DEPOSIT AGREEMENT by and among ONESMART INTERNATIONAL EDUCATION GROUP LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS...Deposit Agreement • March 16th, 2018 • OneSmart International Education Group LTD • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of March [·], 2018, by and among (i) OneSmart International Education Group Limited, a company incorporated in the Cayman Islands, with its principal executive office at 65 West Guangfu Road, Putuo District, Shanghai 200063 People’s Republic of China and its registered office at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2018 by and between OneSmart International Education Group Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2022 • OneSmart International Education Group LTD • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 24, 2022 by and between OneSmart International Education Group Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Xiaoming Li (the “Executive”).
FORM OF CLASS A ORDINARY SHARES PURCHASE WARRANT META DATA LIMITEDMeta Data LTD • January 3rd, 2024 • Services-educational services
THIS CLASS A 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 the Issuance Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meta Data Limited, a Cayman Islands exempted company (the “Company”), up to _____ Class A 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 shares, par value $0.0005 per share, (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase 1 Ordinary Share, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreemen
FORM OF CLASS A ORDINARY SHARES PURCHASE WARRANT META DATA LIMITEDMeta Data LTD • July 12th, 2023 • Services-educational services
THIS CLASS A 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 the Issuance Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meta Data Limited, a Cayman Islands exempted company (the “Company”), up to _____ Class A 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 shares, par value $0.0005 per share, (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase 1 Ordinary Share, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreemen
Exclusive Purchase Right AgreementOption Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
Shareholders’ Voting Rights AgreementShareholders’ Voting Rights Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
Equity Pledge AgreementEquity Pledge Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 3rd, 2022 • Meta Data LTD • Services-educational services • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of October 28, 2022 by and among (i) Muckle Capital Investment Co., Ltd., a British Virgin Islands company (the “Purchaser”), (ii) One Smart Edu Inc., a British Virgin Islands company (the “Company”), and (iii) Meta Data Limited, a Cayman Islands exempt company (“Meta Data” or the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Exclusive Technology and Consultation Service AgreementTechnology and Consultation Service Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
This Exclusive Technology and Consultation Service Agreement (“Agreement”) is executed in Shanghai, the People’s Republic of China (“PRC”) on January 24, 2018 by and between:
Loan AgreementLoan Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
OneSmart International Education Group Limited AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
SHAREHOLDERS AGREEMENTShareholders Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
A As of the date hereof, the Ordinary Shareholder owns 100% of the issued shares of the Company, the Company owns 100% of the issued shares of the BVI Company, and the BVI Company owns 100% of the share capital of the HK Company.
Shareholders’ Voting Rights AgreementShareholders’ Voting Rights Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
And 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 hereby agree as follows:
Exclusive Purchase Right AgreementExclusive Purchase Right Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
And 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 hereby agree as follows:
PAYMENT ARRANGEMENT AGREEMENTPayment Arrangement Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
THIS PAYMENT ARRANGEMENT AGREEMENT (this “Agreement”) is made and entered into in Shanghai, the People’s Republic of China on December 12, 2017 by and among:
Equity Pledge AgreementEquity Pledge Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
SERIES A-1 PREFERRED SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
THIS SERIES A-1 PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into on April 21, 2017 (the “Effective Date”) by and among:
PAYMENT ARRANGEMENT AGREEMENTPayment Arrangement Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
THIS PAYMENT ARRANGEMENT AGREEMENT (this “Agreement”) is made and entered into in Shanghai, the People’s Republic of China on January 29, 2018 by and among:
Exclusive Technology and Consultation Service AgreementExclusive Technology and Consultation Service Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
This Exclusive Technology and Consultation Service Agreement (“Agreement”) is executed in Shanghai, the People’s Republic of China (“PRC”) on November 1, 2017 by and between:
Loan AgreementLoan Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
SHARE SWAP AGREEMENTShare Swap Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
THIS SHARE SWAP AGREEMENT (this “Agreement”), dated as of February 1, 2020 (the “Execution Date”), is entered into by and among the following parties:
LOAN FRAMEWORK AGREEMENTLoan Framework Agreement • December 16th, 2019 • OneSmart International Education Group LTD • Services-educational services
WHEREAS, the Lender intends to lend to the Borrower amounts which may be converted into a capital increase by the Lender to the Borrower in the future (the “Conversion into Investment”), as fully agreed by the parties through consultation. NOW, THEREFORE, in consideration of the foregoing borrowing and the Conversion into Investment, the parties hereby enter into this Agreement to be bound hereby.
FORM OF CLASS A ORDINARY SHARES PURCHASE WARRANT META DATA LIMITEDMeta Data LTD • August 11th, 2022 • Services-educational services
THIS CLASS A 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 the Issuance Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meta Data Limited, a Cayman Islands exempted company (the “Company”), up to _____ Class A 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 shares, par value $0.000001 per share, (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase 0.5 Ordinary Shares, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
SENIOR FACILITIES AGREEMENT Dated 27 MARCH 2019 FORSenior Facilities Agreement • December 16th, 2019 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
Equity Interest Pledge AgreementInterest Pledge Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services
This Equity Interest Pledge Agreement (this “Agreement”) is executed by and among the following Parties as of February 1, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
LOAN FRAMEWORK AGREEMENTLoan Framework Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services
WHEREAS, the Lender intends to lend to the Borrower amounts which may be converted into a capital increase by the Lender to the Borrower in the future (the “Conversion into Investment”), as fully agreed by the parties through consultation. NOW, THEREFORE, in consideration of the foregoing borrowing and the Conversion into Investment, the parties hereby enter into this Agreement to be bound hereby.
Exclusive Option AgreementExclusive Option Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 1, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services
This Exclusive Business Cooperation Agreement (“Agreement”) is made and entered into by and between the following Parties on February 1, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
LOAN FRAMEWORK AGREEMENTLoan Framework Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services
WHEREAS, the Lender intends to lend to the Borrower or its subsidiaries amounts, as fully agreed by the parties through consultation. NOW, THEREFORE, in consideration of the foregoing borrowing, the parties hereby enter into this Agreement to be bound hereby.
