DEPOSIT AGREEMENT by and among QUANTASING GROUP LIMITED, and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [•]Deposit Agreement • January 13th, 2023 • QuantaSing Group LTD • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of [•], by and among (i) QUANTASING GROUP LIMITED, an exempted company incorporated with limited liability 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).
QUANTASING GROUP LIMITED CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE in the Form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2023 • QuantaSing Group LTD • Services-educational services • New York
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • December 20th, 2022 • QuantaSing Group LTD • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of by and between QuantaSing Group Limited (the “Company”), an exempted company duly incorporated and validly existing under the law of the Cayman Islands, and ([Passport/ID] Number ), 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”).
IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT...Exclusive Option Agreement • November 9th, 2022 • QuantaSing Group LTD • Services-educational services
Whereas, we entered into an Exclusive Option Agreement (“Exclusive Option Agreement”) with you, and Shenzhen Erwan Education Technology Co., Ltd. on ______, according to which, to the extent permitted by PRC laws and regulations, you shall transfer your Assets and Businesses to us and/or any third party designated by us as required.
Exclusive Consultancy and Service AgreementConsultancy and Service Agreement • November 9th, 2022 • QuantaSing Group LTD • Services-educational services
Therefore, after friendly consultations between both Parties on the principle of equality and mutual benefit, the Parties hereby agree as follows:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 20th, 2022 • QuantaSing Group LTD • Services-educational services
WHEREAS, the Company wishes for the Indemnitee to serve on its Board of Directors (the “Board”) or as an officer of the Company and wishes to provide the Indemnitee with specific contractual assurance of the Indemnitee’s rights to indemnification against litigation risks and expenses arising from his position as a Director or Officer (as defined below) to the full extent permitted by applicable law;
IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT...Shareholders Agreement • December 20th, 2022 • QuantaSing Group LTD • Services-educational services • Hong Kong
The Company, the BVI Subsidiary, the HK Subsidiary, the WFOE and the PRC Affiliates are referred to collectively herein as the “Group Companies”, and each a “Group Company”. The WFOE and the PRC Affiliates are referred to collectively herein as the “PRC Companies”, and each a “PRC Company”.
IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT...Equity Pledge Agreement • November 9th, 2022 • QuantaSing Group LTD • Services-educational services
(In this Agreement, the above parties are individually referred to as a “Party” and collectively referred to as the “Parties”.)
IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT...Voting Rights Proxy Agreement • November 9th, 2022 • QuantaSing Group LTD • Services-educational services
(In this Agreement, the above parties are individually referred to as a “Party” and collectively referred to as the “Parties”.)
