INDEMNIFICATION AGREEMENTIndemnification Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 200[ ] by and between New Oriental Education & Technology Group Inc., a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of , 2006 (the “Effective Date”) by and between New Oriental Education & Technology Group Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, 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 subsidiaries and affiliated entities (collectively, the “Group”).
Maximum Amount Guarantee AgreementNew Oriental Education & Technology Group Inc. • August 22nd, 2006
Party A will voluntarily provide guarantee for all the credit under the Credit Facility Agreement (No.0015203, the “Main Contract”) entered into by and between Beijing Haidian District Private-Funded New Oriental School (the “Debtor”) and Party B.
Land Use Right Mortgage Agreement YANGDI (2002) YAZI NO.095Right Mortgage Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
In order to strengthen the management of the registration of land use right mortgage, to standardize mortgage registration and to protect both Parties’ interests, pursuant to Urban Real Estate Administration Law, Guaranty Law and Interim Regulation on Sale and Transfer of Urban State-owned Land Use Right, Party A mortgages its land use right to Party B as the security for the loan. With the principles of equality, free will, mutual benefit, fairness and honesty, both Parties agree as follows:
Website Development and Use AgreementDevelopment and Use Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, in relation to the website development and daily system maintenance services provided by Party A to Party B and the payments by Party B for using new registration system under this Agreement, Parties hereby agree as follows.
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. SHARE PURCHASE AGREEMENT December 24, 2004Share Purchase Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of the 24th day of December, 2004, by and among New Oriental Education & Technology Group Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), Capital River Group Limited, an International Business Company under the laws of the British Virgin Islands (“Capital River Group” and, together with the Company, the “Sellers”), the investors (severally and not jointly, listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”), Beijing New Oriental Education and Technology (Group) Co., Ltd. (“GroupCo”) and the founders listed on Schedule B hereto (each of which is herein referred to as a “Founder” and collectively as the “Founders”).
FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
This FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 24th day of December, 2004 by and among New Oriental Education & Technology Group Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), the parties listed on Exhibit A (each a “Common Holder” and together the “Common Holders”) and the parties listed on Exhibit B (the “Investors”) who are holders of Preferred Shares of the Company (the “Preferred Shares”).
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 25, 2005Investors’ Rights Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
THIS FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 25th day of May, 2005, by and among New Oriental Education & Technology Group Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Common Shares listed on Schedule B hereto, each of which is referred to herein as a “Common Holder” and collectively as the “Common Holders”.
Credit Facility AgreementFacility Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
In accordance with relevant laws and regulations, Party A and Party B agree to enter into this Agreement based on good faith doctrine and principle of equality and voluntariness.
Exclusive Option AgreementExclusive Option Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
In respect of Party A’s purchase of the equity interest of Party C held by Party B, the Parties hereto upon friendly negotiation agree as follows:
ContractLoan Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • Oriental
The Borrower shall read this agreement carefully, especially those clauses with the mark ***, and sign this agreement without misunderstandings.
LOAN AGREEMENTLoan Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
WHEREAS the Borrower has applied for a fixed assets loan from the Lender, according to the relevant laws, regulations and other relevant provisions of the People’s Republic of China, the Borrower and Lender hereby agree as follows:
Building Mortgage and Loan Agreement No: 2005 Nian (Jing He Ping) Fang Di Jie Zi No.001New Oriental Education & Technology Group Inc. • August 22nd, 2006
Party A, Party B and Party C jointly agree that Party B shall provide a loan term to Party A as part of Party A’s purchase price for the property described in Article 3 of this Agreement. Party A agrees to mortgage such property to Party B, as a security for the repayment of the loan under this Agreement. Party C voluntarily and irrevocably undertakes joint and several guarantee liability under this Agreement.
VOTING AGREEMENTVoting Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of December 24, 2004, by and among New Oriental Education & Technology Group Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), the holders of the Company’s Series A Preferred Shares (the “Series A Shares”) listed on the Schedule of Investors attached as Schedule A hereto (collectively, the “Investors”) and the holders of Common Shares of the Company (the “Common Shares”) listed on the Schedule of Common Holders attached as Schedule B hereto (the “Common Holders”). The Company, the Investors and the Common Holders are individually each referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the “Board.”
Equity Pledge AgreementEquity Pledge Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
Teaching Support AgreementNew Oriental Education & Technology Group Inc. • August 22nd, 2006
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, in relation to the Teaching Support Services provided by Party A to Party B and the payments by Party B for Teaching Support Services under this Agreement, Parties hereby agree contract as follows:
Maximum Amount Guarantee AgreementNew Oriental Education & Technology Group Inc. • August 22nd, 2006
Party A will voluntarily provide guarantee for all the credit extended under the Credit Facility Agreement (No.0015203, the “Main Contract”) entered into by and between Beijing Haidian District Private-Funded New Oriental School (the “Debtor”) and Party B.
New Enrollment System Development Service AgreementDevelopment Service Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, in relation to the development and daily system maintenance services of new enrollment system provided by Party A to Party B and the payments by Party B for using new enrollment system under this Agreement, Parties hereby agree as follows.
Trademark License AgreementTrademark License Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
WHEREAS, according to [*] copies of Trademark License Contract between the Licensor and New Oriental Education & Technology Group Inc. dated as of May 13, 2006, the Licensor has the right to sub-license for free or with charge to any independent company or organization, which is related to or affiliated with the Licensor in terms of revenues and risks, to use the relevant trademark for specified products and service scope.
Trademark License AgreementTrademark License Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
This No. 3374479 trademarks licensed hereunder was registered with the Trademark Bureau of the State Administration for Industry and Commerce on May 14, 2004 and was licensed to Party B by Party A on an exclusive basis on October 11, 2005. Now for the need of operation and upon negotiation, the Parties decide to change the license from exclusive license to non-exclusive license. In accordance with Article 40 of the PRC Trademark Law and Article 43 of the Implementing Rule of the Trademark Law, the Parties hereto enter into this Trademark License Agreement.
