INDEMNIFICATION AGREEMENTIndemnification Agreement • February 27th, 2014 • Tarena International, Inc. • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2014 by and between Tarena International, Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
DEPOSIT AGREEMENT by and among Tarena International, Inc. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of April 2, 2014Deposit Agreement • July 3rd, 2014 • Tarena International, Inc. • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of April 2, 2014, by and among (i) Tarena International, Inc., a company organized and existing under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
ContractExclusive Option Agreement • April 28th, 2023 • Tarena International, Inc. • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 29, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”):
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2014 • Tarena International, Inc. • Services-educational services
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 201 by and between Tarena International, Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “Group”).
LIMITED GUARANTEELimited Guarantee • July 6th, 2021 • Tarena International, Inc. • Services-educational services • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of April 30, 2021, is made by Ascendent Capital Partners III, L.P. (the “Guarantor”), in favor of Tarena International, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Unless otherwise indicated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among KIDEDU HOLDINGS LIMITED, KIDARENA MERGER SUB and TARENA INTERNATIONAL, INC. Dated as of April 30, 2021Agreement and Plan of Merger • May 3rd, 2021 • Tarena International, Inc. • Services-educational services • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 30, 2021, is entered into by and among Kidedu Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Kidarena Merger Sub, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and Tarena International, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Unless otherwise indicated or elsewhere defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.
ContractShare Pledge Agreement • April 28th, 2023 • Tarena International, Inc. • Services-educational services
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 29, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”):
ContractLoan Agreement • April 28th, 2023 • Tarena International, Inc. • Services-educational services
This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of August 29, 2022 in Beijing, People's Republic of China (“PRC” or “China”):
Second Amended and Restated Exclusive Option AgreementExclusive Option Agreement • April 25th, 2017 • Tarena International, Inc. • Services-educational services
This Second Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of July 5, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Exclusive Option AgreementExclusive Option Agreement • April 19th, 2024 • TCTM Kids IT Education Inc. • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of July 24, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2015 • Tarena International, Inc. • Services-educational services • New York
The Investor on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”
Amended and Restated Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • February 27th, 2014 • Tarena International, Inc. • Services-educational services
This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 19th, 2014 • Tarena International, Inc. • Services-educational services • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on February 27, 2014 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
Tarena International, Inc. 15,300,000 American Depositary Shares Representing 15,300,000 Class A Ordinary Shares (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • March 27th, 2014 • Tarena International, Inc. • Services-educational services • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [—], 2014, among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one Class A Ordinary Share deposited pursuant to the Deposit Agreement.
REGISTRATION RIGHTS AGREEMENT by and between Tarena International, Inc. and Talent Fortune Investment LimitedRegistration Rights Agreement • April 20th, 2016 • Tarena International, Inc. • Services-educational services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 17, 2015, by and between Tarena International, Inc., a Cayman Islands exempted company (the “Company”), and Talent Fortune Investment Limited, a Cayman Islands limited liability company (“KKR”).
TARENA INTERNATIONAL, INC. DIRECTOR SERVICE AGREEMENTDirector Service Agreement • February 27th, 2014 • Tarena International, Inc. • Services-educational services • New York
This Director Service Agreement (the “Agreement”) is made and entered into as of , 2014, by and between Tarena International, Inc., a Cayman Islands company (the “Company”), and , an individual (“Director”).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • July 6th, 2021 • Tarena International, Inc. • Services-educational services • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2021 by and among Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the persons set forth on Schedule A hereto (each, a “Rollover Shareholder” and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ContractExclusive Business Cooperation Agreement • April 28th, 2023 • Tarena International, Inc. • Services-educational services
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on August 29, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Sale Contract for Commercial Housing in Beijing InstructionsTarena International, Inc. • April 28th, 2023 • Services-educational services
Gaohuiqiangxue Software (Hainan) Co., Ltd. Investment Agreement April 2023Restructuring Agreement • April 28th, 2023 • Tarena International, Inc. • Services-educational services
This Investment Agreement (hereinafter referred to as the “Agreement”) is entered into on April 28, 2023 (hereinafter “Signing Date”) in Beijing, the People's Republic of China (hereinafter referred to as “China” and for the purpose of this Agreement excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan Region of China) by and between the following parties:
Beijing Commodity Housing Presale ContractTarena International, Inc. • April 25th, 2017 • Services-educational services
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED THIS SEPTEMBER 6, 2011 BY AND AMONG TARENA INTERNATIONAL, INC. (as “Company”) each of the Persons listed on Schedule 1 hereto (as “Investors”) the Person listed on Schedule 2 hereto (as...Shareholders’ Agreement • February 27th, 2014 • Tarena International, Inc. • Services-educational services • Hong Kong
This SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of September 6, 2011 by and among (i) Tarena International, Inc., an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), (ii) Goldman Sachs Investment Partners Master Fund, L.P. (“GS Master Fund”), Goldman Sachs Investment Partners Private Opportunities Holdings, L.P. (“GS Private Opportunities Holdings”, and together with GS Master Fund, “GS”) and the persons identified on Schedule 1 of this Agreement (each individually an “Existing Investor” and collectively the “Existing Investors” and together with GS, the “Investors”), (iii) the person identified on Schedule 2 of this Agreement (the “Founder”), (iv) Connion Capital Limited, a business company with limited liability duly incorporated and validly existing under the Laws of the British Virgin Islands (the “Key Holder”), (v) Zhao Mei, a PRC citizen with passport number of *** (the “Existing Ho
Beijing Commodity Housing Presale ContractTarena International, Inc. • April 25th, 2017 • Services-educational services
In accordance with the Contract Law of the People’s Republic of China, the Law of the People’s Republic of China on Administration of Urban Real Estate, the Measures on the Administration of Urban Real Estate Transfer in Beijing and other relevant laws and regulations, the Seller and the Buyer, on the basis of equality, voluntariness and fairness and through negotiations, do hereby agree as follows with respect to the purchase and sale of commercial house:
Share Pledge AgreementShare Pledge Agreement • April 19th, 2024 • TCTM Kids IT Education Inc. • Services-educational services
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on July 24, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Loan AgreementLoan Agreement • April 19th, 2024 • TCTM Kids IT Education Inc. • Services-educational services
This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of July 24, 2023 in Beijing, People's Republic of China (“PRC” or “China”):
Equity Transfer Agreement between Tarena Software Technology (Hangzhou) Co., Ltd. and Tarena Technologies Inc. December 24, 2023Equity Transfer Agreement • April 19th, 2024 • TCTM Kids IT Education Inc. • Services-educational services
Equity Transfer Agreement between Tarena Software Technology (Hangzhou) Co., Ltd. and Tarena Technologies Inc. December 24, 2023Equity Transfer Agreement • December 26th, 2023 • Tarena International, Inc. • Services-educational services
