuant to additional grants of any such equity awards
to a member of the Board) of any additional Shares or Voting Power of the Company, such Grandfathered Person shall be deemed to be an
Acquiring Person unless, upon such acquisition of Beneficial Ownership of Shares or Voting Power of the Company, such Person is not the
Beneficial Owner of 10% or more of the outstanding Shares and 10% or more of the Voting Power of the Company;


 


(iii)            any
Person who becomes the Beneficial Owner of 10% or more of the outstanding Shares or 10% or more of the Voting Power of the Company
after the time of the first public announcement of this Agreement solely as a result of (A) an acquisition by the Company of Shares
that, by reducing the number of Shares outstanding, increases the proportionate number of Shares Beneficially Owned by such Person, until
such time after the public announcement by the Company of such repurchases as such Person becomes the Beneficial Owner (other than by
means of a share dividend, share split or reclassification) of any additional Shares or Voting Power of the Company while such Person
is or as a result of which such Person becomes the Beneficial Owner of 10% or more of the outstanding Shares or 10% or more of the
Voting Power of the Company or (B) the occurrence of a Flip-in Date which has not resulted from the acquisition of Beneficial Ownership
of Shares or Voting Power of the Company by such Person or any of such Person’s Affiliates or Associates;


 


(iv)            any
Person who becomes the Beneficial Owner of 10% or more of the outstanding Shares or 10% or more of the Voting Power of the Company
but who acquired Beneficial Ownership of Shares or Voting Power of the Company without any plan or intention to seek or affect control
of the Company, if such Person promptly divests, or promptly enters into an agreement with, and satisfactory to, the Board, in the Board’s
sole discretion, to divest, and subsequently divests in accordance with the terms of such agreement (without exercising or retaining any
power, including Voting Power of the Company, with respect to such shares), sufficient Shares (or securities convertible into, exchangeable
into or exercisable for Shares or otherwise deemed to be Beneficially Owned by such Person) so that such Person ceases to be the Beneficial
Owner of 10% or more of the outstanding Shares and/or 10% or more of the Voting Power of the Company, as applicable;











 






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(v)            any
Person who becomes an “Acquiring Person” solely as a result of any unilateral grant of any security by the Company or through
the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors,
officers and employees, until such time thereafter as such Person becomes the Beneficial Owner (other than by means of a share dividend,
share split or reclassification) of any additional Shares or Voting Power of the Company; or


 


(vi)            any
Person who the Board determines, prior to the time such Person would otherwise be an “Acquiring Person”, should be exempted
from the definition of “Acquiring Person”.


 


For the avoidance of doubt, for the purpose of
computing the percentage of outstanding Shares Beneficially Owned by a Person, Shares into which any securities may be converted, including
any preferred shares, warrants, options, rights or other conversion privileges Beneficially Owned by such Person, shall be counted on
an as-converted basis and deemed to be then-outstanding in terms of both the outstanding Shares of the Company and the outstanding Shares
Beneficially Owned by such Person.


 


Notwithstanding the foregoing, if a bona-fide securities
dealer, swaps dealer or security-based swaps dealer who would otherwise be an “Acquiring Person” has become so solely as a
result of its actions in the ordinary course of its business that the Board determines were taken without the intent or effect of evading
or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to obtain or change control or
influence the management and policies of the Company, then, and unless and until the Board shall otherwise determine, such Person shall
not be an “Acquiring Person”.


 


Notwithstanding the foregoing, no Person shall
become an Acquiring Person solely as a result of any transaction pursuant to the Investment Agreement or the acquisition by such Person
of additional Shares pursuant to one or more definitive transaction documents approved by the Company prior to the time of the first public
announcement of the adoption of this Agreement.


 


“ADSs” shall mean American Depositary
Shares, each of which represents eight Class A Ordinary Shares, as may be modified or otherwise adjusted from time to time.


 


“Affiliate” and “Associate”
shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act, as such Rule is in effect on
the date of this Agreement.


 


A Person shall be deemed the “Beneficial
Owner”, and to have “Beneficial Ownership” of, and to “Beneficially Own”:





 


(i)            any
securities as to which such Person or any of such Person’s Affiliates or Associates is or may be deemed to be the beneficial owner
pursuant to Rule 13d-3 and 13d-5 under the Exchange Act, as such Rules are in effect on the date of this Agreement;


 


(ii)            any
securities as to which such Person or any of such Person’s Affiliates or Associates has the right to become the beneficial owner
(whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement,
arrangement or understanding, whether or not in writing (other than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights
(other than the Rights), warrants or options, ADSs or otherwise;


 


(iii)            any
securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with whom
such Person (or any Affiliate or Associate thereof) has any agreement, arrangement or understanding, whether or not in writing, with respect
to, or is otherwise cooperating or collaborating with, for the purpose of (A) acquiring, holding, sharing, voting or disposing of
securities or any Voting Power of the Company or any financial interest in or deriving from the value of the securities of the Company
or (B) changing or influencing the control of the Company or in connection with or as a participant in any transaction having that
purpose or effect;


 






    3


     


    

 


(iv)            solely
for purposes of determining whether any Person is an Acquiring Person, any securities that such Person or any of such Person’s Affiliates
or Associates are determined to Constructively Own; and


 


(v)            any
securities which are Shares represented by ADSs, if such Person has the right to acquire such Shares upon the due surrender of the ADS
evidencing the Shares to the depositary agent in accordance with the procedures set forth in the Deposit Agreement;


 


provided, however, that a Person shall not be
deemed the “Beneficial Owner”, or to have “Beneficial Ownership” of, or to “Beneficially Own”,
any security (A) solely because such security has been tendered pursuant to any offer made by such Person or any of such
Person’s Affiliates or Associates until such tendered security is accepted for payment or exchange or (B) solely because
such Person or any of such Person’s Affiliates or Associates has or shares the power to vote or direct the voting of such
security pursuant to a revocable proxy or consent given in response to a public proxy or consent solicitation made to more than ten
holders of shares of a class of shares of the Company registered under Section 12 of the Exchange Act and pursuant to, and in
accordance with, the applicable rules and regulations under the Exchange Act, unless such power (or the arrangements relating
thereto) is then reportable under Item 6 of Schedule 13D under the Exchange Act (or any similar provision of a comparable or
successor report).


 


Notwithstanding the foregoing, no officer or director
of the Company shall be deemed to Beneficially Own any securities of any other Person by virtue of any actions that such officer or director
takes in such capacity. For all purposes of this Agreement, in determining the percentage of the outstanding Shares with respect to which
a Person is the Beneficial Owner, all shares as to which such Person is deemed the Beneficial Owner shall be deemed outstanding.





 


“Business Day” shall mean any
day other than a Saturday, Sunday or a day on which banking institutions in New York, New York or the Cayman Islands are generally authorized
or obligated by law or executive order to close.


 


“Close of Business” on any given
date shall mean 5:00 p.m. New York City time on such date or, if such date is not a Business Day, 5:00 p.m. New York City time
on the next succeeding Business Day.


 


A Person shall be determined to “Constructively
Own” Shares in respect of which such Person has a Synthetic Long Position, calculated in the manner set forth below, if the
Board, by a majority vote, determines that such Person is seeking to use the existence of such Synthetic Long Position, in combination
with other securities Beneficially Owned by such Person, for the purpose or effect of changing or influencing control of the Company.
The number of Shares in respect of a Synthetic Long Position that may be determined to be “Constructively Owned” is
the notional or other number of Shares in respect of such Synthetic Long Position that is specified in a filing by such Person or any
of such Person’s Affiliates or Associates with the Securities and Exchange Commission or in the documentation evidencing such Synthetic
Long Position as the basis upon which the value or settlement amount of such right or derivative, or the opportunity of the holder of
such right or derivative to profit or share in any profit, is to be calculated in whole or in part and, in any case, including if no such
number of Shares is specified in any filing or documentation, as determined by the Board to be the number of Shares to which such Synthetic
Long Position relates.


 


“Deposit Agreement” shall mean
that certain deposit agreement dated May 16, 2019, among the Company, The Bank of New York Mellon and the holders of the ADSs.


 


“Exchange Act” shall mean the
United States Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange Time” shall mean the
time at which the right to exercise the Rights shall terminate pursuant to ‎Section 3.01(c).


 






    4


     


    

 


“Exempt Person” shall mean the
Company or any Subsidiary of the Company (in each case including, without limitation, in any fiduciary capacity), any employee benefit
plan of the Company or of any Subsidiary of the Company or any entity or trustee holding Shares for or pursuant to the terms of any such
plan or for the purpose of funding any such plan or other benefits for employees of the Company or of any Subsidiary of the Company.


 


“Exercise
Price” shall mean, as of any date, the price at which a holder may purchase the securities issuable upon exercise of one whole
Right. Until adjustment thereof in accordance with the terms hereof, the Exercise Price shall equal (i) US$5.50
for each Class A Right and (ii) US$5.50
for each Class B Right, as applicable.





 


“Expiration Time” shall mean
the earliest of (i) the Exchange Time, (ii) the Redemption Time, (iii) the Close of Business on the third anniversary of
the date of this Agreement, unless, for purposes of this clause (iii), extended by action of the Board (in which case the applicable time
shall be the time to which it has been so extended) and (iv) the closing of a consolidation, merger, scheme of arrangement or statutory
share exchange involving the Company which does not constitute a Flip-over Transaction or Event in which the Shares are cancelled or converted
into, or into the right to receive, another security, cash or other consideration, and which shall be pursuant to a merger or other acquisition
agreement between the Company and any Person that has been approved by the Board prior to any Person becoming an Acquiring Person.


 


“Flip-in Date” shall mean any
Share Acquisition Date or such later date and time as the Board may from time to time fix by resolution adopted prior to the Flip-in Date
that would otherwise have occurred.


 


“Flip-over Entity”, for purposes
of ‎Section 3.02, shall mean (i) in the case of a Flip-over Transaction or Event described in clause (i) of the definition
thereof, the Person issuing any securities into or for which Shares are being converted, cancelled or exchanged and, if no such securities
are being issued, the other Person that is a party to such Flip-over Transaction or Event and (ii) in the case of a Flip-over Transaction
or Event referenced in clause (ii) of the definition thereof, the Person receiving the greatest portion of the (A) assets or,
if (A) is not readily determinable, (B) operating income or cash flow being transferred in such Flip-over Transaction or Event,
provided in all cases if such Person is a Subsidiary of another Person, the ultimate parent entity of such Person shall be deemed to be
the Flip-over Entity.


 


“Flip-over Stock” shall mean
the capital stock (or similar equity interest) with the greatest Voting Power in respect of the election of directors (or other Persons
similarly responsible for the direction of the business and affairs) of the Flip-over Entity.


 


“Flip-over Transaction or Event”
shall mean a transaction or series of transactions, on or after a Flip-in Date, in which, directly or indirectly, (i) the Company
shall consolidate or merge or participate in a scheme of arrangement or statutory share exchange with any other Person or (ii) the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating
more than 50% of the assets (measured by either book value or fair market value) or (B) generating more than 50% of the operating
income or cash flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other than the Company or one or more of its
wholly owned Subsidiaries) or to two or more such Persons that are Affiliates or Associates or otherwise acting, directly or indirectly,
in cooperation or collaboration with each other.








 












    5


     


    

 


“Investment Agreement” shall
mean that certain investment agreement, dated as of April 15, 2021, by and among the Company, Cannonball Limited, a Cayman Islands
exempted company and Joy Capital II, L.P., a Cayman Islands exempted limited partnership.


 


“Market Price” per share
of any securities on any date shall mean the average of the daily closing prices per share of such securities (determined as
described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however,
that if any event described in ‎Section 2.04, or any analogous event, shall have caused the closing prices used to
determine the Market Price on any Trading Days during such period of 20 Trading Days not to be fully comparable with the closing
price on such date, each such closing price so used shall be appropriately adjusted by the Board in order to make it fully
comparable with the closing price on such date. The closing price per share of any securities on any date shall be the last reported
sale price, regular way, or, in case no such sale takes place or is quoted on such date, the average of the closing bid and asked
prices, regular way, for each share of such securities, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed on the NYSE or, if the securities are not listed on the NYSE, as reported on
NASDAQ or, if the securities are not listed on NASDAQ, as reported in the principal consolidated transaction reporting system with
respect to the principal national securities exchange on which the securities are listed or admitted to trading or, if the
securities are not listed or admitted to trading on any national securities exchange, as reported by such other quotation system
then in use or, if on any such date the securities are not listed or admitted to trading on any national securities exchange or
quoted by any such quotation system, the average of the closing bid and asked prices in the over-the-counter market as furnished by
a professional market maker making a market in the securities selected by the Board; provided, however, that if on any
such date the securities are not listed or admitted to trading on a national securities exchange or traded in the over-the-counter
market, the closing price per share of such securities on such date shall mean the fair value per share of such securities on such
date as determined in good faith by the Board, after consultation with a nationally recognized investment banking firm, and set
forth in a certificate delivered to the Rights Agent. For purpose of determining the Market Price of the Class B Ordinary
Shares, the Market Price for each Class B Ordinary Share on any date shall conclusively deemed to be the Market Price for each
Class A Ordinary Share on such date as determined pursuant to the foregoing clauses (appropriately adjusted by the Board to
reflect any event described in ‎Section 2.04 or any analogous event occurring after the date hereof.


 


“NYSE” shall mean the New York
Stock Exchange Inc.


 


“Ordinary Shares” shall mean
the Class A Ordinary Shares and the Class B Ordinary Shares.


 


“Person” shall mean any individual,
firm, partnership, limited liability company, trust, association, group (as such term is used in Rule 13d-5 under the Exchange Act,
as such Rule is in effect on the date of this Agreement), corporation or other entity.


 






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“Redemption Price” shall mean,
as applicable, an amount equal to (i) US$0.001 per Class A Right and (ii) US$0.001 per Class B Right, in each case,
rounded up to the nearest whole US$0.01 in the case of any holder whose holdings are not in a multiple of ten.





 


“Redemption Time” shall mean
the time at which the right to exercise the Rights shall terminate pursuant to ‎Section 5.01.


 


“Separation Time” shall mean
the next Business Day following the earlier of (i) the tenth Business Day (or such later date as the Board may from time to time
fix by resolution adopted prior to the Separation Time that otherwise would have occurred) after the date on which any Person commences
a tender or exchange offer that, if consummated, would result in such Person becoming an Acquiring Person and (ii) the tenth day
after the date of the first event causing a Flip-in Date to occur; provided, that if the foregoing results in the Separation Time
being prior to the Record Time, the Separation Time shall be the Record Time and provided further, that if any offer referenced
in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase
of any Shares pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been made.


 


“Share Acquisition Date” shall
mean the earlier of (i) the date of the first public announcement (which for purposes of this definition shall include, without limitation,
the issuance of a press release or the filing of a publicly-available report or other document with the Securities and Exchange Commission
or any other governmental agency) by the Company or an Acquiring Person that an Acquiring Person has become such or (ii) the date
on which any Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding Shares or more than 50% of the Voting Power
of the Company, excluding for this purpose any shares determined to be Constructively Owned.


 


“Shares” shall mean the Ordinary
Shares and the Preferred Shares.


 


“Subsidiary” of any specified
Person shall mean any corporation or other entity of which a majority of the voting power of the equity securities or a majority of the
equity or membership interest is Beneficially Owned, directly or indirectly, by such Person.


 


“Synthetic Long Position” shall
mean any option, warrant, convertible security, stock appreciation right swap agreement or other security, contract right or derivative
position, whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or other mechanism
at a price related to the value of Shares or a value determined in whole or part with reference to, or derived in whole or in part from,
the value of Shares and that increases in value as the value of Shares increases or that provides to the holder an opportunity, directly
or indirectly, to profit or share in any profit derived from any increase in the value of Shares, in any case without regard to whether
(i) such derivative conveys any voting rights in such securities to such Person or any of such Person’s Affiliates or Associates,
(ii) such derivative is required to be, or capable of being, settled through delivery of such securities or (iii) such Person
or any of such Person’s Affiliates or Associates may have entered into other transactions that hedge the economic effect of such
derivative. A Synthetic Long Position shall not include any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or
(7) promulgated pursuant to the Exchange Act.


 


“Trading Day”, when used with
respect to any securities, shall mean a day on which the principal national securities exchange or over-the-counter market on which the
Shares (including Shares represented by ADS) are listed or admitted to trading is open for the transaction of business or, if the Shares
(including Shares represented by ADS) are not listed or admitted to trading on any national securities exchange or over-the-counter market,
a Business Day.








 






    7


     


    

 


 


“Voting Power” shall mean the
voting power of all securities of the Company then outstanding and generally entitled to vote for the election of directors of the Company.


 


(b)            Each
of the following terms is defined in the Section set forth opposite such term:


 


	
    Term

     
	Section
	Agreement	Preamble
	Board	Recitals
	Class A Ordinary Shares	Recitals
	Class A Rights	Recitals
	Class B Ordinary Shares	Recitals
	Class B Rights	Recitals
	Company	Preamble
	Election to Exercise	‎Section 2.03(d)
	Exchange Ratio	‎Section 3.01(c)
	Expansion Factor	‎Section 2.04(a)
	Grandfathered Person	‎Section 1.01(a)
	Liquidating Subsidiary	‎Section 1.01(a)
	Liquidation Amendment Event	‎Section 1.01(a)
	Liquidation Termination Event	‎Section 1.01(a)
	Parties	Recitals
	Preferred Shares	Recitals
	Record Time	Recitals
	Rights	Recitals
	Rights Agent	Preamble
	Rights Certificate	‎Section 2.03(c)
	Rights Register	‎Section 2.07(a)
	Trading Regulation	‎Section 2.03(c)
	Trust	‎Section 3.01(c)
	Trust Agreement	‎Section 3.01(c)


 


Article 2

The Rights


 


Section 2.01.     Summary
of Rights. As soon as practicable after the Record Time, the Company will mail a letter summarizing the terms of the Rights to each
registered holder of Shares as of the Record Time, at such holder’s address as shown in the register of members of the Company.


 






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Section 2.02.     Legend.
(a)(i) Certificates for the Shares or, if a certificate has not been issued, the registration of the issue of Shares in the register
of members of the Company, issued on or after the Record Time but prior to the Separation Time, shall evidence (i) one Class A
Right for each Class A Ordinary Share and Preferred Share represented thereby and (ii) one Class B Right for each Class B
Ordinary Share represented thereby, and the Company shall mail to every Person that acquires Shares after the Record Time, but prior to
the Separation Time, either certificates for such Shares or a confirmation of the registration of such Shares in the register of members
of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise affixed to them a legend
substantially in the following form:








 


Until the Separation Time (as defined in the Rights
Agreement referred to below), this also evidences and entitles the registered holder hereof to certain Rights as set forth in a
Rights Agreement, dated as of October 14, 2021 (as such may be amended from time to time, the “Rights
Agreement”), between Luckin Coffee Inc. (the “Company”) and American Stock Transfer & Trust
Company, LLC , as Rights Agent (or any successor Rights Agent), the terms of which are hereby incorporated herein by reference and a
copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights may be redeemed or repurchased, may become exercisable for securities of the Company or securities of another
entity, may be exchanged for securities of the Company as specified in the Rights Agreement, may expire, may become null and void
(including if they are “Beneficially Owned” by an “Acquiring Person” or an Affiliate or
Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be
evidenced by separate certificates and may no longer be evidenced hereby. The Company will mail or arrange for the mailing of a copy
of the Rights Agreement to the holder hereof without charge after the receipt of a written request therefor.


 


Certificates representing Shares that are issued and outstanding at
the Record Time (or confirmation of the registration of issue of the Shares in the register of members with respect to uncertificated
shares), together with the letter mailed pursuant to ‎Section 2.01, shall evidence one Class A Right for each Class A
Ordinary Share and Preferred Share evidenced thereby and one Class B Right for each Class B Ordinary Share evidenced thereby
notwithstanding the absence of the foregoing legend.


 


(b)            The
Company shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Shares, as evidenced by the registration
of the Shares in the name of such Person in the register of members of the Company, without charge after the receipt of a written request
therefor.


 


(c)            In
case the holder of any Class B Ordinary Shares or Preferred Shares, following the Record Time, convert any Class B Ordinary
Shares or Preferred Shares into Class A Ordinary Shares, any Rights attached to such Class B Ordinary Shares or Preferred Shares,
as applicable, shall be deemed cancelled and retired and may not be exercised. For the avoidance of doubt, except as otherwise provided
herein, one Class A Right shall automatically attach to each Class A Ordinary Shares issued pursuant to a conversion of such
Class B Ordinary Shares or Preferred Shares after the Record Time but prior to the Separation Time in accordance with the terms of
this Agreement. Any Rights Certificates representing the Rights deemed cancelled and retired pursuant to this ‎Section 2.02(c) shall
also be cancelled and new Rights Certificates shall be issued evidencing the new Class A Rights attaching to the Class A Ordinary
Shares in connection with a conversion of the Class B Ordinary Shares or the Preferred Shares.





 






    9


     


    

 


Section 2.03.     Exercise
of Rights; Separation of Rights. (a) Subject to Sections ‎3.01, ‎5.01 and ‎5.10 and subject
to adjustment as herein set forth, (i) each Class A Right will entitle the holder thereof, at or after the Separation Time and
prior to the Expiration Time, to purchase, for the applicable Exercise Price, one Class A Ordinary Share and (ii) each Class B
Right will entitle the holder thereof, at or after the Separation Time and prior to the Expiration Time, to purchase, for the applicable
Exercise Price, one Class B Ordinary Share.


 


(b)            Until
the Separation Time, (i) no Right may be exercised and (ii) (A) each Class A Right will be evidenced by the
certificate for the associated Class A Ordinary Share or Preferred Share (or, if the Class A Ordinary Shares or the
Preferred Shares shall be uncertificated, by the registration of the issue of associated Class A Ordinary Shares or the
Preferred Shares in the register of members of the Company and any confirmation thereof provided for in ‎Section 2.02),
(B) each Class B Right will be evidenced by the certificate for the associated Class B Ordinary Share (or, if
the Class B Ordinary Shares shall be uncertificated, by the registration of the issue of associated Class B Ordinary
Shares in the register of members of the Company and any confirmation thereof provided for in ‎Section 2.02), in
each case, together, in the case of shares acquired prior to the Record Time, with the letter mailed to the registered holder
thereof pursuant to ‎Section 2.01, and will be transferable only together with, and will be transferred by a
transfer (whether with or without such letter or confirmation) of, such associated Share.


 


(c)            Subject
to the terms and conditions hereof, at or after the Separation Time and prior to the Expiration Time, (i) the Rights may be exercised
pursuant to ‎Section 2.03(d) below, (ii) the Rights will be transferred independent of Shares and (iii) the
Rights Agent will promptly, at the Company’s expense, if requested by the Company and provided with all necessary documentation
and information (in the reasonable discretion of the Rights Agent), mail to each registered holder of Shares (provided that the
Board has not elected to exchange all of the then outstanding Rights pursuant to ‎Section 3.01(c)) as of the Separation
Time (other than any Person whose Rights have become null and void pursuant to ‎Section 3.01(b)), at such holder’s
address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for
this purpose) or the transfer agent or registrar for the Shares, (x) a certificate (a “Rights Certificate”) in
substantially the form of Exhibit A hereto appropriately completed, representing the number of Rights held by such holder at the
Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as
the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement and as do not affect the rights, liabilities,
responsibilities or duties of the Rights Agent, or as may be required to comply with any law, rule or regulation or with any rule or
regulation of any national securities exchange or quotation system on which the Rights may from time to time be listed or traded (“Trading
Regulation”), or to conform to usage, and (y) a disclosure statement describing the Rights. Receipt of a Rights Certificate
by any Person shall not preclude a later determination that such Rights are null and void pursuant to ‎Section 3.01(b).
The Company may implement such procedures as it deems appropriate, in its sole discretion, to minimize the possibility that Rights are
received by Persons with respect to whom Rights would be null and void under ‎Section 3.01(b).


 


(d)            Subject
to the terms and conditions hereof, Rights may be exercised on any Business Day at or after the Separation Time and prior to the Expiration
Time by submitting to the Rights Agent the Rights Certificate evidencing such Rights with an Election to Exercise (an “Election
to Exercise”) substantially in the form attached to the Rights Certificate duly executed and properly completed, accompanied
by payment in cash, or by certified or official bank check or money order payable to the order of the Company, of a sum equal to the applicable
Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any tax or charge that may be payable
in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates (or,
if uncertificated, the registration on the share transfer books of the Company) for shares or depositary receipts (or both) in a name
other than that of the holder of the Rights being exercised.





 


(e)            Upon
receipt of a Rights Certificate, with a properly completed and duly executed Election to Exercise accompanied by payment as set forth
in ‎Section 2.03(d), and subject to the terms and conditions hereof, the Rights Agent will thereupon promptly (i)(A) requisition
from a transfer agent share certificates evidencing such number of shares or other securities to be purchased or, in the case of uncertificated
shares or other securities, requisition from a transfer agent a notice setting forth such number of shares or other securities to be purchased
for which registration will be made in the register of members of the Company (the Company hereby irrevocably authorizing its transfer
agents to comply with all such requisitions) and (B) if the Company elects pursuant to ‎Section 5.05 not to issue
certificates (or effect registrations in the register of members of the Company) representing fractional shares, requisition from the
depositary selected by the Company depositary receipts representing the fractional shares to be purchased (the Company hereby irrevocably
authorizes each such depositary agent to comply with such requisitions) or, when necessary to comply with this Agreement, requisition
from the Company the amount of cash to be paid in lieu of fractional shares in accordance with ‎Section 5.05 and (ii) after
receipt of such certificates, depositary receipts, notices and/or, when necessary to comply with this Rights Agreement, cash, cause the
same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered (in the case of certificates,
depositary receipts or notices) in such name or names as may be designated by such holder.


 






    10


     


    

 


(f)            In
case the holder of any Rights shall exercise less than all of the Rights evidenced by such holder’s Rights Certificate, a new Rights
Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly
authorized assigns.


 


(g)            The
Company covenants and agrees that it will (i) take all such action as may be necessary to ensure that all shares delivered (or evidenced
by registration in the register of members of the Company) upon exercise of Rights shall, at the time of delivery of the certificates
(or registration) for such shares (subject to payment of the applicable Exercise Price), be duly and validly authorized, executed, issued
and delivered (or registered) and fully paid and nonassessable; (ii) take all such action as may be necessary to comply with any
applicable requirements of the United States Securities Act of 1933, as amended from time to time or the Exchange Act, and the rules and
regulations thereunder, and any other applicable law, rule or regulation, in connection with the issuance of any shares upon exercise
of Rights and (iii) pay when due and payable any and all federal and state taxes and charges that may be payable in respect of the
original issuance or delivery of the Rights Certificates or of any shares issued upon the exercise of Rights, provided, that the Company
shall not be required to pay any tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of
Rights Certificates or the issuance or delivery of certificates (or the registration) for shares in a name other than that of the registered
holder of the Rights being transferred or exercised.





 


(h)            Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with
respect to the exercise or assignment of a Rights Certificate unless the registered holder of such Rights Certificate shall have
(i) properly completed and duly signed the certificate following the form of assignment or the form of election to exercise, as
applicable, set forth on the reverse side of the Rights Certificate surrendered for such exercise or assignment, (ii) provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced
thereby, and the Affiliates and Associates of such Beneficial Owner or former Beneficial Owner, as the Company or the Rights Agent
may reasonably request and (iii) paid a sum sufficient to cover any tax or charge that may be imposed as required under ‎Section 2.03(d).


 


Section 2.04.     Adjustments
to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation
Time (i) declare or pay a dividend on any kind of Shares payable in such kind of Shares, (ii) subdivide any kind of outstanding
Shares or (iii) combine any kind of outstanding Shares into a smaller number of such kind of Shares, (x) the applicable Exercise
Price in effect after such adjustment will be equal to such Exercise Price in effect immediately prior to such adjustment divided by the
number of such Shares including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”)
that a holder of one such Share immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof
and (y) each Class A Right or Class B Right, as applicable, held prior to such adjustment will become that number of Class A
Rights or Class B Rights, as applicable, equal to the Expansion Factor, and the adjusted number of Class A Rights or Class B
Rights, as applicable, will be deemed to be distributed among such Shares with respect to which the original Class A Rights or Class B
Rights, as applicable, were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or
combination, so that each such Share will have exactly one Class A Right or Class B Rights, as applicable, associated with it.
Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision
or combination.


 


In the event that the Company shall at any time
after the Record Time and prior to the Separation Time issue any Shares otherwise than in a transaction referenced in the preceding paragraph,
each Class A Ordinary Share and Preferred Share so issued (other than any Class A Ordinary Shares issued upon the exercise or
exchange of any Right) shall automatically have one new Class A Right associated with it and each Class B Ordinary Share so
issued (other than any Class B Ordinary Shares issued upon the exercise or exchange of any Right) shall automatically have one new
Class B Right associated with it, which Right in each case shall be evidenced by the certificate representing such Share (or, if
the Share shall be uncertificated, such Right shall be evidenced by the registration of the issue of such Share in the register of members
of the Company and the confirmation thereof provided for in ‎Section 2.02). Rights shall be issued by the Company in respect
of Shares that are issued or sold by the Company after the Separation Time only to the extent provided in ‎Section 5.03.


 






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(b)            In
the event that the Company shall at any time after the Record Time and prior to the Separation Time issue or distribute any
securities or assets in respect of, in lieu of or in exchange for Shares (other than pursuant to any non-extraordinary periodic cash
dividend or a dividend paid solely in Shares) whether by dividend, in a reclassification or recapitalization (including any such
transaction involving a merger, consolidation, scheme or arrangement or statutory share exchange), or otherwise, the Company shall
make such adjustments, if any, in the applicable Exercise Price, number of Rights and/or securities or other property purchasable
upon exercise of Rights as the Board, in its sole discretion, may deem to be appropriate under the circumstances, and the
Company and the Rights Agent shall amend this Agreement as necessary to provide for such adjustments.








 


(c)            Each
adjustment to the Exercise Price made pursuant to this ‎Section 2.04 shall be calculated to the nearest cent. Whenever
an adjustment to the Exercise Price is made pursuant to this ‎Section 2.04, the Company shall (i) promptly prepare
a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment and (ii) promptly file
with the Rights Agent and with each transfer agent for the applicable Shares a copy of such certificate. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability
with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have received
such a certificate.


 


(d)            Rights
Certificates shall represent the right to purchase the securities purchasable under the terms of this Agreement, including any adjustment
or change in the securities purchasable upon exercise of the Rights, even though such certificates may continue to express the securities
purchasable at the time of issuance of the initial Rights Certificates.


 


Section 2.05.     Date
on Which Exercise is Effective. Each Person whose name is registered in the register of members of the Company upon the exercise of
Rights shall for all purposes be deemed to have become the registered holder of record of the shares represented thereby at the Close
of Business on the Business Day upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise
Price for such Rights (and any applicable taxes and other charges payable by the exercising holder hereunder) was made; provided,
however, that if the date of such surrender and payment is a date upon which the register of members of the Company is closed or
there is any delay in updating the register of members of the Company, such Person shall be deemed to have become the registered holder
of such shares on, and such registration shall be dated, the next succeeding Business Day on which the register of members of the Company
is open or updated (as the case may be).


 


Section 2.06.     Execution,
Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Company
by its Chairman of the Board, Chief Executive Officer or Chief Financial Officer. The signature of any of these officers on the Rights
Certificates may be manual or facsimile.


 


Rights Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates.


 


Promptly after the Separation Time, the
Company will notify the Rights Agent in writing of such Separation Time (and if such notification is given orally, the Company shall
confirm the same in writing on or prior to the Business Day next following) and will deliver Rights Certificates executed by the
Company to the Rights Agent for countersignature, and, subject to Sections ‎2.03(c) and ‎3.01(b), the Rights Agent
shall manually or by facsimile countersign and deliver such Rights Certificates to the holders of the Rights pursuant to
 ‎Section 2.03(c). Until the written notice provided for in this ‎Section 2.06 is received by the Rights Agent,
the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurred. No Rights Certificate shall be
valid for any purpose unless manually or by facsimile countersigned by the Rights Agent.








 


In case any authorized signatory of the Rights
Agent who has countersigned any of the Rights Certificates ceases to be an authorized signatory of the Rights Agent before issuance and
delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect
as though the person who countersigned such Rights Certificates had not ceased to be an authorized signatory of the Rights Agent; and
any Rights Certificates may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature
of such Rights Certificate, is properly authorized to countersign such Rights Certificate, although at the date of the execution of this
Agreement any such person was not so authorized.


 


(b)            Each
Rights Certificate shall be dated the date of countersignature thereof.


 






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Section 2.07.     Registration,
Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the “Rights
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration
and transfer of Rights. The Rights Agent is hereby appointed “Rights Registrar” for the purpose of maintaining the Rights
Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that
the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable
times after the Separation Time.


 


After the Separation Time and prior to the Expiration
Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of ‎Section 2.07(c) and
 ‎(d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary
information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s
instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered.


 


(b)            Except
as otherwise provided in ‎Section 3.01(b), all Rights issued upon any registration of transfer or exchange of Rights
Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement
as the Rights surrendered upon such registration of transfer or exchange.


 


(c)            Every
Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the
holder thereof or such holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights
Certificate under this ‎Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or
other charge that may be imposed in relation thereto.





 


(d)            The
Company shall not register the transfer or exchange of any Rights that have become null and void under ‎Section 3.01(b),
been exchanged under ‎Section 3.01(c) or been redeemed under ‎Section 5.01.


 


Section 2.08.     Mutilated,
Destroyed, Lost and Stolen Rights Certificates.  (a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior
to the Expiration Time, then, subject to Sections ‎3.01(b), ‎3.01(c) and ‎5.01, the Company
shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so surrendered.


 


(b)            If
there shall be delivered to the Company and the Rights Agent prior to the Expiration Time (i) evidence to their satisfaction of the
destruction, loss or theft of any Rights Certificate and (ii) such security or indemnity as may be required by them to save each
of them and any of their agents harmless, then, subject to Sections ‎3.01(b), ‎3.01(c) and ‎5.01
and in the absence of written notice to the Company or the Rights Agent that such Rights Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Rights Agent shall countersign and, if requested by the Company
and provided with all necessary information, deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate
evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.


 


(c)            As
a condition to the issuance of any new Rights Certificate under this ‎Section 2.08, the Company may require the payment
of a sum sufficient to cover any tax or other charge that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Rights Agent) connected therewith. The Rights Agent shall have no duty or obligation to take any action under any
Section of this Agreement which requires the payment by a Rights holder of applicable taxes and/or charges unless and until it is
satisfied that all such taxes and/or charges have been paid.


 


(d)            Every
new Rights Certificate issued pursuant to this ‎Section 2.08, in lieu of any destroyed, lost or stolen Rights Certificate
shall evidence an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Rights Certificate
shall be at any time enforceable by anyone, and, subject to ‎Section 3.01(b) shall be entitled to all the benefits
of this Agreement equally and proportionately with any and all other Rights duly issued hereunder.


 






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Section 2.09.     Persons
Deemed Owners. Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated share
certificate or confirmation of registration, if uncertificated), the Company, the Rights Agent and any agent of the Company or the
Rights Agent may deem and treat the Person in whose name such Rights Certificate (or, prior to the Separation Time, such share
certificate or confirmation, if uncertificated) is registered on the Rights Register as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever, including the payment of the Redemption Price, and neither the Company nor the Rights
Agent shall be affected by any notice to the contrary. As used in this Agreement, unless the context otherwise requires, the term
 “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the
Separation Time, the associated Shares).





 


Section 2.10.     Delivery
and Cancellation of Certificates. All Rights Certificates surrendered upon exercise or for registration of transfer or exchange shall,
if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled
by the Rights Agent. The Company may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned
and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificates shall be countersigned in lieu of or in exchange for any Rights Certificates
cancelled as provided in this ‎Section 2.10, except as expressly permitted by this Agreement. The Rights Agent shall
destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Company.


 


Section 2.11.     Agreement
of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Company and the Rights Agent and with
every other holder of Rights that:


 


(a)            prior
to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Share;


 


(b)            after
the Separation Time, the Rights Certificates will be transferable only by an entry on the Rights Register as provided herein;


 


(c)            prior
to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated share certificate or share registration,
if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem
and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated share certificate or share
registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever,
and neither the Company nor the Rights Agent shall be affected by any notice to the contrary;


 


(d)            Rights
Beneficially Owned by certain Persons will, under the circumstances set forth in ‎Section 3.01(b), become null and void;


 


(e)            this
Agreement may be supplemented or amended from time to time in accordance with its terms without consent of any holder of Rights;


 


(f)            the
Board shall have the exclusive power and authority delegated to it pursuant to ‎Section 5.13; and


 


(g)            notwithstanding
anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right
or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting
or otherwise restraining performance of such obligation.


 






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Article 3

Adjustments to the Rights in the Event of Certain Transactions


 


Section 3.01.     Flip-in.
(a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this ‎Section 3.01,
(i) each Class A Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the
terms hereof (but subject to ‎Section 5.10), that number of Class A Ordinary Shares having an aggregate Market
Price on the Share Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for such Class A Right for
an amount in cash equal to such Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders
of the Class A Rights generally in the event that on or after such Share Acquisition Date any of the events described in Sections
‎2.04(a) or ‎(b), or any analogous event, shall have occurred with respect to the Class A Ordinary
Shares or Preferred Shares) and (ii) each Class B Right shall constitute the right to purchase from the Company, upon exercise
thereof in accordance with the terms hereof (but subject to ‎Section 5.10), that number of Class B Ordinary Shares
having an aggregate Market Price on the Share Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for
such Class B Right for an amount in cash equal to such Exercise Price (such right to be appropriately adjusted in order to protect
the interests of the holders of Class B Rights generally in the event that on or after such Share Acquisition Date any of the events
described in Sections ‎2.04(a) or ‎(b), or any analogous event, shall have occurred with respect to the
Class B Ordinary Shares).


 


(b)            Notwithstanding
the foregoing, any Rights that are Beneficially Owned on the Share Acquisition Date by an Acquiring Person or an Affiliate or
Associate thereof shall become null and void and any holder of such Rights (including transferees, whether direct or indirect, of
any such Persons) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement. If any
Rights Certificate is presented for assignment or exercise and the Person presenting the same will not properly complete the
certification set forth at the end of the form of assignment or notice of election to exercise or, if requested, will not provide
such additional evidence, including, without limitation, the identity of the Beneficial Owners and their Affiliates and Associates
(or former Beneficial Owners and their Affiliates and Associates) as the Company or the Board shall reasonably request in order to
determine if such Rights are null and void, then the Company shall be entitled conclusively to deem the Rights to be Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof or a transferee of any of the foregoing and accordingly
deem the Rights evidenced thereby to be null and void and not transferable, exercisable or exchangeable.


 


(c)            The
Board may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial
Owner of more than 50% of the outstanding Shares or more than 50% of the Voting Power of the Company, excluding for this purpose any
shares determined to be Constructively Owned, elect to exchange all (but not less than all) of the then outstanding Rights (which
shall not include Rights that have become null and void pursuant to the provisions of ‎Section 3.01(b)) for Shares
at an exchange ratio of one Class A Ordinary Share per Class A Right and one Class B Ordinary Share per
Class B Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after
the Separation Time any of the events described in Sections ‎2.04(a) or ‎(b), or any analogous event,
shall have occurred with respect to the Shares (such exchange ratio, as adjusted from time to time, being hereinafter referred to as
the “Exchange Ratio”).





 


Immediately upon the action of the Board
electing to exchange the Class A Rights or Class B Rights, without any further action and without any notice, the right to
exercise such Rights will terminate and each such Right (other than such Rights that have become null and void pursuant to
 ‎Section 3.01(b)), whether or not an Election to Exercise has been previously delivered, will thereafter represent only
the right to receive a number of Class A Ordinary Shares or Class B Ordinary Shares, respectively, equal to the number of
such Rights held by such holder multiplied by the Exchange Ratio. The exchange of the Class A Rights or the Class B Rights
by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may
establish. Promptly after the action of the Board electing to exchange the Class A Rights or the Class B Rights, the
Company shall give written notice thereof (specifying the steps to be taken to receive the Class A Ordinary Shares or the
Class B Ordinary Shares, as applicable, in exchange for the Class A Rights or the Class B Rights, as applicable) to
the Rights Agent and the holders of such Rights (other than such Rights that have become null and void pursuant to
 ‎Section 3.01(b)) outstanding immediately prior thereto by mailing such notice in accordance with
 ‎Section 5.09. Before effecting an exchange pursuant to this ‎Section 3.01(c), the Board may direct the
Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust
Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust
created by such agreement (the “Trust”) all or some (as designated by the Board) of the Class A Ordinary
Shares and Class B Ordinary Shares (or other securities) issuable pursuant to the exchange, and all or some (as designated by
the Board) holders of the Class A Rights and the Class B Rights entitled to receive shares pursuant to the exchange shall
be entitled to receive such shares (and any dividends paid or distributions made thereon after the date on which such shares are
deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust
Agreement. Prior to effecting an exchange and registering the Class A Ordinary Shares or the Class B Ordinary Shares (or
other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or
cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without
limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof
and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void.
If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by
such Person to be null and void pursuant to ‎Section 3.01(b) and not transferable or exercisable or exchangeable in
connection herewith. Any Class A Ordinary Shares, Class B Ordinary Shares or other securities issued at the direction of
the Board in connection herewith shall be validly issued, fully paid and nonassessable Class A Ordinary Shares, Class B
Ordinary Shares or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration
for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued. Approval by
the Board of the exchange shall constitute a determination by the Board that such consideration is adequate.


 


Each Person in whose name any certificate for
shares is issued (or for whom any registration in the register of members of the Company is made) upon the exchange of Rights pursuant
to this ‎Section 3.01(c) shall for all purposes be deemed to have become the registered holder of the shares represented
thereby on, and such certificate (or registration in the register of members of the Company) shall be dated (or registered on), the date
upon which the Rights Certificate evidencing such Rights was duly exchanged or deemed exchanged by the Company and payment of any applicable
taxes and other governmental charges payable by the holder was made; provided, however, that if the date of such exchange
and payment is a date upon which the register of members of the Company is closed, such Person shall be deemed to have become the registered
holder of such shares on, and such certificate (or registration in the register of members of the Company) shall be dated (or registered
on), the next succeeding Business Day on which the register of members of the Company is open.


 






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(d)            In
the event that there shall not be sufficient treasury shares or authorized but unissued Class A Ordinary Shares or Class B
Ordinary Shares to permit the exercise in full of the Class A Rights or the Class B Rights in accordance with ‎Section 3.01
or if the Company so elects to make the exchange referenced in ‎Section 3.01(c), to permit the issuance of all
shares pursuant to the exchange, the Company shall either (i) call a meeting of shareholders seeking approval to cause
sufficient additional authorized share capital to be authorized and created (provided that if such approval is not obtained the
Company will take the action specified in clause ‎(ii) of this sentence) or (ii) take such action as shall be
necessary to ensure and provide, without exposing the directors to personal liability (as determined by the Board), as and when and
to the maximum extent permitted by applicable law and any agreements or instruments in effect prior to the time an Acquiring Person
controls the Board (and remaining in effect) to which the Company is a party, that each Right shall thereafter constitute the right
to receive, (x) in the case of any exercise in accordance with ‎Section 3.01, at the Company’s option,
either (A) in return for the applicable Exercise Price, debt or equity securities (or a combination thereof) having a fair
value equal to twice such Exercise Price, or (B) without payment of consideration (except as may be required for the valid
issuance of securities or otherwise required by applicable law), debt or equity securities (or a combination thereof) having a fair
value equal to such Exercise Price or (y) in the case of an exchange of the Class A Rights or the Class B
Rights in accordance with ‎Section 3.01(c), debt or equity securities (or a combination thereof) having a fair
value equal to the product of the Market Price of a Class A Ordinary Share or a Class B Ordinary Share, as applicable, on
the Flip-in Date times the applicable Exchange Ratio in effect on the Flip-in Date, where in any case set forth in (x) or
(y) above the fair value of such debt or equity securities shall be as determined in good faith by the Board, after
consultation with a nationally recognized investment banking firm.


 


Section 3.02.     Flip-over.
(a) Prior to the Expiration Time, the Company shall not enter into any agreement with respect to, consummate or permit to occur any
Flip-over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-over Entity, for the
benefit of the holders of the Rights (the terms of which shall be reflected in an amendment to this Agreement entered into with the Rights
Agent), providing that, upon consummation or occurrence of the Flip-over Transaction or Event (i) each Right shall thereafter constitute
the right to purchase from the Flip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-over
Stock of the Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-over Transaction
or Event equal to twice the applicable Exercise Price for an amount in cash equal to the applicable Exercise Price (such right to be appropriately
adjusted in order to protect the interests of the holders of Rights generally in the event that after such date of consummation or occurrence
any of the events described in ‎Section 2.04 or ‎(b), or any analogous event, shall have occurred with
respect to the Flip-over Stock) and (ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such
Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement.





 


(b)            Prior
to the Expiration Time, unless the Rights will be redeemed pursuant to ‎Section 5.01, the Company shall not enter into
any agreement with respect to, consummate or permit to occur any Flip-over Transaction or Event if (i) at the time thereof there
are any rights, warrants or securities outstanding or any other arrangements, agreements or instruments that would eliminate or otherwise
diminish in any material respect the benefits intended to be afforded by this Rights Agreement to the holders of Rights upon consummation
of such transaction, (ii) prior to, simultaneously with or immediately after such Flip-over Transaction or Event, the stockholders
of the Person who constitutes, or would constitute, the Flip-over Entity shall have received a distribution of Rights previously owned
by such Person or any of its Affiliates or Associates or (iii) the form or nature of organization of the Flip-over Entity would preclude
or limit the exercisability of the Rights.


 


(c)            The
provisions of this ‎Section 3.02 shall apply to successive Flip-over Transactions or Events.


 






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Article 4

The Rights Agent


 


Section 4.01.     General.
(a) The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the express terms and conditions
hereof (and no implied terms or conditions), and the Rights Agent hereby accepts such appointment. The Company agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, to reimburse
its reasonable expenses, counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, delivery, amendment,
administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and
agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim,
demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel), that may be paid,
incurred or suffered by it without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as determined
by a final, non-appealable, judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the
Rights Agent arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Rights Agent pursuant
to this Agreement or in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including
the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights
hereunder. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of
this ‎Section 4.01 and ‎Section 4.03 below shall survive the termination of this Agreement, the exercise
or expiration of the Rights and the resignation, replacement or removal of the Rights Agent.





 


(b)            The
Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted
to be taken by it in connection with its acceptance and administration of this Agreement or the exercise and performance of its duties
hereunder in reliance upon any certificate for securities (or registration in the register of members of the Company or rights register)
purchasable upon exercise of Rights, Rights Certificate, certificate for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons,
or upon any written instructions or statements from the Company with respect to any matter relating to its acting as Rights Agent hereunder
without further inquiry or examination on its part, or otherwise upon the advice of counsel as set forth herein. The Rights Agent shall
not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall
be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received
such notice in writing.


 


Section 4.02.     Merger
or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the
Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the shareholder services business of the Rights
Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto, provided that such Person would be eligible for
appointment as a successor Rights Agent under the provisions of. In case at the time such successor Rights Agent succeeds to the
agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights
Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.


 


(b)            In
case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned;
and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights
Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force
provided in the Rights Certificates and in this Agreement.


 


Section 4.03.     Duties
of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Agreement (and no
implied duties or obligations) upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:








 


(a)            The
Rights Agent may consult with legal counsel selected by it (who may be legal counsel for the Rights Agent or the Company or an employee
of the Rights Agent), and the advice or opinion of such counsel will be full and complete authorization and protection to the Rights Agent
and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in the absence
of bad faith and in accordance with such advice or opinion.


 


(b)            Whenever
in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter
(including without limitation, the identity of an Acquiring Person and the determination of the current per share market price of
any security) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by a person believed by the Rights Agent to be the Chairman of the Board, Chief Executive
Officer or Chief Financial Officer of the Company and delivered to the Rights Agent; and such certificate will be full and complete
authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for any action taken, suffered or
omitted to be taken in the absence of bad faith by it under the provisions of this Agreement in reliance upon such
certificate. The Rights Agent shall have no duty to act without such a certificate signed by an officer of the Company as set forth
in the preceding sentence.


 


(c)            The
Rights Agent will be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith or willful misconduct
(each as determined by a final, non-appealable, judgment of a court of competent jurisdiction). Anything to the contrary notwithstanding,
in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever
(including, but not limited to, lost profits) under any provision of this Agreement, even if the Rights Agent has been advised of or has
foreseen the possibility or likelihood of such loss or damage. Any and all liability of the Rights Agent under this Agreement will be
limited to the amount of annual fees paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the event
for which recovery from the Rights Agent is being sought.


 






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(d)            The
Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the certificates,
if any, for securities purchasable upon exercise of Rights or the Rights Certificates (except its countersignature thereof) or be required
to verify the same, but all such statements and recitals are and will be deemed to have been made by the Company only.


 


(e)            The
Rights Agent will not have any liability for nor be under any responsibility in respect of the legality or validity of this Agreement
or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of
the validity or execution of any certificate, if any, for securities purchasable upon exercise of Rights or Rights Certificate (except
its countersignature thereof) or any modification or order of any court, tribunal, or governmental authority in connection with the foregoing;
nor will it be liable or responsible for any breach by the Company of any covenant or failure by the Company to satisfy any condition
contained in this Agreement or in any Rights Certificate; nor will it be liable or responsible for any change in the exercisability or
exchangeability of the Rights (including the Rights becoming null and void pursuant to ‎Section 3.01(b)) or any change
or adjustment in the terms of the Rights (including any adjustment required under the provisions of Sections ‎2.04, ‎3.01
or ‎3.02) or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment (except with respect to the exercise of Rights after receipt by the Rights Agent of the certificate
contemplated by ‎Section 2.04 describing any such adjustment, upon which the Rights Agent may rely); nor will it by
any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities purchasable
upon exercise of Rights or any Rights or as to whether any securities purchasable upon exercise of Rights will, when issued, be duly and
validly authorized, executed, issued and delivered and fully paid and nonassessable.





 


(f)            The
Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably be required or requested by the Rights Agent for the
carrying out or performing by the Rights Agent of the provisions of this Agreement, in the reasonable discretion of the Rights
Agent.


 


(g)            The
Rights Agent is hereby authorized and directed to accept advice or written instructions with respect to the performance of its duties
hereunder from any person believed by the Rights Agent to be the Chairman of the Board, Chief Executive Officer or Chief Financial Officer
of the Company, and to apply to such persons for advice or instructions in connection with its duties, and such advice or instructions
shall be full authorization and protection to the Rights Agent and the Rights Agent shall not be liable for or in respect of any action
taken, suffered or omitted to be taken by it in the absence of bad faith in accordance with instruction of any such person or for any
delay while acting or while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying upon the
most recent instructions received by any such person. In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder
or in any notice, instruction, direction, request or other communication, paper or document received by the Rights Agent hereunder, the
Rights Agent may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any
way to the Company or any other Person for refraining from taking such action, if the Rights Agent shall have notified the Company promptly
of such belief in writing, and unless the Rights Agent shall receive written instructions executed by a person authorized under this ‎Section 4.03(g),
which eliminates such ambiguity or uncertainty to the satisfaction of the Rights Agent.


 


(h)            The
Rights Agent and any stockholder, member, affiliate, director, officer, employee, agent, or representative of the Rights Agent may buy,
sell or deal in shares of the Company, Rights or other securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were
not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent or any such stockholder, member, affiliate, director,
officer, employee, agent or representative from acting in any other capacity for the Company or for any other Person.


 


(i)            The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through
directors, officers or employees) or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable
for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other Person
resulting from any such act, omission, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct in the
selection and continued employment thereof (each as determined by a final, non-appealable, judgment of a court of competent jurisdiction).








 


(j)            No
provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment of such
funds or adequate indemnification against such risk or liability is not assured to it. The Rights Agent shall not be required to
take any action or to follow any instruction of the Company that the Rights Agent has been advised of in writing by outside
counsel would cause the Rights Agent to take action that is illegal.


 


(k)            If,
with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form
of assignment or form of election to purchase, as the case may be, has not been properly completed or duly executed, the Rights Agent
shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company; provided,
however that the Rights Agent shall not be liable for any delays arising from the duties under this ‎Section 4.03(k).


 






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(l)            The
Rights Agent shall have no responsibility to the Company, any holders of Rights or any holders of shares of the Company for interest or
earnings on any moneys held by the Rights Agent pursuant to this Agreement.


 


(m)            The
Rights Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event
or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing of such event
or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent must,
in order to be effective, be received by the Rights Agent as specified in ‎Section 5.09, and in the absence of such
notice so delivered, the Rights Agent may conclusively assume no such event or condition exists.


 


(n)            Notwithstanding
anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from
acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions,
interruptions or malfunctions of computer facilities, or loss of data due to power failures or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war, or civil unrest.


 


Section 4.04.     Change
of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon at least 30 days’
notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company by registered or certified mail or
nationally recognized overnight courier and, in the event that the Rights Agent or one of its affiliates is not also the transfer
agent of the Company, to each transfer agent of shares of the Company known to the Rights Agent. In the event the transfer agency
relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned
automatically and be discharged from its duties as Rights Agent under this Agreement as of the effective date of such termination,
provided that if the Rights Agent is the party terminating such transfer agency relationship, its written notice of termination
shall specify that, effective as of such termination, it shall be deemed to have resigned and be discharged from its duties as
Rights Agent. If the Rights Agent is deemed to have resigned and is discharged from its duties as Rights Agent in connection with
the termination of the transfer agency relationship between the Company and the Rights Agent, the Company shall be responsible for
sending any required notice hereunder. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the
Rights Agent and to each transfer agent of the shares of the Company and to the holders of the Rights in accordance with ‎Section 5.09.
If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Company will appoint a successor
to the Rights Agent. If the Company fails to make such appointment within a period of 30 days after such removal or the
effectiveness of such resignation or after it has been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights
Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Rights may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a Person (other than a natural person) organized and doing business under the laws of
the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of
the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and
which, when combined with its affiliates, has at the time of its appointment as Rights Agent a combined capital and surplus of at
least US$50,000,000 or (b) an Affiliate of a Person described in clause ‎(a) of this sentence. After
appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the foregoing purpose, but the predecessor Rights Agent shall not be required to make any additional
expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such
appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the shares
of the Company, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this ‎Section 4.04,
however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.





 






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Article 5

Miscellaneous


 


Section 5.01.     Redemption.
(a) The Board may, at its option, at any time prior to the Flip-In Date, elect to redeem all (but not less than all) the then outstanding
Rights at the Redemption Price and the Company, at its option, may pay the Redemption Price either in cash or the Class A Ordinary
Shares or other securities of the Company deemed by the Board, in the exercise of its sole discretion, to be at least equivalent in value
to the Redemption Price.





 


(b)            Immediately
upon the action of the Board electing to redeem the Rights (or, if the resolution of the Board electing to redeem the Rights states
that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such
future time or event), without any further action and without any notice, the right to exercise the Rights will terminate and
each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price in cash or
securities, as determined by the Board. Promptly after the Rights are redeemed, the Company shall give notice of such redemption to
the Rights Agent and the holders of the then outstanding Rights by mailing such notice in accordance with ‎Section 5.09.


 


Section 5.02.     Expiration.
The Rights and this Agreement shall expire at the Expiration Time and no Person shall have any rights pursuant to this Agreement or any
Right after the Expiration Time, except, if the Rights have been exchanged or redeemed, as provided in Sections ‎3.01 or
‎5.01, respectively.


 


Section 5.03.     Issuance
of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment
or change in the number or kind or class of shares purchasable upon exercise of Rights made in accordance with the provisions of this
Agreement. In addition, in connection with the issuance or sale of Shares by the Company following the Separation Time and prior to the
Expiration Time pursuant to the terms of securities convertible or redeemable into Shares or to options, warrants or other rights (other
than any securities issued or issuable in connection with the exercise or exchange of Rights), in each case issued or granted prior to,
and outstanding at, the Separation Time, the Company shall issue to the holders of such Shares, Rights Certificates representing the appropriate
number of Rights in connection with the issuance or sale of such Shares; provided, however, in each case, (i) no such Rights Certificate
shall be issued, if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or to the Person to whom such Rights Certificates would be issued, (ii) no such
Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance
thereof and (iii) the Company shall have no obligation to distribute Rights Certificates to any Acquiring Person or Affiliate or
Associate of an Acquiring Person or any transferee of any of the foregoing.


 


Section 5.04.     Supplements
and Amendments. The Company, with the approval or at the direction of the Board, and the Rights Agent may from time to time supplement
or amend this Agreement without the approval of any holders of Rights (i) prior to the Flip-In Date, in any respect and (ii) on
or after the Flip-in Date, to make any changes that the Company may deem necessary or desirable (x) that shall not materially adversely
affect the interests of the holders of Rights generally (other than the Acquiring Person or any Affiliate or Associate thereof), (y) in
order to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with any other provisions
herein or otherwise defective or (z) in order to satisfy any applicable law, rule or regulation, including any Trading Regulation
on any applicable exchange so as to allow trading of the Company’s securities thereon. The Rights Agent will duly execute and deliver
any supplement or amendment hereto requested by the Company in writing, provided, that the Company has delivered to the Rights Agent a
certificate from an appropriate officer of the Company that states that the proposed supplement or amendment complies with the terms of
this Agreement. Rights Agent agrees that time is of the essence in connection with any supplement or amendment that it is directed to
execute.


 









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Notwithstanding anything contained in this Agreement
to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s
own rights, duties, obligations or immunities under this Agreement.


 


Section 5.05.     Fractional
Shares. If the Company elects not to issue certificates representing (or register in the register of members of the Company) fractional
shares upon exercise, redemption or exchange of Rights, the Company shall, in lieu thereof, in the sole discretion of the Board, either
(a) evidence such fractional shares by depositary receipts issued pursuant to an appropriate agreement between the Company and a
depositary selected by it, providing that each holder of a depositary receipt shall have all of the rights, privileges and preferences
to which such holder would be entitled as a beneficial owner of such fractional share, or (b) pay to the registered holder of such
Rights the appropriate fraction of the Market Price per share in cash. Whenever a payment for fractional shares is to be made by the Rights
Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the
facts related to such payments and the prices and/or formulas utilized in calculating such payments and (ii) provide sufficient monies
to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon
such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for, fractional shares
under any Section of this Agreement relating to the payment of fractional shares unless and until the Rights Agent shall have received
such a certificate and sufficient monies.


 


Section 5.06.     Rights
of Action. Subject to the terms of this Agreement (including Sections ‎3.01(b), ‎5.10 and ‎5.13),
rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, the Board or the Company,
are vested in the respective holders of the Rights; and any holder of any Rights, without the consent of the Rights Agent or of the holder
of any other Rights, may, on such holder’s own behalf and for such holder’s own benefit and the benefit of other holders of
Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder’s right to exercise such holder’s Rights in the manner provided in such holder’s Rights Certificate
and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or threatened violations of, the obligations of any Person
subject to this Agreement.


 


Section 5.07.     Holder
of Rights Not Deemed a Shareholder. No holder, as such, of any Rights shall be entitled to vote, receive dividends or be deemed
for any purpose the holder of shares or any other securities that may at any time be issuable on the exercise of such Rights, nor
shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights, as such, any of
the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in ‎Section 5.08), or to receive dividends or
subscription rights, or otherwise, until such Rights shall have been exercised or exchanged in accordance with the provisions
hereof.


 






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Section 5.08.     Notice
of Proposed Actions. In case the Company shall propose at or after the Separation Time and prior to the Expiration Time (i) to
effect or permit a Flip-over Transaction or Event or (ii) to effect the liquidation, dissolution or winding up of the Company, then,
in each such case, the Company shall give to the Rights Agent and to each holder of a Right, in accordance with ‎Section 5.09,
written notice of such proposed action, which shall specify the date on which such Flip-over Transaction or Event, liquidation, dissolution,
or winding up is to take place, and such notice shall be so given at least 20 Business Days prior to the date of the taking of such proposed
action.


 


Section 5.09.     Notices.
Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the holder of any Rights to
or on the Company shall be in writing and shall be sufficiently given or made if delivered personally, by email (which is confirmed) or
sent by nationally recognized overnight courier or first-class mail, postage prepaid, addressed (providing proof of delivery) (until another
address is filed in writing with the Rights Agent) as follows:


 


Luckin Coffee Inc.

28th Floor, Building T3, Haixi Jingu Plaza

1-3 Taibei Road

Siming District, Xiamen City, Fujian

People’s Republic of China, 361008


Attention: Reinout Schakel


Email: reinout.schakel@luckincoffee.com


 


Any notice or demand authorized or required by this Agreement to be
given or made by the Company or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered
personally, by email (which is confirmed) or sent by nationally recognized overnight courier or first-class mail, postage prepaid, addressed
(providing proof of delivery) (until another address is filed in writing with the Company) as follows:


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219

Attention: Head of Relationship Management

Email: mnespoli@astfinancial.com


 


Notices or demands authorized or required by this Agreement to be
given or made by the Company or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered
or sent by nationally recognized overnight courier or by first-class mail, postage prepaid, addressed to such holder at the address
of such holder as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of
the transfer agent for the Shares. Any notice that is sent in the manner herein provided shall be deemed given, whether or not the
holder receives the notice.


 






    22


     


    

 


Section 5.10.     Suspension
of Exercisability or Exchangeability. To the extent that the Board determines in good faith that some action will or need be taken
pursuant to, or in order to properly give effect to, Sections‎ 2.03, ‎3.01 or ‎4.04 or to comply
with federal or state securities laws or applicable Trading Regulations, the Company may suspend the exercisability or exchangeability
of the Rights for a reasonable period sufficient to allow it to take such action or comply with such laws or Trading Regulations. In the
event of any such suspension, the Company shall issue as promptly as practicable a public announcement (with prompt written notice to
the Rights Agent) stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant
to ‎Section 5.09 shall not be required. Upon such suspension, any rights of action vested in a holder of Rights shall
be similarly suspended.


 


Failure to give a notice pursuant to the provisions
of this Agreement shall not affect the validity of any action taken hereunder.


 


Section 5.11.     Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.


 


Section 5.12.     Benefits
of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company (including the Board),
the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement and this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the holders of the Rights.


 


Section 5.13.     Determination
and Actions by the Board, etc. The Board (or any duly authorized committee thereof) shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or
as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to
(i) interpret the provisions of this Agreement and (ii) make all determinations and calculations deemed necessary or
advisable for the administration or implementation of this Agreement, without limitation, including the right to determine the
identity of any Acquiring Person or the Rights to be null and void pursuant to ‎Section 3.01, after taking into
account the purpose of this Agreement and the Company’s interest in maintaining an orderly trading market in the outstanding
Shares; provided, however, that nothing in this ‎Section 5.13 shall give the Board the right to modify the Rights
Agent’s rights, duties, obligations or immunities under this Agreement without the written consent of the Rights Agent. All
such actions, interpretations, calculations and determinations done or made by the Board (including by a committee of the Board to
the extent permitted by applicable law) shall, in the absence of manifest error, be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights and all other Persons. The Rights Agent shall always be entitled to assume that
the Board acted in good faith and the Rights Agent shall be fully protected and shall incur no liability in reliance thereon.
References to any rights, obligations, powers or actions in this Agreement as being rights, obligations, powers or actions of the
 “Board” must be interpreted as references to rights, obligations, powers or actions of the Company to be exercised by
the Board on behalf of the Company.


 






    23


     


    

 


Section 5.14.     Descriptive
Headings; Section References. Descriptive headings appear herein for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof. Where a reference in this Agreement is made to a Section, such reference shall be to
a Section of this Agreement unless otherwise indicated.


 


Section 5.15.     GOVERNING
LAW; EXCLUSIVE JURISDICTION.


 


(a)            THIS
AGREEMENT, EACH RIGHT AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED
INTO, MADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS
OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.


 


(b)            (i) THE
PARTIES AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE,
OR, IF SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OVER ANY
SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. The Parties and each holder of Rights acknowledge that the forum
designated by this paragraph ‎(b) has a reasonable relation to this Agreement, and to such Persons’ relationship
with one another.


 


(ii)            The
Parties and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter
have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in paragraph
‎(b)(i). The Parties and each holder of Rights undertake not to commence any action subject to this Agreement in any
forum other than the forum described in this paragraph ‎(b). The Parties and each holder of Rights agree that, to
the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action, or proceeding brought in
any such court shall be conclusive and binding upon such Persons.


 


Section 5.16.     Counterparts.
This Agreement may be executed in any number of counterparts (including by facsimile, PDF or other electronic means) and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument.


 






    24


     


    

 


Section 5.17.     Severability.
If any term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid
or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision
to circumstances other than those as to which it is held invalid or unenforceable; provided, that if any such excluded term or provision
shall adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign
immediately.


 


Section 5.18.     Withholding.
In the event that the Company, the Rights Agent or their agents determine that they are obligated to withhold or deduct any tax or other
charge under any applicable law on actual or deemed payments or distributions hereunder to a holder of the Rights, Shares or other cash,
securities or other property, the Company, the Rights Agent or their agents shall be entitled, but not obligated, to (i) deduct and
withhold such amount by withholding a portion or all of the cash, securities or other property otherwise deliverable or by otherwise using
any property (including, without limitation, Rights, Shares or cash) that is owned by such holder, or (ii) in lieu of such withholding,
require any holder to make a payment to the Company, the Rights Agent or their agents, in each case in such amounts as they deem necessary
to meet their withholding obligations, and in the case of ‎(i) above, shall also be entitled, but not obligated, to
sell all or a portion of such withheld securities or other property by public or private sale in such amounts and in such manner as they
deem necessary and practicable to pay such taxes and charges.


 






    25


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	LUCKIN COFFEE INC.
	 	 
	 	By:	/s/ Reinout Hendrik Schakel
	 	 	Name:	Reinout Hendrik Schakel
	 	 	Title:	Chief Financial Officer and Chief Strategy Officer


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 
	 	By:	/s/ Michael A. Nespoli
	 	 	Name:	Michael A. Nespoli
	 	 	Title:	Executive Director, Relationship Management



 






     


     


    

 


EXHIBIT A


 


FORM OF CLASS [A]/[B] RIGHTS CERTIFICATE


 


	Certificate
No.	_____________Rights



 


NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS SUCH TERM IS DEFINED
IN THE RIGHTS AGREEMENT). THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH
IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) BY “ACQUIRING PERSONS”
OR “AFFILIATES” OR “ASSOCIATES” THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF
ANY OF THE FOREGOING WILL BE VOID.


 


CLASS [A]/[B] RIGHTS CERTIFICATE


 


LUCKIN COFFEE INC.


 


This
certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered
holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 14, 2021 (as amended
from time to time, the “Rights Agreement”), between Luckin Coffee Inc., a Cayman Islands exempted company (the “Company”),
and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights
Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company at any
time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such term is defined
in the Rights Agreement), one Class [A]/[B] Ordinary Share (as defined in, and subject to adjustment as provided in, the Rights Agreement),
at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to
Exercise duly executed at the office of the Rights Agent designated for such purpose. The Exercise Price shall initially be US$5.50
per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement.


 


Any Rights that are Beneficially Owned on the Share
Acquisition Date (as such term is defined in the Rights Agreement) by an Acquiring Person or an Affiliate or Associate thereof shall become
null and void and any holder of such Rights (including transferees, whether direct or indirect, of any such persons) shall thereafter
have no right to exercise or transfer such Rights under any provision of the Rights Agreement.


 


In certain circumstances described in the Rights
Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase securities of an entity other than the Company
as provided in the Rights Agreement.


  






    A-1


     


    

 


This Rights Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference
and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the
Rights Agreement are on file at the principal office of the Company and are available without cost upon written request.


 


This Rights Certificate, with or without other
Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced
by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder
shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights
not exercised.


 


Subject to the provisions of the Rights Agreement,
each Right evidenced by this Certificate may be (a) redeemed by the Company under certain circumstances, at its option, at a redemption
price of US$0.001 per Right or (b) exchanged by the Company under certain circumstances, at its option, for two Class [A]/[B]
Ordinary Shares per Right (or, in certain cases, other securities or assets of the Company), subject in each case to adjustment in certain
events as provided in the Rights Agreement.


 


No holder of this Rights Certificate, as such,
shall be entitled to vote or receive dividends or be deemed for any purpose the holder of any securities which may at any time be issuable
on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof,
as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been exercised or exchanged as provided in the Rights Agreement.


 


This Rights Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the Rights Agent.


 






    A-2


     


    

 


WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.


 


Date: _________________


 


	ATTEST:	 	LUCKIN COFFEE INC.
	 	 	 
	 	 	By:	/     
	 	 	 


 


Countersigned:


 


	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC	 
	 	 
	By:	 	 
	 	Authorized Signature	 



 






    A-3


     


    

 


[Form of Reverse Side of Rights Certificate]


 


FORM OF
ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer this Rights Certificate.)


 


	FOR VALUE RECEIVED ____________________________hereby sells, assigns
and transfers
	unto	                                           
	(Please print name
	 
	and address of transferee)


 


this Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________ as attorney in fact, to transfer the within Rights Certificate
on the books of the within-named Company, with full power of substitution.


 


	Dated: ____________, ________	 
	Signature Medallion Guaranteed:	 
	 	Signature


 


(Signature must correspond to name as written upon
the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)


 


Signatures must be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion
program in the United States), pursuant to the Exchange Act Rule 17Ad-15. A notary is not sufficient.


 


The undersigned hereby represents, for the benefit
of all holders of Rights and Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned,
have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).


 


	 	 
	 	 
	 	Signature



 






    A-4


     


    

 



 


NOTICE


 


In the event the certification set forth above
is not properly completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced
by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable
or exercisable.


 






    A-5


     


    

 


[To be attached to each Rights Certificate]


 


FORM OF
ELECTION TO EXERCISE

(To be executed if holder desires to exercise the Rights Certificate.)


 


TO:     LUCKIN
COFFEE INC.


 


The undersigned hereby irrevocably elects to exercise
whole __________ Rights represented by the attached Rights Certificate to purchase the Class [A]/[B] Ordinary Shares issuable upon
the exercise of such Rights and requests that certificates for such shares be issued in the name of:


 


	 	 
	

                                                           

                                                          Address:
	 
	 	 
	 	 
	 	 
	 

                                                          

                                                           Social Security or Other Taxpayer Identification Number:
	 
	 	 


 


If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered
to:


 


	 	 
	 	 
	Address:	 
	 	 
	 	 
	 	 
	 	 
	Social Security or Other Taxpayer Identification Number:	 
	 	 





Signatures must be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion
program in the United States), pursuant to the Exchange Act Rule 17Ad-15. A notary is not sufficient.


 






    A-6


     


    

 


	Dated: ____________, ________	 
	Signature Medallion Guaranteed:	 
	 	Signature

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)


 


(To be completed if true)


 


The undersigned hereby represents, for the benefit
of all holders of Rights and Shares, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).


 


	 	 
	 	Signature


 


NOTICE


 


In the event the certification set forth above
is not properly completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced
by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable
or exercisable.


 






    A-7


     


    

 


IN
WITNESS WHEREOF, the undersigned have signed and attested this certificate on the _____ day of ______, _______.


 


	 	 
	 	 


 


	ATTEST:	 
	 	 
	 	 


 






    A-8