Exhibit 10.10
SERIES F PREFERRED SHARES PURCHASE AGREEMENT
This SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on May 29, 2021 by and between (i) Kairos Manford Private Equity Fund I LP, a limited partnership formed and validly existing under the law of the British Virgin Islands (the “New Investor”), (ii) Missfresh Limited, a company incorporated and validly existing under the laws of Cayman Islands (the “Company”), and (iii) the entities as set forth on Schedule A (the “Other Group Companies”, together with the Company and each direct and indirect Subsidiary of any of the foregoing, and “Group Companies” or “Group” refers to all of the Group Companies collectively).
Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS, the Company and certain other parties named therein has entered into certain Series F Preferred Shares Purchase Agreement dated as of December 9, 2020 (the “Original Purchase Agreement”), which is attached as Exhibit C hereto.
WHEREAS, the New Investor wishes to invest in the Company by subscribing the Subscribed Shares (as defined below) to be issued by the Company pursuant to same terms, provisions and conditions contained in the Original Purchase Agreement, unless otherwise agreed and amended herein. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Original Purchase Agreement.
| | 1. | Subject to the terms and conditions of this Agreement, at the Closing, the New Investor agrees to subscribe for and purchase, and the Company agrees to issue and sell to the New Investor, 14,222,593 Series F Preferred Shares (the “Subscribed Shares”) with an aggregated purchase price of USD75,000,000 (the “Subscription of Shares”). |
| | 2. | The Section 2 (Purchase and Sale of Shares) (excluding Section 2.1 (Agreement to Purchase and Sale)), Section 4 (Representations and Warranties of the Investor), Section 5 (Conditions of the Investor’s Obligations at the Closing) (excluding Sections 5(e) (Memorandum and Articles), 5(i) (Opinions of Counsel), and 5(j) (ODI Registration and Approvals)), Section 6 (Conditions of the Company’s Obligations at Closing) (excluding Section 6.4 (ODI Registration and Approvals)), Section 7 (Covenants; Miscellaneous) (excluding Section 7.12 (Fees and Expenses)) of the Original Purchase Agreement, together with the exhibits and schedules therein (excluding Table B (Capitalization Table) of Schedule I of the Original Purchase Agreement), shall apply mutatis mutandis to this Agreement, provided in such Sections above, (i) all references to “Closing” shall be deemed to be references to the closing of the New Investor’s purchase of the Subscribed Shares pursuant to this Agreement, (ii) all references to “Investor” shall be deemed to be references to the New Investor, and (iii) the condition with respect to the good standing certificate of the Company under Section 5(h) (Closing Certificate) of the Original Purchase Agreement, shall be deemed fulfilled and satisfied upon delivery by the Company to the New Investor of a good standing certificate with respect to the Company from the registrar of companies of Cayman Islands issued on May 21, 2021 (which shall be attached to the closing certificate pursuant to Section 5(h) (Closing Certificate) of the Original Purchase Agreement) instead of the date no ealier than ten (10) Business Days before the closing of Subscription of Shares hereunder. |
| | 3. | The Section 3 (Representations and Warranties of the Warrantors) of the Original Purchase Agreement, shall apply mutatis mutandis to this Agreement, provided in such Section 3, all references to “Investor” shall be deemed to be references to the New Investor. |
