TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND INTERPRETATION		2
Section 1.1	Definitions	2
Section 1.2	Terms Defined Elsewhere in this Agreement	12
Section 1.3	Interpretation	13

ARTICLE II STANDSTILL ARRANGEMENTS		14
Section 2.1	Standstill	14
Section 2.2	Interest	14
Section 2.3	Acknowledgment of Existing Defaults	14

ARTICLE III REFINANCING		14
Section 3.1	Note Exchange; Release of Claims	14
Section 3.2	Obligation to effect the Refinancing	14

ARTICLE IV REFINANCING CONDITIONS		14
Section 4.1	Conditions to the Refinancing	14
Section 4.2	Exchange of the Notes at Closing	16

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS		17
Section 5.1	Organization, Good Standing and Qualification	17
Section 5.2	Authorization	17
Section 5.3	First Ranking Security Interest	17
Section 5.4	Consents; No Conflict	18
Section 5.5	Compliance with Laws	18
Section 5.6	Bankruptcy; Insolvency	19
Section 5.7	Transactions With Affiliates	19
Section 5.8	Capitalization	19
Section 5.9	Title to Assets	20
Section 5.10	Indebtedness; Undisclosed Liabilities	21
Section 5.11	SEC Matters	21
Section 5.12	Financial Statements	21
Section 5.13	Internal Control and Procedures	22
Section 5.14	Absence of Changes	22
Section 5.15	Contracts	23
Section 5.16	Litigation	23
Section 5.17	Intellectual Property	23
Section 5.18	Employment Matters.	23
Section 5.19	Subsidiary Rights	24


Section 5.20	Tax Status	24
Section 5.21	Tax Election	24
Section 5.22	Transfer Taxes	24
Section 5.23	VIE Entities	24
Section 5.24	Disclosure	25
Section 5.25	Repeating Representations and Warranties	25

ARTICLE VI UNDERTAKINGS OF THE WARRANTORS		25
Section 6.1	Obligations of the Group Companies	25
Section 6.2	Continuing Obligations of the Group Companies	25
Section 6.3	Continuing Obligations of the Group Companies	28

ARTICLE VII RIGHTS OF THE HOLDER		28
Section 7.1	Board Representation	28

ARTICLE VIII TERMINATION		29
Section 8.1	Termination Events	29
Section 8.2	Termination by the Issuer	29
Section 8.3	Effect of Termination	30

ARTICLE IX COVENANTS; MISCELLANEOUS		30
Section 9.1	Successors and Assigns; Third Party Beneficiaries	30
Section 9.2	Governing Law	30
Section 9.3	Dispute Resolution	30
Section 9.4	Maintenance of Address of Service	31
Section 9.5	Notices	31
Section 9.6	Cumulative Rights; Exclusive Remedy	31
Section 9.7	Reservation of Rights	31
Section 9.8	Fees and Expenses	32
Section 9.9	Confidentiality	32
Section 9.10	Severability	33
Section 9.11	Amendments and Waivers	33
Section 9.12	Delays or Omissions	33
Section 9.13	No Presumption	34
Section 9.14	Counterparts	34
Section 9.15	Entire Agreement	34
Section 9.16	No Fiduciary Duty	34
Section 9.17	Effectiveness and Validity	34

SCHEDULE 1GROUP COMPANIES
SCHEDULE 2DESCRIPTION OF GUARANTEES AND COLLATERAL
SCHEDULE 3GROUP STRUCTURE
SCHEDULE 4NOTICE INFORMATION

REFINANCING AGREEMENT

THIS REFINANCING AGREEMENT (this “Agreement”) is made and entered into on March 4, 2022 by and among (i) Secoo Holding Limited, an exempted limited Liability company organized under the Laws of the Cayman Islands (the “Issuer”), (ii) Siku Holding Limited, a business company incorporated under the Laws of the British Virgin Islands (the “Controlling Shareholder”), (iii) each of the entities set out in Schedule 1, and (iv) Great World Lux Pte. Ltd, a private company limited by shares organized under the Laws of the Republic of Singapore (the “Holder”).

Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS, pursuant to a convertible note and warrant subscription agreement dated July 9, 2018 (the “Original Note Purchase Agreement”) entered into between the Issuer and the Holder, the Issuer issued a convertible note dated August 8, 2018 in an aggregate principal amount of US$175,000,000 (the “Original Note”), together with a warrant entitling the Holder thereof to purchase certain ADSs of the Issuer (the “Warrant”). The Original Note was issued for a three-year term maturing on August 8, 2021 (the “Original Maturity Date”). The Warrant expired on August 8, 2021.

WHEREAS, the Issuer failed to redeem the Original Note on the Original Maturity Date and is in default of its obligations under the Original Note. On August 10, 2021, the Holder issued a statutory demand for payment under section 93 of the Companies Act (2021 Revision) of the Cayman Islands (the “Statutory Demand”).

WHEREAS, the Issuer wishes to refinance its obligations under the Original Note pursuant to and as contemplated under this Agreement (the “Refinancing”) through (among other things) the issuance of a two-year secured note as further set out in this Agreement. In consideration for the Holder agreeing to the refinancing of the obligations of the Issuer under the Original Note pursuant to this Agreement, the Group Companies have agreed to guarantee and grant certain Security Interests to secure, the obligations of the Issuer under the Refinancing Documents as further described in this Agreement.

WHEREAS, for the purposes of effecting the Refinancing, the Holder hereby agrees to a conditional standstill with respect to the Existing Defaults on the terms and subject to the conditions as set out in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

“Accounting Standards” means generally accepted accounting principles in the United States, applied on a consistent basis.

“Action” means any charge, claim, action, complaint, petition, investigation, appeal, suit, litigation, grievance, inquiry or other proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative, civil, regulatory or criminal, and whether at Law or in equity, or otherwise under any applicable Law.

“ADSs” means the American depositary shares of the Issuer, two of which represent one Class A Ordinary Share.

“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. In the case of the Holder, the term “Affiliate” also includes (i) any of the Holder’s general partners, (ii) the fund manager managing or advising the Holder (and general partners and officers thereof), (iii) trusts Controlled by or for the benefit of any such Person referred to in (i) or (ii), and (iv) any fund or holding company formed for investment purposes that is promoted, sponsored, managed, advised or serviced by the Holder and in the case of the Controlling Shareholder, the term “Affiliate” also includes the Founder and his Affiliates. “Affiliate” of a Person who is an individual shall also include such Person’s spouse or any person cohabiting as a spouse, child, parent, brother, sister, in-law, grandchild, grandparent, uncle, aunt, nephew or niece.

“Board” means the board of directors of the Issuer.

“Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by Law to be closed in the Cayman Islands, the British Virgin Islands, Hong Kong, New York, the PRC or Singapore.

“Charter Documents” means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, statutory registers, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

“Claim” means any claim or right which the Holder is or may in any circumstances become entitled to bring or enforce against the Issuer arising under the Original Note Documents.

“Class A Ordinary Shares” means the Class A Ordinary Shares of par value US$0.001 each in the capital of the Issuer.

“Class B Ordinary Shares” means the Class B Ordinary Shares of par value US$0.001 each in the capital of the Issuer.

“Collateral” means all assets, rights or property in or over which the Holder is granted Security Interests under the Security Documents as security for the Secured Obligations, a summary description of which is set out in Schedule 2.

“Consent” means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority.

“Contract” means any contract, agreement, understanding, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.

“Control” including the terms “Controlled by” and “under common Control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person or securities that represent a majority of the outstanding voting securities of such Person.

“Control Documents” means (i) the following Contracts, collectively, as may be amended or restated from time to time with respect to the VIE Trading Entity: (A) the exclusive business cooperation agreement (独家业务合作协议) dated May 24, 2011 entered into by and between the WFOE and the VIE Trading Entity, as amended on March 26, 2015, (B) the exclusive option agreements (独家购买权合同) dated May 24, 2011 by and among the WFOE, the VIE Trading Entity and each shareholder of the VIE Trading Entity, (C) the share pledge agreement (股权质押合同) dated May 24, 2011 entered into by and among the WFOE, the VIE Trading Entity and the shareholders of the VIE Trading Entity, as renewed on May 8, 2017, (D) the powers of attorney (授权委托协议) executed by each shareholder of the VIE Trading Entity in favour of the WFOE and (E) the exclusive intellectual property purchase agreement (知识产权独家认购合同) dated May 24, 2011 entered into by and between the WFOE and the VIE Trading Entity; and (ii) the following Contracts, collectively, as may be amended or restated from time to time with respect to the VIE Auction Entity: (A) the exclusive business cooperation agreement (独家业务合作协议) dated September 15, 2014 entered into by and between the WFOE and the VIE Auction Entity, as amended on March 26, 2015, (B) the exclusive option agreements (独家购买权协议) dated September 15, 2014 by and among the WFOE, the VIE Auction Entity and each shareholder of the VIE Auction Entity, (C) the equity interest pledge agreements (股权质押协议) dated September 15, 2014 entered into by and among the WFOE, the VIE Auction Entity and each shareholder of the VIE Auction Entity, (D) the powers of attorney (授权委托书) executed by each shareholder of the VIE Auction Entity in favour of the WFOE and (E) the loan agreements dated

September 15, 2014 entered into by and between the WFOE and each shareholder of the VIE Auction Entity.

“Debt Action” means any liquidation, bankruptcy, bankruptcy protection, insolvency, conservatorship, distress, creditor compromises, schemes of arrangement or other debt claims, creditor process, assignment for the benefit of creditors, moratoriums, rearrangements, receiverships, reorganization or any other analogous and similar proceedings under debtor relief Laws of any applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Defaulted Amount” means US$203,212,565, being the Maturity Repurchase Price (as such term is defined in the Original Note) payable by the Issuer for the redemption of the Original Note on the Original Maturity Date in accordance with the terms thereof.

“Default Interest Rate” means the rate of 12 per cent. per annum, compounded monthly on the basis of a 360-day calendar year.

“Effect” means any change, effect, development, circumstance, condition, state of facts, event or occurrence.

“Employee Benefit Plan” means any written plan, program, policy, Contract or other arrangement providing for severance, termination pay, deferred compensation, performance awards, share or share-related awards, housing funds, insurance arrangements, fringe benefits, perquisites, superannuation funds retirement benefits, pension schemes or other employee benefits, that is maintained, contributed to or required to be contributed to by the Issuer or any of its Subsidiaries for the benefit of any current or former employee, director, officer or independent contractor of the Issuer or any of its Subsidiaries, or with respect to which the Issuer or any of its Subsidiaries has or would reasonably expect to have any Liability or obligation, other than, in each case, one that is sponsored and maintained by a Governmental Authority.

“Encumbrance” means any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, conditional sales agreement, encumbrance, preemptive right, right of first refusal or restriction, whether voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the future.

“Equity Pledge” means the Onshore Share Pledge or Offshore Share Pledge (as the case may be).

“Equity Securities” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Existing Defaults” means each of the existing breaches by the Issuer of its obligations under the Original Note Documents that constitute events of default under section 2.4 of the Original Note, including sections 2.4(a), 2.4(b) and 2.4(e) of the Original Note, but excludes all breaches of the Original Note Documents occurring on or after the date of this Agreement.

“Existing Pre-Restructuring Indebtedness” means the bank borrowings of the Issuer and its Subsidiaries on and as of the date hereof as disclosed in Schedule 5 thereof.

“Founder” means Mr. Li Rixue, a PRC national.

“Fundamental Warranties” means the representations and warranties of the Warrantors set out in Sections 5.1, 5.2, 5.3, 5.4 and 5.8.

“General Enforceability Exceptions” means collectively, (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect; and (b) the availability of equitable remedies.

“Governmental Authority” means any federal, national, foreign, supranational, state, provincial, local, municipal or other political subdivision or other government, governmental, regulatory or administrative authority, agency, board, bureau, department, instrumentality or commission or any court, tribunal, judicial or arbitral body of competent jurisdiction or stock exchange.

“Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, ordinance, Consent, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Group” means the Issuer and its Subsidiaries from time to time established but excludes any Permitted JV Entities and “Group Company” has a correlative meaning.

“Guarantees” means the Onshore Guarantees and the Offshore Guarantees.

“Guarantors” means each of (a) the Subsidiaries of the Issuer; and (b) any other Subsidiary of the Issuer incorporated from time to time that executes a Guarantee in accordance with the terms of the New Note (excluding for such purposes the Permitted JV Entities), and their respective successors and assigns, in each case.

“Hong Kong” means the Hong Kong Special Administrative Region.

“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services, excluding trade payables, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under currency, interest rate or other swaps, and all hedging and other obligations of such Person under other similar derivative instruments (without duplication of other indebtedness hedged thereby to the extent that such derivative instruments do not represent additional value at risk), (e) all indebtedness created or arising under any conditional sale or other title retention

agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all obligations of such Person as lessee under leases that have been or should be, in accordance with the Accounting Standards, recorded as capital leases, (g) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities, (h) all Indebtedness of other Persons referred to in clauses (a) through (g) above guaranteed directly or indirectly in any manner by such Person, and (i) all Indebtedness referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any liens on property (including accounts and Contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, in each case, determined in accordance with the Accounting Standards and including any interests, fees, premiums, prepayment penalties and other expenses (including breakage costs) owed by such Person with respect to any such indebtedness or obligations.

“Interim Restructuring Interest Rate” means the rate of nine per cent. per annum, compounded monthly on the basis of a 360-day calendar year.

“Investor Rights Agreement” means the investor rights agreement dated August 8, 2018 and executed by and between the Issuer and the Holder.

“Issuer SEC Documents” means all registration statements, proxy statements and other statements, reports, schedules, forms and other documents required to be filed or furnished by the Issuer with the SEC pursuant to the Exchange Act and the Securities Act and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, in each case, filed or furnished with the SEC prior to the date hereof.

“Law” or “Laws” means any statute, law, ordinance, regulation, rule, code, order, judgment, writ, injunction, decree or requirement of law (including common law) enacted, issued, promulgated, enforced or entered by a Governmental Authority.

“Liabilities” means, with respect to any Person, all liabilities, obligations and commitments of such Person of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due.

“Long-Stop Date” means the date falling four weeks after the execution of this Agreement, as may be extended by the Holder in the exercise of its absolute discretion.

“Material Adverse Effect” means any Effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the assets, properties, liabilities, financial condition, business or results of operations of the Group, taken as a whole; provided that no Effect to the extent resulting or arising from the following, either alone or in combination, shall be deemed to constitute a Material Adverse Effect or shall be taken into account when determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: (a) conditions (or changes therein) that are the result of factors generally affecting any industry or industries in which the Group operates; (b) general economic, political and/or regulatory conditions (or changes therein), including any changes affecting financial, credit

or capital market conditions, including changes in interest or exchange rates; (c) any change in the Accounting Standards or interpretation thereof; (d) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, or other change in any applicable Law of or by any Governmental Authority; (e) any action taken at the written request or with the written consent of the Holder; (f) decline in the price or trading volume of the ADSs (it being understood that the facts or occurrences giving rise or contributing to such decline that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account); (g) any failure by the Issuer to meet any internal or published projections, estimates or expectations of the Issuer’s revenue, earnings or other financial performance or results of operations for any period (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account) and (h) Effects arising out of changes in geopolitical conditions, acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, earthquakes, pandemics (including without limitation COVID-19 and its variants), tornados, hurricanes, or other weather conditions or natural calamities or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of this Agreement; provided that if any Effect described in clauses (a), (b), (c), (d), and (h) has had a materially disproportionate adverse impact on the Group relative to other companies of comparable size to the Group operating in the industry or industries in which the Group operates, then the incremental impact of such event shall be taken into account for the purpose of determining whether a Material Adverse Effect has occurred.

“Material Subsidiary” means, at any relevant date of determination, the VIE Trading Entity, Hong Kong Secoo Investment Group Limited, Shanghai Secoo E-commerce Co., Ltd (上海寺库电子商务有限公司), Yichun Secoo E-Commerce Co., Ltd. (宜春寺库电子商务有限公司) and any other Subsidiary of the Issuer that has total assets of at least RMB1 billion.

“New Note” means a two-year guaranteed secured note for an aggregate principal amount equal to the Refinanced Amount, to be issued by the Issuer to the Holder pursuant to the Refinancing in the agreed form set out in Exhibit 1 hereto.

“New Note Documents” means the New Note and the Security Documents, and any other documents and agreements executed and delivered in connection therewith.

“Offshore Guarantee” means the guarantee of each of the Offshore Guarantors, to be executed in the agreed form set out in Exhibit 2 hereto.

“Offshore Guarantors” means each Guarantor that is incorporated or otherwise domiciled in a jurisdiction outside the PRC.

“Offshore Share Pledges” means, with respect to each Permitted JV Entity that is incorporated in a jurisdiction other than the PRC, a share charge creating a first ranking (or analogous) Security Interest over the Equity Securities of such Permitted JV Entity in the agreed form set out in Exhibit 6 hereto or, if the relevant Permitted JV Entity is incorporated in a jurisdiction other than Hong Kong, in such other form satisfactory to the Holder where the only substantive changes from the aforementioned agreed form are to reflect the requirements of the laws of the relevant jurisdiction where the relevant Permitted JV Entity is incorporated.

“Onshore Guarantee” means the guarantee of each of the Onshore Guarantors, to be executed in the agreed form set out in Exhibit 3 hereto.

“Onshore Guarantors” means each Guarantor that is incorporated or domiciled in the PRC.

“Onshore Share Pledges” means, with respect to each Permitted JV Entity that is incorporated in the PRC, the equity interest pledge agreements (股权质押协议) over the Equity Securities of each Permitted JV Entity creating a first ranking Security Interest over such Equity Securities in the agreed form set out in Exhibit 5 hereto.

“Ordinary Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares, as applicable.

“Original Note Documents” means the Original Note Purchase Agreement by and between the Issuer and the Holder, the Original Note, the Warrant, the Investor Rights Agreement and any other document entered into between the Issuer and the Holder relating to the issuance of the Original Note.

“Payment Contracts” means any Contracts with payment services providers and processing agencies or any other financial services provider or institution (including for such purposes, any acquiring bank, issuing bank, card network, credit card processor, independent sales organization, integrated software vendors, e-wallet providers or mobile payment gateways) that collects sales proceeds and in turn pays and remits such collected proceeds to the bank accounts of the Group Companies.

“Permitted JV Asset Transfers” means any investment or asset transfer by a Group Company in or to a Permitted JV Entity in accordance with the terms and subject to the conditions to be set out in the definitive New Note.

“Permitted JV Entity” means any joint venture entity (i) that is established to carry out a strategic joint venture between the Issuer or any of its Subsidiaries with a reputable strategic investor (but excluding for such purposes any entities which are established or Controlled by any Group Company and in which minority investments are sought from professional investment funds or other financial investors for the purposes of funding the business and other operations of such entities), and (ii) in which the Issuer or its Subsidiaries holds or acquires an ownership interest (whether by way of Equity Securities or otherwise) from time to time.

“Permitted Liens” means (i) liens for Taxes not yet delinquent or the validity of which are being contested in good faith and for which there are adequate reserves and provisions made in the applicable financial statements, (ii) liens occurring by operation of law in the ordinary course of trading, which (x) do not individually or in the aggregate materially detract from the value, use, or transferability of the assets that are subject to such liens, and (y) were not incurred in connection with any Indebtedness, (iii) any lien pursuant to the VIE Equity Pledges and (iv) any liens arising pursuant to the Security Documents.

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, organization, entity or Governmental Authority.

“PRC” means the People’s Republic of China which, solely for the purposes of this Agreement and the other Refinancing Documents, excludes Hong Kong, the Macau Special Administrative Region and the islands of Taiwan.

“Qudian” means, collectively, Qu Plus Plus Limited and Qufenqi (HK) Limited.

“Qudian Investor Rights Agreement” means the investor rights agreement dated June 4, 2020 entered into by and between the Issuer, Qu Plus Plus Limited and the Founder, to which Qufenqi (HK) Limited is made a party pursuant to the deed of adherence dated as of June 17, 2020 entered into by and among the Issuer, Qufenqi (HK) Limited, Qu Plus Plus Limited and the Founder.

“Qudian Transaction Documents” means (i) the share purchase agreement dated June 3, 2020 entered into between the Issuer and Qudian, as supplemented by the supplemental agreement dated June 17, 2020 entered into by and among the Issuer, Qufenqi (HK) Limited and Qu Plus Plus Limited, (ii) the Qudian Investor Rights Agreement and (iii) all other documents and agreements entered into by the Controlling Shareholder, its Affiliates and the Group Companies with Qudian or its Affiliates in connection with the subscription by Qudian for shares of the Issuer pursuant to the share purchase agreement referred to in paragraph (i) of this definition.

“Refinancing Documents” means this Agreement, the New Note Documents and any other agreement or document contemplated hereunder and thereunder to be executed and delivered to effect the Refinancing as contemplated under this Agreement from time to time, including without limitation any documents evidencing the registration and perfection of the Security Interests granted under the Security Documents.

“Refinanced Amount” means the Defaulted Amount and the Rollover Interest Amount.

“Rollover Interest Amount” means interest accruing on the Defaulted Amount at the Interim Restructuring Interest Rate for the period commencing on the Original Maturity Date and ending on the Effective Refinancing Date.

“SAFE” means the State Administration of Foreign Exchange of the PRC or its local counterparts.

“SAMR” means the State Administration of Market Regulation of the PRC or, with respect to the issuance of any business license or filing or registration to be effected by or with the State Administration of Market Regulation, any Governmental Authority which is similarly competent to issue such business license or accept such filing or registration under the Laws of the PRC.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended and interpreted from time to time.

“Secured Obligations” means the payment and performance (whether at stated maturity, by acceleration or otherwise) of all advances to, and debts, Liabilities, Indebtedness, claims, obligations, covenants and duties of, the Issuer or any Guarantor accrued or arising under the

Refinancing Documents (whether alone or jointly, or jointly and severally, with any other Person, whether direct or indirect, absolute or contingent and whether as principal, surety or otherwise denominated in US$ or any other currency, or incurred in any current or other banking account or in any other manner whatsoever, due or to become due, now existing or hereafter arising) and including interest, and fees, commissions and other costs, charges and expenses (including legal and other fees on a full indemnity basis) that accrue after the commencement by or against any Group Company or their respective Affiliates of any proceedings, regardless of whether such interest and fees are allowed claims in such proceedings.

“Security Documents” means (i) in respect of each Permitted JV Entity, an Onshore Share Pledge or Offshore Share Pledge, as applicable, and (ii) in respect of each Group Company, the Guarantees and the Subordination Agreements and (v) any and all instruments, documents, agreements, confirmations and acknowledgments pursuant to which any Person shall grant or convey any Security Interest as security for all or any portion of the Secured Obligations.

“Security Interest” means a mortgage, charge, pledge, lien, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Solvency Requirements” means, on any date of determination, that on such date:

(i)(a) the fair value of the consolidated property of the Group is greater than its consolidated Liabilities, including contingent Liabilities, (b) the present fair salable value of the consolidated assets of the Group is not less than the amount that will be required to pay the probable Liabilities of the Group Companies on their debts as they mature (excluding for such purposes outstanding principal and interest payments due on the Original Note). The amount of contingent Liabilities at any time shall be computed as the amount that, in light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured Liability;

(ii)no acceleration has occurred under the terms of any Indebtedness owed by any Group Company in connection with which any such Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity for amounts that, when taken together with all such other accelerated Indebtedness, exceed RMB150,000,000 in aggregate;

(iii)other than any Action by the Holder, no Actions have been instituted, are pending, threatened or contemplated, at Law, in equity, in arbitration or before any Governmental Authority, by or against any Group Company or against any of their respective properties, assets or revenues, including without limitation any Debt Actions for amounts that, individually or in the aggregate, exceed RMB200,000,000. In particular:

(a)no steps have been taken with a view to a moratorium or a composition, assignment or similar arrangement with any creditors of any Group Company;

(b)no meetings of shareholders, supervisors, directors or other officers has been convened for the purposes of considering or adopting any resolution for, or to petition or file documents with any court or registrar in any competent jurisdiction for, any Debt Action;

(c)no Security Interest has been enforced against any assets of any Group Company for amounts that, when taken together with any other enforcement action against any Group Company, exceed RMB200,000,000 in aggregate;

(d)no judicial orders have been made for the winding-up, receivership, administration, judicial management or dissolution of the Issuer or any Material Subsidiary;

(e)no liquidator, trustee in bankruptcy, judicial manager, compulsory manager, receiver or manager, administrative receiver, administrator or similar officer is or has been appointed in respect of the Issuer or any Material Subsidiary;

(f)none of the shareholders of the Issuer or any Material Subsidiary or the supervisors, directors or officers thereof have requested the appointment of, or given notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver and/or manager, administrative receiver, administrator or similar officer; and

(g)no analogous step or procedure is or has been taken in any jurisdiction;

(iv)none of the Group Companies are in default of any of their contractual obligations (excluding for such purposes the Existing Defaults) that would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(v)no default of any Group Company has occurred and is continuing, or would result from the implementation of the Refinancing under this Agreement that would, individually or in the aggregate, have a Material Adverse Effect.

“Subordination Agreement” means subordination agreement to be executed and delivered by each Guarantor in the agreed form set out in Exhibit 4 hereto.

“Subsidiary” any Person means any corporation, partnership, limited liability company, joint stock company, joint venture or other organization or entity, whether incorporated or unincorporated, which is Controlled by such Person and, for the avoidance of doubt, the Subsidiaries of any Person shall include any variable interest entities over which such Person or any of its Subsidiaries effects Control pursuant to contractual arrangements and which is consolidated with such Person in accordance with the Accounting Standards applicable to such Person, and in the case of the Issuer, shall include the VIE Entities and their respective Subsidiaries from time to time.

“Tax” means (i) any national, provincial, municipal, or local taxes, charges, fees, levies, or other assessments, whether based on income (including enterprise income tax and individual income tax), turnover (including value-added tax, business tax, and consumption tax), resource (including urban and township land use tax), special purpose (including land value-added tax, urban maintenance and construction tax, and additional education fees), property (including urban real estate tax and land use fees), documentation (including stamp duty and deed tax), filing, recording, withholding, social insurance (including pension, medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty and import value-added tax), and estimated and provisional taxes, charges, fees, levies, or other assessments of any kind

whatsoever, (ii) all interest, penalties (administrative, civil or criminal), or additional amounts imposed by any Governmental Authority in connection with any item described in subclause (i) above, and (iii) any form of transferee Liability imposed by any Governmental Authority in connection with any item described in subclauses (i) and (ii) above.

“United States” means the United States of America.

“VIE Auction Entity” means Beijing Wo Mai Wo Pai Auction Co., Ltd. (北京我卖我拍拍卖有限公司).

“VIE Entities” means the VIE Trading Entity and the VIE Auction Entity and “VIE Entity” means any of them, as the context requires.

“VIE Equity Pledges” means the equity pledge under (i) the share pledge agreement (股权质押合同) dated May 24, 2011 entered into by and among the WFOE, the VIE Trading Entity and the shareholders of the VIE Trading Entity, as renewed on May 8, 2017, and (ii) the equity interest pledge agreements (股权质押协议) dated September 15, 2014 entered into by and among the WFOE, the VIE Auction Entity and each shareholder of the VIE Auction Entity.

“VIE Trading Entity” means Beijing Secoo Trading Co., Ltd. (北京寺库商贸有限公司).

“Warrantors” means the Group Companies.

“WFOE” means Kutianxia (Beijing) Information Technology Limited (库天下（北京）信息技术有限公司).

Section 1.2Terms Defined Elsewhere in this Agreement. The following terms have the meanings set forth in the following Sections:

2020 Annual Report	Section 5.5
Agreement	Preamble
Closing	Section 4.2(a)
Collection Bank Account	Section 6.2(b)(ii)
Confidential Information	Section 9.9(a)
Controlling Shareholder	Preamble
Disclosing Party	Section 9.9(c)
Dispute	Section 9.3(a)
Effective Refinancing Date	Section 4.2(a)
Escrowed Documents	Section 4.1(d)
ESOP	Section 5.8(a)
Holder	Preamble
Holder Director	Section 4.1(c)
Insolvent	Section 5.6
Intellectual Property	Section 5.17
Issuer	Preamble
Non-Required Consents and Approvals	Section 5.3


Note Exchange	Section 3.1(a)
Original Maturity Date	Recitals
Original Note	Recitals
Original Note Purchase Agreement	Recitals
Parties	Preamble
Party	Preamble
Refinancing	Recitals
Refinancing Condition	Section 4.1
Restricted Persons	Section 6.2(f)(i)
Returns	Section 5.20
Standstill Period	Section 2.1
Statutory Demand	Recitals
Termination Event	Section 8.1
Warrant	Recitals

Section 1.3Interpretation. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a)Directly or Indirectly. The phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning.

(b)Gender and Number. Unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.

(c)Headings. Headings are included for convenience only and shall not affect the construction of any provision of this Agreement.

(d)Include not Limiting. “Include,” “including,” “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation”.

(e)References to Documents. References to this Agreement include the Schedules and Exhibits, which form an integral part hereof. A reference to any Section, Schedule or Exhibit is, unless otherwise specified, to such Section of, or Schedule or Exhibit to this Agreement. The words “hereof,” “hereunder” and “hereto,” and words of like import, unless the context requires otherwise, refer to this Agreement as a whole and not to any particular Section hereof or Schedule or Exhibit hereto. A reference to any document (including this Agreement) is, unless otherwise specified, to that document as amended, restated, consolidated, supplemented, novated or replaced from time to time.

(f)Writing. References to writing and written include any mode of reproducing words in a legible and non-transitory form including emails and faxes.

(g)Currency. References to sums of money are expressed in the lawful currency of the United States of America, with “US$,” “USD” and “$” referring to U.S. dollars.

ARTICLE II

STANDSTILL ARRANGEMENTS

Section 2.1Standstill. Subject to the terms and conditions of this Agreement, for a period commencing on the date of execution of this Agreement and ending on the earlier of (a) the occurrence of a Termination Event or (b) the Effective Refinancing Date (such period, the “Standstill Period”), the Holder hereby agrees to forebear from exercising its rights under the terms of the Original Note Documents in respect of the Existing Defaults and from taking any Action (including filing any petition to wind up the Issuer) to require or enforce payment of principal and interest amounts due and payable thereunder, provided that nothing in this Section 2.1 shall restrict or prevent the Holder from serving any notice of termination following the occurrence of a Termination Event in accordance with the terms of Section 8.1.

Section 2.2Interest. Interest shall accrue on the Defaulted Amount on and from the Original Maturity Date as follows: (a) during the Standstill Period, at the Interim Restructuring Interest Rate and (b) with effect from the occurrence of any Termination Event, the Default Interest Rate.

Section 2.3Acknowledgment of Existing Defaults. The Issuer acknowledges the Existing Defaults have occurred.

ARTICLE III

REFINANCING

Section 3.1Note Exchange; Release of Claims. Subject to the satisfaction of the Refinancing Conditions:

(a)the Holder agrees at Closing to exchange the Original Note for the New Note (the “Note Exchange”); and

(b)the Issuer shall cause the Escrowed Documents to be released to the Holder.

At and subject to Closing having occurred, each of the Parties agrees to irrevocably waive and release all of its respective rights, interests and Claims which it may have under the Original Note.

Section 3.2Obligation to effect the Refinancing. Each of the Controlling Shareholder and the Issuer agrees that it shall effect the Refinancing in accordance with this Agreement in a timely manner.

ARTICLE IV

REFINANCING CONDITIONS

Section 4.1Conditions to the Refinancing. The obligations of the Holder set out in Section 3.1 above and to effect the Closing of the Refinancing are subject to, and conditional on the following (each, a “Refinancing Condition”):

(a)Representations and Warranties. The Fundamental Warranties shall be true and correct in all respects as of the date of execution of this Agreement and the Effective Refinancing Date as if made on and as of such dates (except that those representations and warranties which address matters only as of a particular date, which need only be true and correct as of such date). The other representations and warranties of the Warrantors set out in Article V hereof shall be true and correct in all material respects (except for representations and warranties that are qualified by “materiality,” “Material Adverse Effect” or any similar qualification, in which case, such representations and warranties shall be true and correct in all respects) as of the date of execution of this Agreement and the Effective Refinancing Date as if made on and as of such dates (except that those representations and warranties which address matters only as of a particular date, which need only be true and correct as of such date).

(b)Solvency Requirements. The Solvency Requirements have been met and have not been breached at any time after the date of execution of this Agreement up to and including the Effective Refinancing Date.

(c)Board and Shareholder Resolutions. Each of the Group Companies shall have executed and delivered copies of board and shareholder resolutions, as applicable, approving and authorizing the execution and delivery of the Refinancing Documents to be executed by that Group Company and the performance of the transactions and creation of the applicable security interests thereunder. The Board resolutions of the Issuer shall also approve the appointment of a director nominated by the Holder (the “Holder Director”) to the Board to replace Jun Wang.

(d)Escrowed Deliverables. Each of the Group Companies shall have executed and delivered to Han Kun Law Offices, PRC counsel to the Issuer, originals of the following documents (the “Escrowed Documents”), and Han Kun Law Offices shall have provided written confirmation to the Holder of such receipt and undertaking to deliver such documents to the Holder at Closing:

(i)the New Note;

(ii)the Guarantees;

(iii)the Subordination Agreements; and

(iv)all other ancillary documents, authorizations, consents and other instruments required for the registration and perfection of any of the Security Interests under the Security Documents, if any.

(e)Appointment of Holder Director. The Holder Director shall have been appointed effective as at Closing and the Issuer shall have delivered a certified true copy of the register of directors of the Issuer dated as of the Closing date to reflect such appointment.

(f)Performance of other Obligations. Each Group Company and the Controlling Shareholder having performed and complied with all obligations and conditions set out in this Agreement that are required to be performed or complied with on or prior to Closing.

(g)Proceedings and Documents. All corporate and other proceedings in connection with the transactions to be completed at the Closing and all documents incident thereto, including all applicable shareholder and board approvals of each Group Company, as applicable, with respect to this Agreement, and all other Refinancing Documents and the transactions contemplated hereby and thereby, shall have been completed in form and substance reasonably satisfactory to the Holder, and the Holder shall have received all such counterpart copies of such documents as it may reasonably request.

(h)No Prohibition; Authorization. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law that is then in effect and which has the effect of making the consummation of any transactions contemplated by the Refinancing Documents illegal or which otherwise prevents or prohibits the consummation of any transactions contemplated by the Refinancing Documents. All Consents of any competent Governmental Authority or of any other Person that are required to be obtained by any Group Company in connection with the consummation of the transactions contemplated by the Refinancing Documents, if any, shall have been duly obtained and effective as of the Closing, and evidence thereof shall have been delivered to the Holder.

(i)Maintenance of Listing; No Trading Suspension. The ADSs of the Issuer (i) are designated for quotation or listed on the Nasdaq Global Market, (ii) have not been suspended, by the SEC or the Nasdaq Global Market from trading on the Nasdaq Global Market, either (A) in writing by the SEC or the Nasdaq Global Market, (B) by falling below the minimum listing maintenance requirements of the Nasdaq Global Market, or (C) for a consecutive period of more than five days.

(j)No Material Adverse Effect. No Material Adverse Effect shall have occurred and no event shall have occurred or arisen, and no circumstance shall exist, that would reasonably be expected to result in a Material Adverse Effect.

(k)Closing Certificate. A director of the Issuer shall have executed and delivered to the Holder at the Closing a certificate dated as of Closing stating that (a) the conditions specified in this Section 4.1 have been fulfilled as of the Closing, unless otherwise waived by the Holder, and (b) attaching copies of the Charter Documents of the Issuer and the Guarantors, including the then-effective business licenses of the Guarantors.

Section 4.2Exchange of the Notes at Closing.

(a)Closing. The consummation of the Note Exchange (the “Closing”) shall take place no later than 5 p.m. at the offices of Fangda Partners at Kerry Center, North Tower 27/F, No. 1 Guanghua Road, Chaoyang, Beijing, but in no event later than the fifth Business Day following the satisfaction or waiver of the Refinancing Conditions set forth in Section 4.1 (other than conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction and waiver of such conditions) or at such other place, time or date as the Issuer and the Holder may mutually agree upon in writing (such date, the “Effective Refinancing Date”).

(b)Deliveries by the Issuer at Closing. At Closing, in addition to any items the delivery of which is a Refinancing Condition, the Issuer shall deliver to the Holder (i) originals of

all Refinancing Documents to the extent not already delivered prior thereto (including the Guarantees), (ii) all documents and materials duly executed for the purpose of the registration and perfection of the Security Interests under the Security Documents (if any), and (iii) the New Note, duly executed and issued by the Issuer.

(c)Deliveries by the Holder at Closing. At Closing and against delivery by the Issuer of the items referred to in Section 4.2(b), the Holder shall deliver (i) the originals of the Original Note and the Warrant for exchange and cancellation and (ii) an executed letter confirmation acknowledging the withdrawal of the Statutory Demand.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS

Each of the Warrantors jointly and severally represents and warrants to the Holder that each of the statements contained in this Article V is true and correct as of the date of this Agreement and as if made on the Effective Refinancing Date, with the same effect (except for such representations and warranties that are expressed to be made as of a specified date, in which case, such representations and warranties shall be made as of such date).

Section 5.1Organization, Good Standing and Qualification. Each of the Warrantors is duly organized, validly existing and in good standing (or equivalent status to the extent such concept is applicable in its jurisdiction of formation) under, and by virtue of, the Laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as proposed to be conducted, and to perform each of its obligations under the Refinancing Documents to which it is a party. Each Warrantor that is a PRC entity has a valid business license issued by the SAMR or its local branch or other relevant Governmental Authorities, and has, since its establishment, carried on its business in compliance with the business scope set forth in its business license.

Section 5.2Authorization. Except for the shareholder and board approvals to be obtained as a Refinancing Condition and as set out in Section 4.1, each of the Issuer and the Guarantors has all requisite power and authority to execute and deliver the Refinancing Documents to which it is a party and to carry out and perform its obligations thereunder. All Action on the part of each of the Warrantors (and, as applicable, their respective officers, directors and shareholders) necessary for the authorization, execution and delivery of the Refinancing Documents to which it is a party, the performance of all of its obligations thereunder, the granting of the Security Interests under the Security Documents to which it is a party has been taken or will be taken on or prior to the Effective Refinancing Date. Subject to the foregoing, each Refinancing Document has been or will be duly executed and delivered by the applicable Group Company to which it is a party and constitutes (or upon due execution and delivery by all parties thereto, will constitute) its valid and legally binding obligations, enforceable against it in accordance with its terms, subject to the General Enforceability Exceptions.

Section 5.3First Ranking Security Interest. Upon the completion of applicable registrations, filings, notifications and other acknowledgments and subject to applicable Laws, the Security Documents create (or after the execution and delivery thereof will create) in favor of the Holder, valid and enforceable perfected first priority Security Interests on all of the Collateral

(subject to completion of the aforesaid registrations, filings, notifications and other acknowledgments and subject to certain Permitted Liens and exceptions as set forth in the New Note) and no other registrations or filings are required in order to perfect the Security Interests created under the Security Documents, except for (a) those that are to be effected on or after the Effective Refinancing Date (with the documents and materials required for such registrations or filings duly executed and delivered on the Effective Refinancing Date in accordance with and as set forth in Section 4.2(b)) and (b) Consents, approvals, authorizations or other order of, or any notice to or filing with, any court, regulatory body, administrative agency or other Governmental Authority necessary in connection with foreclosure or other exercise of remedies by the Holder in respect of the Collateral, including registrations of the Security Documents under applicable SAFE rules and regulations (collectively, the “Non-Required Consents and Approvals”). Each of the Issuer and the Guarantors are the legal and beneficial owners of the Collateral, free and clear of any Encumbrances, other than Permitted Liens.

Section 5.4Consents; No Conflict.

(a)Except for the shareholder and board approvals to be obtained as a Refinancing Condition and as set out in Section 4.1 and the Non-Required Consents and Approvals, all Consents required in connection with the transactions contemplated herein or in the Refinancing Documents have been duly obtained or completed, as applicable, by the Issuer or the Guarantors as of the date hereof.

(b)The execution and delivery of any of the Refinancing Documents to which any Group Company is a party, or the consummation of the transactions contemplated herein or therein will not, (i) be in conflict with, result in a breach, default or violation under (A) the Charter Documents of the applicable Group Company; (B) the terms of any Contract to which such Group Company is a party or to which its property is subject (including for such purposes the Qudian Transaction Documents), (C) any applicable Law, (D) any Governmental Order, or (ii) result in the imposition of any Encumbrance upon any property or assets of such Group Company other than restrictions under the Refinancing Documents and Permitted Liens, except in the case of sub-clauses (B), (C) and (D) of sub-section (i) or (ii), as would not, individually or in the aggregate, have a Material Adverse Effect.

(c)(A) The registration, filing or performance of the Security Documents by the Warrantors, (B) the grant by each applicable Warrantor of the Security Interests granted by it pursuant to the Security Documents, (C) the perfection or maintenance of the Security Interests created under the Security Documents (including the first priority nature thereof) and (D) the exercise by the Holder of the remedies in respect of the Collateral pursuant to the Security Documents, will not require any Consent of, or any notice to or filing with, any Governmental Authority (other than the Non-Required Consents and Approvals) and will not conflict with or constitute a breach of any of the terms or provisions of, (i) the Charter Documents of the applicable Warrantor or (ii) a default under, the terms of any Contract, obligation, condition, covenant or instrument to which any Warrantor is a Party or bound or to which its property is subject.

Section 5.5Compliance with Laws. The business of the Group Companies is not being conducted, and has not been conducted at any time during the three years prior to the date hereof, in violation of any applicable Law (including, without limitation, the U.S. Foreign Corrupt

Practices Act, the UK Bribery Act 2010 and the PRC anti-bribery Laws, in each case as supplemented, amended, re-enacted or replaced from time to time) or Governmental Order applicable to the Group Companies in any material respect. Except as disclosed in the Issuer SEC Documents, the Group Companies have all Consents that are required in order to carry on their business as presently conducted. All such Consents are in full force and effect and, to the knowledge of the Warrantors, no suspension or cancellation of any of them is threatened. The Issuer has complied with the applicable listing and corporate governance rules and regulations of the NASDAQ in all material respects, other than the failure to timely file its annual report on Form 20-F for the year ended December 31, 2020 (the “2020 Annual Report”). The Issuer has taken no action designed to, or reasonably likely to have the effect of, delisting the ADSs from the NASDAQ, other than the failure to timely file the 2020 Annual Report. There are no proceedings pending or, to the knowledge of the Warrantors, threatened against the Issuer relating to the continued listing of the ADSs on NASDAQ and the Issuer has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto).

Section 5.6Bankruptcy; Insolvency. None of the Group Companies has taken any steps to seek protection pursuant to any bankruptcy Law nor do the Warrantors have any knowledge or reason to believe that any creditor of the Group Companies intends to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so, other than the Statutory Demand. The Group Companies, individually and on a consolidated basis, will not be Insolvent (as defined below). For purposes of this Section 5.6, “Insolvent” means, with respect to any Person (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness (excluding for such purposes outstanding principal and interest payments due on the Original Note or the New Note, as applicable), (ii) such Person is unable to pay its debts and Liabilities, subordinated, contingent or otherwise, as such debts and Liabilities become absolute and matured, excluding for such purposes outstanding principal and interest payments due on the Original Note, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably low capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Section 5.7Transactions With Affiliates. All related party transactions required to be disclosed under applicable rules of the NASDAQ or the applicable securities Law have been accurately described in the Issuer SEC Documents in all material respects. Any such related party transaction was entered into on terms and conditions no less favorable to the Issuer or its applicable Subsidiary than those applicable in comparable transactions between independent parties acting at arm’s length.

Section 5.8Capitalization.

(a)The authorized share capital is US$150,000 divided into 150,000,000 shares of a par value of US$0.001 each, comprising of (i) 112,000,000 Class A Ordinary Shares, (ii) 8,000,000 Class B Ordinary Shares and (iii) 30,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with the Issuer’s memorandum and articles of association. As of the date hereof, there are 28,754,852 Class A Ordinary Shares issued and outstanding (excluding 517,454 treasury shares), and 6,571,429

Class B Ordinary Shares issued and outstanding. As of the date hereof, the maximum aggregate number of shares which may be issued pursuant to all awards under the 2017 Share Incentive Plan of the Issuer (the “ESOP”) as disclosed in the Issuer SEC Documents is 1,307,672 Class A Ordinary Shares. Except as set forth in the ESOP, the Issuer has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Issuer on any matter. Except as disclosed in the Issuer SEC Document, the Class A Ordinary Shares held by Qudian, all issued and outstanding Ordinary Shares have been duly authorized and validly issued and are fully paid and non-assessable, are free of preemptive rights, were issued in compliance with applicable U.S. and other applicable securities Laws and the ADSs have been duly listed and admitted and authorized for trading on the NASDAQ.

(b)Except as set forth above in Section 5.8(a), there are no outstanding (A) shares of capital stock or voting securities of the Issuer, (B) securities of the Issuer convertible into or exchangeable for shares of capital stock or voting securities of the Issuer or (C) preemptive or other outstanding rights, options, warrants, conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Issuer to issue or sell any Equity Securities of the Issuer, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

(c)Except as disclosed in the Issuer SEC Documents, to the knowledge of the Issuer, there are no registration rights, rights of first offer, rights of first refusal, tag-along rights with respect to the securities of the Group Companies that have been granted to any Person.

(d)All outstanding shares of capital stock or other securities or ownership interests of the Group Companies are duly authorized, validly issued, fully paid and non-assessable and all such shares or other securities or ownership interests in any of such Group Companies (excluding the equity interests of the VIE Entities subject to the Control Documents) are owned, directly or indirectly, by the Issuer free and clear of any Encumbrance, except for restrictions arising under the Securities Act or as disclosed in the Issuer SEC Documents or created by virtue of the transactions under the Refinancing Documents.

(e)Schedule 3 sets forth a complete structure chart showing each of the direct and indirect Subsidiaries of the Issuer and each VIE Entity, and indicating the ownership and Control relationships and equity percentage ownership interests among all such entities as of the date of this Agreement.

Section 5.9Title to Assets.

(a)Each Group Company is the sole legal and beneficial owner of the assets which it charges or purports to charge or creates or purports to create Security Interests under any Security Document.

(b)

No Security Interest exists over all or any of the present or future assets of any member of the Group other than Permitted Liens or as permitted pursuant to the terms and conditions of the New Note.

Section 5.10Indebtedness; Undisclosed Liabilities.

(a)Schedule 5 sets out a true and complete schedule describing all Existing Pre-Restructuring Indebtedness.

(b)Except for (i) Liabilities reflected on, reserved against, or disclosed in the unaudited consolidated balance sheet as of June 30, 2021, (ii) Liabilities incurred since June 30, 2021 in the ordinary course of business, (iii) any other undisclosed Liabilities that are not material to the Group on a consolidated basis, and (iv) any Liabilities incurred in connection with or as a result of any of the transactions contemplated by any of the Refinancing Documents, none of the Group Companies have any Liabilities that, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect.

Section 5.11SEC Matters. The Issuer has filed or furnished, as applicable, on a timely basis, all Issuer SEC Documents, other than the failure to timely file the 2020 Annual Report. None of the Subsidiaries of the Issuer is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of the Issuer SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Issuer SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment: (A) each of the Issuer SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended, and any rules and regulations promulgated thereunder applicable to the Issuer SEC Documents (as the case may be) and (B) none of the Issuer SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 5.12Financial Statements.

(a)The financial statements (including any related notes) contained in the Issuer SEC Documents: (A) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) were prepared in accordance with the Accounting Standards applied on a consistent basis throughout the periods covered thereby (except (a) as may be otherwise specifically provided in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed to summary statements) and (C) fairly present in all material respects the consolidated financial position of the Issuer and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Issuer and its Subsidiaries for the periods covered thereby, in each case except as disclosed therein and as permitted under the Exchange Act.

(b)None of the Group Companies is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among one or more of the Group Companies, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any

“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Issuer or any of its Subsidiaries in the Issuer’s or such Subsidiary’s published financial statements or other Issuer SEC Documents. There are no unconsolidated Subsidiaries of the Issuer or any off-balance sheet arrangements of any type (including any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act) nor any obligations to enter into any such arrangements.

Section 5.13Internal Control and Procedures. The Issuer has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (A) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Issuer, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the Accounting Standards throughout the periods covered thereby, and that receipts and expenditures of the Issuer are being made only in accordance with appropriate authorizations of management and the Board and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Group. Save as disclosed in the Issuer SEC Documents, there are no material weaknesses or significant deficiencies in the Company’s internal controls. The Issuer’s auditors and the audit committee of the Board have not been advised of any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal controls over financial reporting. Since December 31, 2020, there has been no change in the Issuer’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting, except for the implementation of certain measures to address the material weakness in the Issuer’s internal control over financial reporting that has been disclosed in the Issuer SEC Documents.

Section 5.14Absence of Changes. Since June 30, 2021, the Group Companies have conducted their business in the ordinary course of business and except as disclosed in the Issuer SEC Documents, there has not been:

(a)any declaration, setting aside or payment of any dividend or other distribution with respect to any securities of the Issuer or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Issuer or to any of the Issuer’s wholly owned Subsidiaries);

(b)any issuances or sales of Equity Securities of the Issuer or any of its Subsidiaries or any redemption, share splits, reclassifications, share dividends, share combinations or other recapitalizations of any such Equity Securities other than pursuant to the ESOP;

(c)any amendment to the Charter Documents of any Group Company;

(d)

any redemption or repurchase of any Equity Securities of any Group Company; or

(e)any entry into any Contract or other document in respect of any of the foregoing.

Section 5.15Contracts. Schedule 6 sets out a list identifying the Payment Contracts and the parties thereto. The Group Companies are not and, to the knowledge of the Warrantors, each other Party thereto, are not in default under, or in breach or violation of, any material terms of the Payment Contracts. To the knowledge of the Warrantors, no event, fact or circumstance has occurred that will have or is reasonably expected to adversely impact the renewal or extension of any Payment Contract in any material respect.

Section 5.16Litigation. Except as disclosed in the Issuer SEC Documents and to the knowledge of the Issuer, any officer and director of any of the Group Companies in their capacities as such, there are no pending or threatened Actions by any Governmental Authority or by any other Person against the Issuer or any of its Subsidiaries or any proceedings that seek to restrain or enjoin the consummation of the transactions under the Refinancing Documents.

Section 5.17Intellectual Property.All (i) registered or unregistered, patents, patentable inventions and other patent rights (including any divisions, continuations, continuations-in-part, reissues, reexaminations and interferences thereof); (ii) trademarks, service marks, trade dress, trade names, taglines, brand names, logos and corporate names and all goodwill related thereto; (iii) copyrights, mask works and designs; (iv) trade secrets, know-how, inventions, processes, procedures, databases, confidential business information and other proprietary information and rights; (v) computer software programs, including all source code, object code, specifications, designs and documentation related thereto; and (vi) domain names, Internet addresses and other computer identifiers, in each case that is material to the business of the Group Companies taken as a whole as currently being conducted (the “Intellectual Property”) is either (a) owned by the Issuer or one or more of its Subsidiaries or (b) is used by the Issuer or one or more of its Subsidiaries pursuant to a valid license. To the knowledge of the Warrantors, there are no material infringements or other material violations of any Intellectual Property owned by the Group Companies by any third party. Each Group Company has taken all necessary actions to maintain and protect each item of material Intellectual Property. The conduct of the business of the Group Companies does not infringe or otherwise violate any intellectual property or other proprietary rights of any other Person in material respects, and there is no Action pending or, to the knowledge of the Warrantors, threatened alleging any such infringement or violation or challenging the rights of the Group Companies in or to any Intellectual Property which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.18Employment Matters.

(a)None of the Group Companies is a Party to or bound by any collective bargaining agreement or other labor union contract applicable to Persons employed by such Group Companies. There are no unfair labor practice complaints pending, or to the knowledge of the Warrantors, threatened, against the any of the Group Companies before any Governmental Authority. Each of the Issuer and its Subsidiaries complies with all applicable Laws relating to employment and employment practices (including without limitation, terms and conditions of employment, termination of employment, mandatory severance benefits, pension programs, social insurance programs, employee health and safety, equal employment, employment of veterans and

the handicapped, and prohibition of discrimination) in all material aspects. There is no material claim with respect to payment of wages, salary, overtime pay, withholding individual income taxes, social security fund or housing fund that has been asserted and is now pending or, to the knowledge of the Warrantors, threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Issuer or any of its Subsidiaries.

(b)Each Employee Benefit Plan is in compliance in all material respects with its terms and the requirements of all applicable Laws. All employer and employee contributions to each Employee Benefit Plan required by the terms of such Employee Benefit Plan or by applicable Laws have been made, or, if applicable, accrued in accordance with normal accounting practices and in compliance in all material respects with its terms and the requirements of all applicable Laws. Each Employee Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities.

Section 5.19Subsidiary Rights. Each of the Group Companies has the unrestricted right to vote, and (subject to limitations imposed by applicable Law) to receive dividends and distributions on, all capital securities of its Subsidiaries.

Section 5.20Tax Status. Except as disclosed in the Issuer SEC Documents, each of the Group Companies (i) has made or filed in the appropriate jurisdictions all material foreign, federal and state income and all other Tax returns required to be filed or maintained in connection with the calculation, determination, assessment or collection of any and all federal, state, local, foreign and other Taxes, including all amended returns required as a result of examination adjustments made by any Governmental Authority responsible for the imposition of any Tax (collectively, the “Returns”), and such Returns are true, correct and complete in all material respects, and (ii) has paid all material Taxes and other governmental assessments and charges shown or determined to be due on such Returns, except those being contested or will be contested in good faith. Except as disclosed in the Issuer SEC Documents, none of the Group Companies have received notice regarding unpaid foreign, federal and state income in any amount or any Taxes in any amount claimed to be due by the taxing authority of any jurisdiction, and the Issuer is not aware of any reasonable basis for such claim. No Returns filed by or on behalf of any Group Company with respect to Taxes are currently being audited, and neither the Issuer nor any of its Subsidiaries has received notice of any such audit.

Section 5.21Tax Election. No Tax elections under the income Tax Laws of the United States have been made with respect to any Group Company other than Secoo Inc.

Section 5.22Transfer Taxes. Upon Closing, all Taxes (other than income or similar Taxes) which are required to be paid in connection with the issuance of the New Note and the Guarantees to the Holder hereunder will be, or will have been, fully paid or provided for by the Issuer, and all Laws imposing such Taxes will be or will have been complied with.

Section 5.23VIE Entities. The Issuer Controls the VIE Entities through the Control Documents, and there is no enforceable agreement or understanding to rescind, amend or change the nature of such captive structure or the terms of the Control Documents.

Section 5.24Disclosure. The Warrantors understand and confirm that the Holder will rely on the foregoing representations in effecting the Refinancing. No statement made by the Warrantors in this Agreement, any other Refinancing Documents or exhibits and schedules attached hereto and thereto or in any certificate or schedule furnished by or on behalf of the Warrantors to the Holder or any of its representatives in connection with the transactions contemplated hereby and thereby contains any untrue statement of a material fact or omits or state a material fact necessary in order to make the statements contained herein or therein not misleading.

Section 5.25Repeating Representations and Warranties.

(a)All of the representations and warranties set out in this Article V are made by each of the Warrantors on the date of execution of this Agreement.

(b)The representations and warranties set out in this Article V are deemed to be made by each Warrantor on the Effective Refinancing Date and the date of execution of each Refinancing Document. The representations and warranties set out in this Article V (other than those representations and warranties which address matters only as of a particular date and representations and warranties under Sections 5.10, 5.14, 5.16 and 5.24) are deemed to be made on the first day of each interest period, each date on which any notice of redemption is given, any applicable redemption date or any other date on which principal amounts of the New Note are redeemed, in each case in accordance with the terms and conditions of the definitive New Note.

(c)Each representation or warranty deemed to be made after the date of execution of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

ARTICLE VI

UNDERTAKINGS OF THE WARRANTORS

Section 6.1Obligations of the Group Companies. On and from the date of this Agreement, each of the Group Companies shall, and the Controlling Shareholder shall procure the Group Companies to, comply with the covenants under Articles IV (other than Section 4.1) to V and Section 8.2 of the form of the New Note in Exhibit 1, which are hereby incorporated by reference in this Agreement with immediate effect and form an integral part hereof.

Section 6.2Continuing Obligations of the Group Companies. On and from the date of execution of this Agreement, each of the Group Companies shall comply with the following undertakings:

(a)Conduct of Business. Each Group Company shall operate its business and activities in the ordinary course, in a manner that is consistent with past practice and in material compliance with all applicable Laws, and in such a manner as to ensure that no act or event occurs that would reasonably be expected to result in any breach of the representations and warranties of the Warrantors (as if such representations and warranties were repeated each day immediately prior to the Effective Refinancing Date). None of the Group Companies shall change in any material respect the conduct of its businesses, operations and activities or the arrangements by which it presently conducts such business, operations or activities (including the intercompany

arrangements between each Group Company). None of the Group Companies shall sell, assign, transfer or license, whether exclusively or non-exclusively, any of the material Intellectual Property of the Group, including for such purposes all or any of the e-commerce platforms, Internet websites, domain names, brand names and designs (including “寺库” or “Secoo” brand names and marks), mobile applications and any other Intellectual Property comprised in and material to the conduct of the business of the Group as presently conducted, to any other Person.

(b)Payment Contracts; Bank Accounts.

(i)Except with the prior written consent of the Holder, none of the Payment Contracts of the Group shall be assigned, transferred or otherwise novated to any entity other than another Group Company.

(ii)The Issuer shall, and shall cause the Group Companies to, notify the Holder in writing of any change to the collection bank accounts that have been designated for receipt of sale proceeds under the Payment Contracts (each, a “Collection Bank Account”) within three Business Days of having instructed the applicable payment services provider to change such Collection Bank Account. The notice provided to the Holder shall identify the Payment Contract in respect of which such change has been instructed and shall provide details of the new Collection Bank Account and the Group Company in whose name such Collection Bank Account is maintained.

(c)Information Reporting. The Issuer shall provide the Holder with the following information for so long as any amounts due and owing under the New Note Documents have not been paid, satisfied or otherwise discharged in full:

(i)on the date on which the Issuer publicly announces its quarterly financial results or delivers the quarterly financials to the Holder pursuant to Section 4.4(a) of the New Note, a quarterly inventory report on (x) the consolidated total assets and net assets of the Group, and (y) the total assets and inventories of each Material Subsidiary; in each case, to be certified as true and correct and stamped with the company seal of the Issuer and each such Material Subsidiary;

(ii)within 15 days of the completion of any transaction by any Subsidiary that would result in such Subsidiary becoming a Material Subsidiary, a written notification to the Holder including a general description of such transaction and the key terms thereof;

(iii)within three Business Days of having instructed the applicable payment services provider to change the Collection Bank Accounts, written notification to the Holder including a general explanation of the rationale for such change and attaching a copy of such instruction;

(iv)within three Business Days of the execution or delivery of a new Payment Contract, written notification to the Holder including a copy of such duly executed Payment Contract;

(v)upon the execution and delivery of any definitive documentation for the establishment of a Permitted JV Entity, a written notification including information on (a) any Permitted JV Asset Transfer to be effected to such Permitted JV Entity, (b) the key terms of the transaction documentation governing the joint venture and (c) the proposed percentage equity interests of each joint venture partner and the applicable Group Company in such Permitted JV Entity;

(vi)the details of any litigation, arbitration, administrative or other proceedings which are made known to any Group Company that is current, threatened or pending and which would or would be reasonably likely to, if adversely determined, result in a Termination Event; and

(vii)the occurrence of any event or circumstance that may have a Material Adverse Effect on the ability of the Holder to exercise any of the rights, powers and remedies under the Refinancing Documents or that would, or would be reasonably likely to, result in a Default (as defined in the New Note) under the New Note.

(d)

Guarantees; Security Interests.

(i)Each Group Company shall cause each Person that becomes a Subsidiary following the Effective Refinancing Date to, within five days of the date on which such Person has become a Subsidiary, (x) execute and deliver to the Holder its Guarantee in the form of the Onshore Guarantee or the Offshore Guarantee, as applicable, (y) execute and deliver to the Holder the Subordination Agreement and (z) take all actions required pursuant to the Refinancing Documents to be undertaken by a Guarantor.

(ii)Each Group Company shall procure the pledge from time to time of all Equity Securities held by it in a Permitted JV Entity pursuant to a valid and effective Equity Pledge and shall cause the execution and delivery of the Equity Pledge to the Holder within five (5) Business Days and the registration and filing of such Equity Pledge and the Security Interests created thereunder with the applicable Governmental Authorities within 15 days of the issuance or acquisition of the applicable Equity Securities; provided that no Default (as defined in the New Note) shall occur in respect of any failure to register the Security Documents under applicable SAFE rules and regulations and provided further that where any such failure is due to the Holder’s failure to provide documents required for such registrations or filings that have been requested by the Issuer, in which case such 15 day period shall be extended by a further 15 day period following the date on which the Holder provides all such required documents to the satisfaction of the applicable Governmental Authorities.

(e)The Holder shall undertake the registrations and filings of the Security Documents for and on behalf of the Issuer or any applicable Guarantor or Permitted JV Entity, provided that in such instances, the applicable Group Company or Permitted JV Entity (as applicable) shall cooperate with the Holder to facilitate such registrations and filings and shall provide all documents requested by the Holder for the purposes of effecting such filings within ten (10) Business Days of such request by the Holder or such other timeframe as may be specified by the Holder in such written request, and provided further that where the applicable Group Company

or Permitted JV Entity has failed to provide any such assistance, cooperation or documents as requested by the Holder in respect of any such filing or registration, such failure shall be deemed to be a Default (as such term is defined in the definitive terms and conditions of the New Note). For the avoidance of doubt, failure to register the Security Documents under applicable SAFE rules and regulations shall not be deemed to a Default (as such term is defined in the New Note).

(f)Freeze on Compensation and Incentives of Founder and Affiliates. Until such time as the New Note has been redeemed in full, the following restrictions on executive privileges and compensation shall apply to each Group Company:

(i)other than as previously granted pursuant to award agreements under the ESOP, none of the Group Companies shall pay or accrue any bonus, commissions, incentive compensation or any similar form of monetary benefit to the Founder and his Affiliates (the “Restricted Persons”) except with the prior written consent of the Holder; and

(ii)in the event that any payments or awards have been made or granted to any Restricted Person in breach of the provisions of this Section 6.2(f), the Group Companies shall indemnify the Holder for an amount equivalent to the aggregate of such bonuses, compensations or other commissions, fees and analogous payments paid to such Restricted Person.

(g)Maintenance of Listing. The Issuer shall comply with the minimum listing maintenance requirements of the Nasdaq Global Market, or if any non-compliance is continuing, to comply with any plan approved by the Nasdaq Global Market to regain compliance.

Section 6.3Continuing Obligations of the Group Companies. Each of the Group Companies shall, and the Controlling Shareholder shall procure the Group Companies to, give effect to and facilitate the exercise by the Holder of its rights as set out in Article VII hereof and the New Note Documents and to promptly do all acts or things required or necessary for the purposes of giving effect thereto.

ARTICLE VII

RIGHTS OF THE HOLDER

Section 7.1Board Representation. For so long as any amounts remain outstanding and unpaid under the Refinancing Documents:

(a)the Holder shall have the right to nominate one director to the Board and each of the Controlling Shareholder and the Issuer shall promptly cause and take all actions to support, give effect to and otherwise agree not to take any action to prevent, the appointment or election of the Holder Director, including convening a Board meeting and effecting such appointment in accordance with the Charter Documents of the Issuer, and in the case of an election, (i) nominating such individual to be elected as a director, (ii) recommending to the shareholders the election of such director in any meeting of shareholders to elect directors, including soliciting proxies in favor of such election, (iii) including such nomination and recommendation in respect such individual in the notices for any meeting of shareholders to elect directors, and (iv) expanding

the size of the Board in order to appoint such director, and (v) in the case of the Controlling Shareholder, voting its Equity Securities in favor of such election;

(b)in the event that the Holder Director vacates his or her Board seat due to any reason, including retirement, resignation, death, disability or removal, the Holder shall have the exclusive right to designate a replacement to fill such vacancy, and each of the Controlling Shareholder and the Issuer shall promptly cause the appointment or election of such individual; and

(c)at any meeting of the Board, or any annual general or other meeting of the shareholders of the Issuer, when and if held, at which the Holder Director is up for reappointment, each of the Controlling Shareholder and the Issuer shall cause such director to be re-appointed.

ARTICLE VIII

TERMINATION

Section 8.1Termination Events. The Holder shall be entitled to terminate this Agreement with immediate effect by notice in writing to the Issuer upon the occurrence of any of the following events (each a “Termination Event”):

(a)any of the Refinancing Conditions are not met by the Long-Stop Date, or any Refinancing Condition has ceased to be capable of satisfaction;

(b)any breach of the Solvency Requirements;

(c)any representation or warranty made by the Warrantors as set out in Article V, or any information provided to the Holder by the Issuer or any of the Group Companies pursuant to Section 6.2(c) prior to the Closing is untrue when made and such breach is not remedied or cured within two days after the date on which such breach first occurs, such that the conditions specified in Section 4.1 would not be satisfied at the Long-Stop Date or Effective Refinancing Date (as applicable);

(d)any breach or non-compliance by any of a Group Company or the Controlling Shareholder of any of their respective obligations, covenants and undertakings under this Agreement other than those described in Sections 8.1(b) and 8.1(c), which shall be governed by those sections; or

(e)any additional material default by the Issuer of any of its obligations under the Original Note Documents other than the Existing Defaults, on or after the date of execution of this Agreement.

The foregoing Termination Events are intended solely for the benefit of the Holder. Each of the Issuer and the Controlling Shareholder shall, and shall cause each of the other Group Companies to, immediately on the occurrence of any Termination Event or any breach of this Agreement, notify the Holder in writing with reasonable details thereof.

Section 8.2Termination by the Issuer. The Issuer may terminate this Agreement if the Holder breaches its standstill obligations under Section 2.1 by the giving of written notice to the

Issuer. Other than as set out in Section 8.1 and this Section 8.2, no other Party to this Agreement shall have the right to unilaterally terminate this Agreement without the mutual agreement of the Holder and the Issuer.

Section 8.3Effect of Termination.

(a)The rights and obligations of each Party under this Agreement except for those set out in Article VIII and Article IX which will survive such termination, will cease immediately with effect from the date of such termination pursuant to this Article VIII. For the avoidance of doubt, the termination of this Agreement does not affect the rights of the Holder accrued and existing under this Agreement at or prior to the time of termination and under the Original Note Documents.

(b)Nothing in this Section 8.3 shall be interpreted to restrict the Holder from enforcing its rights under the Original Note Documents following termination of the Standstill Period in respect of any of the Existing Defaults (or any other defaults thereunder) or from instituting any debt recovery actions or security enforcement proceedings in respect of amounts owing under the Original Note Documents in any competent jurisdiction. The Holder shall have all rights and remedies available to it under the Original Note Documents, any applicable Laws or otherwise with respect to any defaults (including the Existing Defaults).

ARTICLE IX

COVENANTS; MISCELLANEOUS

Section 9.1Successors and Assigns; Third Party Beneficiaries. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties whose rights or obligations hereunder are affected by such provisions. Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Group Company or the Controlling Shareholder (whether by operation of Law or otherwise) without the prior written consent of the Holder, or by the Holder (whether by operation of Law or otherwise) without the prior written consent of the Issuer; provided that (a) no prior written Consent of the Issuer shall be required for (i) any sale or transfer of the Original Note and (b) upon the Note Exchange having been effected, any assignment or transfer by the Holder of its rights, title and interest in and under this Agreement or any of the other Refinancing Documents shall be effected in accordance with the terms of the New Note. A Person who is not a Party to this Agreement (but excluding for such purposes any permitted successors or assignees referred to in this Section 9.1) shall not have any right under the Contracts (Rights of Third Parties) Ordinance.

Section 9.2Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the Laws of Hong Kong.

Section 9.3Dispute Resolution.

(a)The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and the Original Note Documents (including a dispute regarding the existence, validity or termination of this Agreement) (each, a “Dispute”).

(b)The Parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)This Section 9.3 is for the benefit of the Holder only. The Holder shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Holder may take concurrent proceedings in any number of jurisdictions.

Section 9.4Maintenance of Address of Service. The Issuer’s registered address for service shall be 16/F Tower 5, The Gateway, Harbor City, Tsim Sha Tsui, Kowloon, Hong Kong Room A106, the registered office of Hong Kong Secoo Investment Group Limited where notices and demands to or upon the Issuer in respect of this Agreement may be served. If at any time the Issuer shall fail to maintain such required address for service or shall fail to provide the Holder with any new address in the event of a change of address, such notices and demands may be made or served at the registered office of the Issuer in the Cayman Islands.

Section 9.5Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand-delivered to the other Parties, upon delivery; (b) when sent by facsimile or electronic mail at the number set forth in Schedule 4, upon receipt of confirmation of error-free transmission; (c) seven (7) Business Days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other Parties as set forth in Schedule 4; or (d) three (3) Business Days after deposit with an overnight delivery service, postage prepaid, addressed to the other Parties as set forth in Schedule 4 with next-business-day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider. Each Person communicated hereunder by facsimile or electronic mail shall promptly confirm by telephone with the Person to whom such communication was addressed the receipt of each communication made by it by facsimile or electronic mail pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A Party may change or supplement the addresses given hereunder, or designated additional addresses, for purposes of this Section 9.5, by giving the other Parties written notice of the new address in the manner set forth above.

Section 9.6Cumulative Rights; Exclusive Remedy. Each and all of the various rights, powers and remedies of a Party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at Law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party. Without limiting the foregoing, the Parties hereto acknowledge and agree irreparable harm may occur for which monetary damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive relief to address breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.

Section 9.7Reservation of Rights. Except as otherwise expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict

the ability of the Holder to protect and preserve any of its rights, remedies and interests, including without limitation its claims against the Controlling Shareholder or any of the Group Companies, or its full participation in any bankruptcy case filed by the Controlling Shareholder or any of the Group Companies. If the Refinancing is not consummated, or if this Agreement is terminated in accordance with its terms for any reason, the Parties hereto fully reserve any and all of their respective rights. This Agreement shall not be admitted into evidence in any proceeding other than a proceeding to enforce its terms.

Section 9.8Fees and Expenses. The Parties will bear their respective expenses incurred in connection with the negotiation, execution and delivery of this Agreement and the other Refinancing Documents and the consummation of the transactions contemplated hereby and thereby; provided that the Issuer shall reimburse the Holder for all costs and expenses incurred by the Holder in an amount not exceeding US$300,000. For the avoidance of doubt, the Issuer shall only be required to reimburse the Holder for costs and expenses under this Section 9.8 or section 8.10 of the New Note, and shall in no event be required to make reimbursement under both this Note and the Refinancing Agreement.

Section 9.9Confidentiality.

(a)The terms and conditions of this Agreement and the other Refinancing Documents, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby and thereby, all exhibits and schedules attached hereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all information furnished by any Party hereto and by representatives of such Party to any other Party hereof or any of the representatives of such Party, including any non-public information concerning the organization, structure, business or financial results or condition of the Issuer or any other Group Company (collectively, the “Confidential Information”), shall be considered Confidential Information and shall not be disclosed by any Party hereto to any third Party except in accordance with the provisions set forth below.

(b)Notwithstanding the foregoing, each Party may disclose (i) the Confidential Information to its current investors, Affiliates and its and their respective employees, officers, directors, representatives, advisors, bankers, accountants or legal counsels who need to know such information, in each case only where such Persons are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 9.9 and provided that such Party shall be responsible for any breach by such Persons of such nondisclosure obligations, and (ii) the Confidential Information to any Person to which disclosure is approved in writing by the other Parties.

(c)Subject to Section 9.9(e), in the event that any Party is requested by any Governmental Authority or becomes legally compelled (including, pursuant to any applicable Tax, securities or other Laws of any jurisdiction) to disclose the existence of this Agreement or any Confidential Information, such Party (the “Disclosing Party”) shall provide the other Parties with prompt written notice of that fact and shall consult with the other Parties regarding such disclosure. At the request of any other Parties, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish

only that portion of the information that is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. For the avoidance of doubt, nothing in this Section 9.9 will prevent any Party from making any disclosures to a court of competent jurisdiction in connection with any claims made under the Refinancing Documents, including claims made pursuant to Section 9.3.

(d)Notwithstanding any other provision of this Section 9.9, the confidentiality obligations of the Parties shall not apply to: (i) information which a restricted Party learns from a third Party which the receiving Party reasonably believes to have the right to make the disclosure, provided the restricted Party complies with any restrictions imposed by the third Party; (ii) information which is rightfully in the restricted Party’s possession prior to the time of disclosure by the protected Party and not acquired by the restricted Party under a confidentiality obligation; or (iii) information which enters the public domain without breach of confidentiality by the restricted Party.

(e)Prior to the issuance of any public disclosures regarding the Refinancing, the Issuer shall consult with the Holder as to the form and substance of such public disclosures related to this Agreement or the transactions contemplated hereby, and shall afford the Holder a reasonable opportunity to review and comment on any such announcement or disclosure prior to the applicable announcement or disclosure.

Section 9.10Severability. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or Agreement which most nearly reflects the Parties’ intent in entering into this Agreement.

Section 9.11Amendments and Waivers. Any provision in this Agreement may be amended only with the prior written consent of all the Parties (in the case of any amendments). Notwithstanding the foregoing, the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Party against whom such waiver is sought. Any amendment or waiver effected in accordance with this Section 9.11 shall be binding upon all of the Parties or the relevant Party (as the case may be) and their respective successors and assigns.

Section 9.12Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party, nor shall it be construed to be a waiver of any such breach or default, or of an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall it be construed to be any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement or any waiver on the part of any Party of any provisions or

conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by Law or otherwise afforded to any Party, shall be cumulative and not alternative.

Section 9.13No Presumption. The Parties acknowledge that any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

Section 9.14Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures in portable document format (PDF) shall be deemed to be originals for purposes of the effectiveness of this Agreement.

Section 9.15Entire Agreement. This Agreement and the other Refinancing Documents, together with all schedules and exhibits hereto and thereto, constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof, and supersede all other agreements between or among any of the Parties with respect to the subject matters hereof and thereof.

Section 9.16No Fiduciary Duty. The Parties acknowledge and agree that nothing in this Agreement or the other Refinancing Documents shall create any fiduciary duty between the Holder or its Affiliates and the Group.

Section 9.17Effectiveness and Validity. This Agreement shall become effective upon execution and delivery of this Agreement by each Party.

[Signature pages follow]

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


	For and on behalf of:
	SECOO ITALIA SRL

	(Company Seal)

	/s/ Yinzuo Liu

	Name: Yinzuo Liu
	Designation: Director