Execution Version
Exhibit-4.40
THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
REPURCHASE AGREEMENT
This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into on March 13, 2023, by and between:
(1) LexinFintech Holdings Ltd. (乐信控股有限公司), a Cayman Islands exempted company (the “Company”); and
(2) PAGAC Lemongrass Holding I Limited, a Cayman Islands exempted company (the “Holder”).
Capitalized terms not otherwise defined herein shall have the respective meanings given to them in the Note Purchase Agreement or the Note (each as defined below).
RECITALS
WHEREAS, pursuant to that certain Note Purchase Agreement dated September 11, 2019 between the Company and the Holder (the “Note Purchase Agreement”), the Company issued to the Holder a convertible senior note dated September 16, 2019 in the principal amount of US$300,000,000 (the “Note”). As of the date hereof, 100% of the principal amount (US$300,000,000) remains outstanding under the Note.
WHEREAS, pursuant to Section 5.1 of the Note, the Holder has the right to require the Company to repurchase for cash on September 16, 2023 (the “Original Repurchase Date”), all or any portion (if the portion to be repurchased is an integral of US$1,000) of the Note at a repurchase price equal to 100% of the principal amount of the Note to be repurchased, plus accrued and unpaid interest to the Original Repurchase Date (such right, the “Repurchase Option”).
WHEREAS, in lieu of exercising the Repurchase Option on the Original Repurchase Date, the parties hereto desire to enter into this Agreement to provide for, among other things, the repurchase of the Note in installments on terms as set out herein.
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
REPURCHASE
provided, in the case of (a), (b) and (c) above, that if the Company fails to notify the Holder of the principal amount to be repurchased on any Repurchase Date in accordance with Section 1.3(a), the principal amount to be repurchased on such Repurchase Date shall be determined in accordance with the last sentence of Section 1.3(a).
2
3
REPRESENTATIONS AND WARRANTIES
4
CERTAIN AGREEMENTS
5
MISCELLANEOUS
6
If to the Company:
LexinFintech Holdings Ltd. (乐信控股有限公司)
Address: 27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518052
The People’s Republic of China
Email: ********
Attention: ********
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
Address: c/o 42/F Edinburgh Tower, The Landmark
15 Queen’s Road Central, Hong Kong
Email: ********
Attention: ********
If to the Holder:
PAGAC Lemongrass Holding I Limited
Address: 33/F, Three Pacific Place
1 Queen’s Road East, Hong Kong
Email: ********
Attention: ********
with a copy (which shall not constitute notice) to:
7
Fenwick & West LLP
Address: Unit 908, 9th Floor, Kerry Parkside Office
No. 1155 Fang Dian Road
Pudong New Area, Shanghai 201204
The People’s Republic of China
Email: ********
Attention: ********
A party may change or supplement the addresses given above by giving the other party written notice thereof in the manner set forth above.
8
[Signature Pages Follow]
9
IN WITNESS WHEREOF, the parties hereto have caused their respective signature page to this Agreement to be duly executed on the date first written above.
LEXINFINTECH HOLDINGS LTD.
(乐信控股有限公司)
By: /s/ Jay Wenjie Xiao__________________
Name: Jay Wenjie Xiao
Title: Chief Executive Officer
[Signature Page to Repurchase Agreement]
IN WITNESS WHEREOF, the parties hereto have caused their respective signature page to this Agreement to be duly executed on the date first written above.
PAGAC LEMONGRASS HOLDING I LIMITED
By: /s/ David Jaemin Kim________________
Name: David Jaemin Kim
Title: Authorized Signatory
[Signature Page to Repurchase Agreement]
Schedule I
[Redacted]