REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser with respect to the issuance of “restricted securities” (the “Purchase Agreement”).
WARRANT AGREEMENTWarrant Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd. • New York
This agreement is made as of [●], 2018 between EdtechX Holdings Acquisition Corp., a Delaware corporation, with offices at c/o IBIS Capital Limited, 22 Soho Square, London W1D 4NS, United Kingdom (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Warrant Agent”).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT METEN HOLDING GROUP LTD.Meten Holding Group Ltd. • August 11th, 2022 • Services-educational services
THIS PRE-FUNDED ORDINARY SHARE 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 August 8, 2022 (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meten Holding Group Ltd., a Cayman Islands company (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2020, by and between Meten EdtechX Education Group Ltd., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and _____________ (the “Indemnitee”), a director of the Company.
METEN HOLDING GROUP LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2021 • Meten Holding Group Ltd. • Services-educational services • New York
The undersigned, Meten Holding Group Ltd, formerly known as Meten EdtechX Education Group Ltd., a Cayman Islands company limited by shares (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2021 • Meten Holding Group Ltd. • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 9, 2021, is by and among Meten Holding Group Ltd., a Cayman Islands company with headquarters located at 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518000, People’s Republic of China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2022, between Meten Holding Group Ltd., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2022, between Meten Holding Group Ltd., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Shareholder Rights Entrustment AgreementShareholder Rights Entrustment Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 7th, 2023 • Meten Holding Group Ltd. • Services-educational services • New York
This Agreement is dated as of August 1, 2023 (the “Execution Date”) by and between Meten Holding Group Ltd., a Cayman Islands company (the “Company”), and Future Satoshi Ltd., a British Virgin Islands company (the “Purchaser”).
VOTING AGREEMENTVoting Agreement • June 4th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • Delaware
This Voting Agreement (this “Agreement”), dated as of March 30, 2020 (the “Effective Time”), is entered into by and among EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (“Holdco”), Meten International Education Group, a Cayman Islands exempted company (the “Company”), each individual and entity listed on the signature pages hereto as an “EdtechX Sponsor” (each, an “EdtechX Sponsor”) and each individual and entity listed on the signature pages hereto as a “Company Shareholder” (each, a “Company Shareholder”, and together with the EdtechX Sponsors, the “Shareholders”). EdtechX, Holdco, the Company, and the Shareholders are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 30th day of March, 2020, by and among Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Company Shareholders on the signature page hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
LOCK-UP AGREEMENTLock-Up Agreement • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2020 by and among (i) Meten EdtechX Education Group Ltd., a Cayman Islands company, (including any successor entity thereto, “Holdco”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below). Each of Holdco and Holder shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
Equity Pledge AgreementEquity Pledge Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
Exclusive Technical Service and Management Consulting Agreement amongst Zhuhai Meizhilian Education Technology Co., Ltd. and Domestic Affiliates as shown in Annex I November 23, 2018Management Consulting Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
Exclusive Call Option Agreement Zhuhai Meizhilian Education Technology Co., Ltd. amongst Domestic Affiliates as shown in Annex I and Meten Education Shareholders as shown in Annex II November 23, 2018Exclusive Call Option Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
Business Cooperation Agreement amongst Zhuhai Likeshuo Education Technology Co., Ltd. Domestic Affiliates as shown in Annex I and Likeshuo Education Shareholders as shown in Annex II November 23, 2018Business Cooperation Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
Exclusive Technical Service and Management Consulting Agreement amongst Zhuhai Likeshuo Education Technology Co., Ltd. and Domestic Affiliates as shown in Annex IManagement Consulting Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 12th, 2021 • Meten Holding Group Ltd. • Services-educational services • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Meten Holding Group Ltd. (the “Company”), hereby agrees to sell up to approximately $20,000,000 of securities of the Company directly to accredited investors (each, an “Investor” and collectively, the “Investors”) through Aegis Capital Corp., as placement agent (the “Placement Agent).
EdtechX Holdings Acquisition Corp. c/o IBIS Capital Limited, 3rd Floor London W1D 4NSMeten EdtechX Education Group Ltd. • March 6th, 2020 • Services-educational services • New York
We are pleased to accept the offer ______________ (the “Subscriber” or “you”) has made to purchase up to an aggregate of __________ units (the “Units”) of EdtechX Holdings Acquisition Corp., a Delaware corporation (the “Company”), each Unit comprised of shares and warrants in the same proportions and amounts as the components of the units the Company will issue in its initial public offering (the “IPO”), with the exact number of Units to be purchased by you being determined by the Company, in its sole discretion, based on the capital needs of the Company in connection with the Business Combination (defined below). The number of Units being purchased hereunder and the securities underlying such Units, collectively, are hereinafter referred to as the “Securities”. The IPO is expected as of the date hereof to generate gross proceeds to the Company in the amount of between $50,000,000 and $75,000,000 (exclusive of the over-allotment option to be granted to the underwriters). The terms on w
Equity Pledge AgreementEquity Pledge Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
Spouse UndertakingEntrustment Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
Business Cooperation Agreement amongst Zhuhai Meizhilian Education Technology Co., Ltd. Domestic Affiliates as shown in Annex I and Meten Education Shareholders as shown in Annex II November 23, 2018Business Cooperation Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 30, 2020, by and among Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (the “Company”) and Xiamen ITG Education Group CO., LTD (厦门国贸教育集团有限公司) , a limited liability company, validly existing and in good standing under the laws of the People’s Republic of China (the “Investor”).
Exclusive Call Option Agreement Zhuhai Likeshuo Education Technology Co., Ltd. amongst Domestic Affiliates as shown in Annex I and Likeshuo Education Shareholders as shown in Annex II November 23, 2018Exclusive Call Option Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
AEGIS CAPITAL CORP.Meten Holding Group Ltd. • August 11th, 2022 • Services-educational services • New York
The purpose of this placement agent agreement (the “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis as to (a) securities sold under its shelf registration statement or other than pursuant to a registration statement in connection with the proposed Placements and (b) any securities sold other than pursuant to a registration statement in connection with the proposed placement (the “Placements”) by Meten Holding Group Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of its Ordinary Shares and warrants (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placements are premised. The Company confirms that entry into this Agreement and completion of the Placements with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
Lock-up AgreementLock-Up Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services
The undersigned understands that Meten Holding Group Ltd., a Cayman Islands company (the “Company”), intends to enter into Securities Purchase Agreements (the “SPAs”) with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPAs, providing for the registered direct offering (the “Public Offering”) and private placement (the “Private Placement” and together with the Public Offering, the “Transaction”) of ordinary shares of the Company (“Shares”) and warrants and pre-funded warrants (together, “Warrants”) to purchase Shares, and in connection therewith, to enter into a registration rights agreement with the Investors.
DATED 2023-12-10 FUTURE SALES AND PURCHASE AGREEMENT BETWEEN BITMAIN TECHNOLOGIES DELAWARE LIMITED (“BITMAIN”) and Meten Block Chain LLC (“PURCHASER”) Pages 1 of 26Sales and Purchase Agreement • April 15th, 2024 • BTC Digital Ltd. • Finance services
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • December 7th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
This WARRANT EXERCISE AGREEMENT (this “Agreement”) is entered into as of December 4, 2020, by and between Meten EdtechX Education Group Ltd., a Cayman Islands exempted company listed on the NASDAQ (stock symbol METX) (the “Company”), IBIS CAPITAL SPONSOR LLC (“IBIS”) and IBIS CAPITAL SPONSOR II LLC (“IBIS II”, collectively with IBIS, the “Sponsors”). Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Warrant Agreement (as defined below).
Amendment No. 1 to the Asset Transfer AgreementAsset Transfer Agreement • July 14th, 2023 • Meten Holding Group Ltd. • Services-educational services
Spouse UndertakingEntrustment Agreement • January 9th, 2020 • Meten EdtechX Education Group Ltd.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2024 • BTC Digital Ltd. • Finance services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, by and between BTC Digital Ltd., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and _____________ (the “Indemnitee”), a director of the Company.
Asset Transfer AgreementAsset Transfer Agreement • April 15th, 2024 • BTC Digital Ltd. • Finance services
Joint Venture AgreementJoint Venture Agreement • December 22nd, 2021 • Meten Holding Group Ltd. • Services-educational services • Hong Kong
In view of this, according to the provisions of relevant laws, regulations and normative documents, the three parties reached the following consensus through friendly consultation and signed this Agreement for mutual observance.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amended and Restated Registration Rights Agreement”) is entered into as of March [●], 2020, by and among EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (“Holdco”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”), amends and restates in its entirety the Registration Rights Agreement dated as of October 5, 2018 by and among EdtechX and the Investors (the “Prior Agreement”).
