Tarena International, Inc. Sample Contracts
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 • May 25th, 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).
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”):
AGREEMENT AND PLAN OF MERGER among KIDEDU HOLDINGS LIMITED, KIDARENA MERGER SUB and TARENA INTERNATIONAL, INC. Dated as of April 30, 2021Merger Agreement • 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.
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.”
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.
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
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”).
Beijing Commodity Housing Presale ContractBeijing Commodity Housing Presale Contract • April 25th, 2017 • Tarena International, Inc. • Services-educational services
Advisory AgreementAdvisory Agreement • April 25th, 2025 • TCTM Kids IT Education Inc. • Services-educational services • New York
This agreement (the “Agreement”) is made as of [ ], 2025, by and between TCTM Kids IT Education Inc. (the “Company”), a Cayman Islands exempted company, with its principal offices at 19/F, Building A, Vanke Times Center, No.186 Beiyuan Road, Chaoyang District, Beijing, PRC, The People’s Republic of China and [ ] (the “Advisor”).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • May 25th, 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).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 7th, 2025 • TCTM Kids IT Education Inc. • Services-educational services • New York
This Share Purchase Agreement (this “Agreement”) is dated as of April 1, 2025, between TCTM Kids IT Education Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
VisionSys AI IncPlacement Agent Agreement • November 20th, 2025 • VisionSys AI Inc • Services-educational services • New York
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 InstructionsSale Contract for Commercial Housing • April 28th, 2023 • Tarena International, Inc. • Services-educational services
Gaohuiqiangxue Software (Hainan) Co., Ltd. Investment Agreement April 2023Investment 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:
FORM OF ORDINARY SHARES PURCHASE WARRANT TCTM KIDS IT EDUCATION INC.Security Agreement • July 29th, 2025 • TCTM Kids IT Education Inc. • Services-educational services
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TCTM Kids IT Education Inc., a Cayman Islands company (the “Company”), up to ________ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is part of units (“Units”), each Unit consisting of one Class A ordinary share, par value US$0.001 per share (the “Ordinary Shares”) and a Warrant (the “Warrant”), each to purchase up to one Ordinary Share, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of , 2025 among the Company and the purchasers signatory
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...Shareholder 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
STRATEGIC ADVISOR AGREEMENTStrategic Advisor Agreement • October 10th, 2025 • VisionSys AI Inc • Services-educational services • New York
THIS STRATEGIC ADVISOR AGREEMENT (this “Agreement”) is made and entered into as of October 4, 2025 (the “Effective Date”) by and between VisionSys AI Inc., a Cayman Islands exempted company (the “Company”), and Clocktower BV (the “Strategic Advisor”).
ContractIntangible Asset Purchase Agreement • April 7th, 2025 • TCTM Kids IT Education Inc. • Services-educational services
THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY ***, THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2025 • VisionSys AI Inc • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 24, 2025 by and between VisionSys AI Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Hakob Sirounian, 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 parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
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
TCTM Kids IT Education Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • July 21st, 2025 • TCTM Kids IT Education Inc. • Services-educational services • New York
Indenture, dated as of [·], 20__, among TCTM Kids IT Education Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [Trustee], as trustee (the “Trustee”):
LOCK-UP AGREEMENTLock-Up Agreement • November 20th, 2025 • VisionSys AI Inc • Services-educational services
Re: Securities Purchase Agreement, dated as of November 11, 2025 (the “Agreement”), between VisionSys AI Inc, a Cayman Islands exempted company (the “Company”) and the purchasers signatory thereto (each a “Purchaser”, and collectively, the “Purchasers”)
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