On January 16, 2024, Mo Chen entered into a Cooperation Agreement with TuSimple Holdings Inc which was negotiated between Mo Chen and a special committee of the Board comprised solely of independent directors on behalf of the Company, in connection with the Special Committee?s determination to approve and authorize the delisting and deregistration of the Company?s Class A Common Stock. The Cooperation Agreement requires the Company to amend the Company?s Amended and Restated Bylaws to provide that the Board will consist of at least three independent directors and to require that any transaction with Mo Chen would require the approval of a majority of independent directors, a committee composed solely of independent directors or a majority of the disinterested holders of the Common Stock. During the Standstill Period, Mo Chen has agreed to vote all voting shares Beneficially Owned (as defined in the Cooperation Agreement) by him in favor of the Company?s nominees to serve as independent directors at any meeting of the Company?s stockholders occurring during the Standstill Period.

Additionally, pursuant to the Cooperation Agreement, during the Standstill Period (i) any Extraordinary Transaction between the Company or its subsidiaries and Mo Chen shall be negotiated with and approved by a special committee of the Board comprised solely of independent directors or by a majority of independent directors then serving on the Board and (ii) Mo Chen shall not directly or indirectly participate in any such Extraordinary Transaction unless the terms of such Extraordinary Transaction provide for the same type and amount of per share consideration in respect of shares of Common Stock and/or any other equity securities of the Company subject to such transaction.