Lixiang Education Holding Co. Ltd. Sample Contracts

DEPOSIT AGREEMENT by and among LIXIANG EDUCATION HOLDING CO., LTD. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2020
Deposit Agreement • September 30th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services • New York

DEPOSIT AGREEMENT, dated as of [●], 2020, by and among (i) Lixiang Education Holding Co., Ltd., an exempted company with limited liability incorporated 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 (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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16,667,000 Shares LIXIANG EDUCATION HOLDING CO., LTD. ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • September 23rd, 2020 • Lixiang Education Holding Co . LTD • Services-educational services • New York

Lixiang Education Holding Co., Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 16,667,000 ordinary shares, par value US$0.0001 per share, of the Company (the “Firm Shares”) in the form of 3,333,400 American Depositary Shares (as defined below).

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LIXIANG EDUCATION HOLDING CO., LTD. FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services • New York

This Indemnification Agreement (this “Agreement”), dated as of , 20 , is executed by and between Lixiang Education Holding Co., Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , a [director and/or executive officer] of the Company (the “Indemnitee”).

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LIXIANG EDUCATION HOLDING CO., LTD.
Option Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services • Hong Kong

THIS OPTION AGREEMENT (this “Option Agreement”), dated ___________________, by and between Lixiang Education Holding Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and __________________________ (the “Participant”) evidences the option (the “Option”) granted by the Company to the Participant as to the number of the Company’s ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), first set forth below.

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LIXIANG EDUCATION HOLDING CO., LTD. FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services • New York

This Executive Employment Agreement, dated as of , 20 (this “Agreement”), is executed by and between Lixiang Education Holding Co., Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual with passport/ID number (the “Executive”).

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Exclusive Technical Service and Business Consulting Agreement
Exclusive Technical Service and Business Consulting Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

This Exclusive Technical Service and Business Consulting Agreement (hereinafter referred to “this Agreement”) was entered into by the following Parties on April 2, 2024:

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Loan Agreement
Loan Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

Party A：Zhejiang Mengxiang Consulting Services Co., Ltd., a wholly foreign-owned enterprise legally incorporated and existing under the laws of PRC; Unified Social Credit Code: 91331100MA2E0B7832; Address: Room 102, 1F, No.227 Dayang North Road, Baiyun Street, Liandu District, Lishui City, Zhejiang Province (hereinafter referred to as “WFOE” or “Party A”).

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Proxy Agreement for Shareholders
Proxy Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

This Proxy Agreement for Shareholders (hereinafter referred to as ” this Agreement”) is entered into on April 2, 2024 by the following parties:

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Business Cooperation Agreement Zhejiang Mengxiang Consulting Services Co., Ltd. And Lishui Overseas Chinese Senior High School Zhejiang Lishui Mengxiang Education Development Co., Ltd. And Ye Fen Ye Hong dated April 2, 2024
Business Cooperation Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

This Business Cooperation Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties on dated April 2, 2024 :

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Exclusive Call Option Agreement
Exclusive Call Option Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

This Exclusive Call Option Agreement (hereinafter referred to as “this Agreement”) was entered into by the following parties on April 2, 2024:

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Equity Pledge Agreement
Equity Pledge Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

This Equity Pledge Agreement (hereinafter referred to “this Agreement”) was entered into by the following Parties on April 2, 2024:

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Proxy Agreement for School’s Sponsor and Council Members
Proxy Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

This Proxy Agreement for Council Members (hereinafter referred to as “this Agreement”) is made and entered into on April 2, 2024 by the following parties:

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The Supplemental Agreement of the Exclusive Technical Service and Business Consulting Agreement
Supplemental Agreement of the Exclusive Technical Service and Business Consulting Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Exclusive Technical Service and Business Consulting Agreement (hereinafter referred to this “Supplemental Agreement”) was entered into by the following Parties on November 29, 2018:

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Proxy Agreement for School’s Sponsor and Directors
Proxy Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Proxy Agreement for Directors (hereinafter referred to as “this Agreement”) is made and entered into on October, 2018 by the following parties:

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The Supplemental Agreement of the Loan Agreement
Supplemental Agreement of the Loan Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Loan Agreement (hereinafter referred to as “this Supplemental Agreement”) was signed by the following parties on November 29, 2018:

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The Supplemental Agreement of the Proxy Agreement for School’s Sponsor and Directors
Supplemental Agreement of the Proxy Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Proxy Agreement for School’s Sponsors and Directors (hereinafter referred to as “this Supplemental Agreement”) was signed by the following parties on November 29, 2018:

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SHARE SUBSCRIPTION AGREEMENT By and Among [Purchaser] and Lixiang Education Holding Co., Ltd. Contents
Share Subscription Agreement • November 29th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

1、 Lixiang is an exempted company with limited liability validly incorporated and existing under the laws of the Cayman Islands. As of the date of this Agreement, the authorized share capital of Lixiang is US$2,000,000 divided into 20,000,000,000 shares with a par value of US$0.0001 each, consisting of (i) 19,700,000,000 Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”), (ii) 100,000,000 Class B ordinary shares of a par value of US$0.0001 each (the “Class B Ordinary Shares”), and (iii) 200,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors of Lixiang may determine in accordance with the Amended M&A. As of the date of this Agreement, there are 71,667,000 Class A Ordinary Shares issued and outstanding, including 66,667,000 Class A Ordinary Shares represented by 666,670 American depositary shares (“ADSs”) that Lixiang has publicly issued. As of the date of this Agreement, each ADS r

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LIXIANG EDUCATION HOLDING CO., LTD.
Restricted Share Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services • Hong Kong

THIS RESTRICTED SHARE AGREEMENT (this “Agreement”), dated ___________________, by and between Lixiang Education Holding Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and __________________________ (the “Participant”) evidences a right (the “Restricted Shares”) granted by the Company to the Participant to the number of the Company’s ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), first set forth below:

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The Supplemental Agreement of the Exclusive Technical Service and Business Consulting Agreement II
Supplemental Agreement of the Exclusive Technical Service and Business Consulting Agreement Ii • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Exclusive Technical Service and Business Consulting Agreement (hereinafter referred to this “Supplemental Agreement”) was entered into by the following Parties on March 29, 2019:

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Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [******]. Cooperation in Running a School Agreement
Cooperation in Running a School Agreement • April 30th, 2025 • Lixiang Education Holding Co. Ltd. • Services-educational services

In accordance with the principles of equality, voluntariness, and mutual benefit, Party A and Party B hereby enter into this agreement on cooperation in running a school after friendly consultations.

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The Supplemental Agreement of the Business Cooperation Agreement
Business Cooperation Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Business Cooperation Agreement (hereinafter referred to as “this Supplemental Agreement”) was signed by the following parties on November 29, 2018:

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Regarding Hangzhou Youxi Information Technology Co., Ltd. Equity Transfer Agreement January 2021
Equity Transfer Agreement • April 30th, 2021 • Lixiang Education Holding Co. Ltd. • Services-educational services

Gamefield Hong Kong Limited, a limited company legally incorporated and legally and validly existing in Hong Kong, the People’s Republic of China (hereinafter referred to as “China”), its registered address is RM 1902 EASEY COMM BLDG 253-261 HENNESSY ROAD WANCHAI, HK;

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Exclusive Call Option Agreement
Exclusive Call Option Agreement • May 1st, 2023 • Lixiang Education Holding Co. Ltd. • Services-educational services

This Exclusive Call Option Agreement (hereinafter referred to as “this Agreement”) was entered into by the following parties on March 28, 2023:

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The Supplemental Agreement of the Business Cooperation Agreement
Supplemental Agreement of the Business Cooperation Agreement • June 18th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Business Cooperation Agreement (hereinafter referred to as “this Supplemental Agreement”) was signed by the following parties on November 29, 2018:

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The Supplemental Agreement of the Proxy Agreement for Shareholders
Supplemental Agreement of the Proxy Agreement for Shareholders • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Proxy Agreement for Shareholders (hereinafter referred to as “this Supplemental Agreement”) was signed by the following parties on November 29, 2018:

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Sponsorship Interests Transfer Agreement of Qingtian Overseas Chinese Experimental High School
Sponsorship Interests Transfer Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services • Hong Kong

With respect to sponsorship interests transfer of Qingtian Overseas Chinese Experimental High School (hereinafter referred to as “Overseas Chinese Experimental High School”), the Parties entered into Sponsorship Interests Transfer Agreement of Qingtian Overseas Chinese Experimental High School (hereinafter referred to as “this Agreement”) through friendly consultation on January 15, 2024, for mutual compliance.

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Spouse Undertaking
Spouse Undertaking • May 1st, 2023 • Lixiang Education Holding Co. Ltd. • Services-educational services

I, Ji Hongfeng, (ID: P601734) am the spouse of Ye Hong, the shareholder of Zhejiang Lishui Mengxiang Education Development Co., Ltd. (“Lishui Mengxiang”). Ye Hong currently directly holds 5% equity of Lishui Mengxiang. Ye Hong together with your company, the other shareholders of Lishui Mengxiang, Domestic Affiliates (as defined in the Contractual Agreement) and other persons executed the Business Cooperation Agreement, the Exclusive Technical Service and Business Consulting Agreement, the Exclusive Call Option Agreement, the Equity Pledge Agreement, the Proxy Agreement for Shareholders, the Powers of Attorney for Shareholders, the Proxy Agreement for School’s Sponsors and Council Members, the Powers of Attorney for School’s Sponsors, the Power of Attorney for School Council Members, the Loan Agreement on January 31, 2023 (the above Agreements are collectively referred to as “Contractual Agreements”) .. In order to avoid possible disputes, I hereby irrevocably make the following undert

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The Supplemental Agreement of the Equity Pledge Agreement
Supplemental Agreement of the Equity Pledge Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Equity Pledge Agreement (hereinafter referred to as “this Supplemental Agreement”) was signed by the following parties on November 29, 2018:

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The Supplemental Agreement of the Exclusive Call Option Agreement
Supplemental Agreement of the Exclusive Call Option Agreement • June 18th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Exclusive Call Option (hereinafter referred to as this “Supplemental Agreement”) was entered into by the following parties on November 29, 2018:

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The Supplemental Agreement of the Equity Pledge Agreement
Supplemental Agreement of the Equity Pledge Agreement • June 18th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Equity Pledge Agreement (hereinafter referred to as “this Supplemental Agreement”) was signed by the following parties on November 29, 2018:

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The Supplemental Agreement of the Exclusive Call Option Agreement
Supplemental Agreement of the Exclusive Call Option Agreement • September 9th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Exclusive Call Option (hereinafter referred to as this “Supplemental Agreement”) was entered into by the following parties on November 29, 2018:

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The Supplemental Agreement of the Proxy Agreement for Shareholders
Supplemental Agreement of the Proxy Agreement for Shareholders • June 18th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

This Supplemental Agreement of the Proxy Agreement for Shareholders (hereinafter referred to as “this Supplemental Agreement”) was signed by the following parties on November 29, 2018:

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Spouse Undertaking
Spouse Undertaking • June 18th, 2020 • Lixiang Education Holding Co . LTD • Services-educational services

I, Ji Hongfeng, (ID: P601734) am the spouse of Ye Hong, the shareholder of Zhejiang Lishui Mengxiang Education Development Co., Ltd. (“Lishui Mengxiang”). Ye Hong currently directly holds 5% equity of Lishui Mengxiang. Ye Hong together with your company, the other shareholders of Lishui Mengxiang, Domestic Affiliates (as defined in the Contractual Agreement) and other persons executed the Business Cooperation Agreement, the Exclusive Technical Service and Business Consulting Agreement, the Exclusive Call Option Agreement, the Equity Pledge Agreement, the Proxy Agreement for Shareholders, the Power of Attorney for Shareholders, the Proxy Agreement for School Sponsors and Directors, the Powers of Attorney for School Sponsors, the Power of Attorney for School Director, the Loan Agreement, (the above Agreements are collectively referred to as “Contractual Agreements”) on October 13, 2018; and have executed the relevant supplemental agreements or contents on November 29, 2018. In order to a

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Acknowledgment Agreement of Contractual Agreements of Qingtian Overseas Chinese Experimental High School
Acknowledgment Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services
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Supplementary Agreement V to the Investment Cooperation Agreement
Supplementary Agreement • May 15th, 2024 • Lixiang Education Holding Co. Ltd. • Services-educational services

This agreement is entered into by the following parties on [ ] in Beijing, People’s Republic of China (hereinafter referred to as “China”) (the “Agreement”):

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