AGREEMENT AND PLAN OF MERGER by and among RISE EDUCATION CAYMAN LTD DADA MERGER SUB LIMITED DADA MERGER SUB II LIMITED and DADA AUTO INC. dated as of February 8, 2022Agreement and Plan of Merger • February 8th, 2022 • RISE Education Cayman LTD • Services-educational services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 8, 2022, by and among RISE Education Cayman Ltd, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“ListCo”), Dada Merger Sub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and wholly-owned subsidiary of ListCo (“Merger Sub”), Dada Merger Sub II Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and wholly-owned subsidiary of ListCo (“Merger Sub II”) and Dada Auto Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”). ListCo, Merger Sub, Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in or as otherwise defined elsewhere in this Agr
SUPPORT AGREEMENTSupport Agreement • February 8th, 2022 • RISE Education Cayman LTD • Services-educational services • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2022, by and among RISE Education Cayman Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“ListCo”), Dada Auto Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”) and Bain Capital Rise Education IV Cayman Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“Shareholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • February 8th, 2022 • RISE Education Cayman LTD • Services-educational services • New York
This SUPPORT AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2022, by and among RISE Education Cayman Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“ListCo”), Dada Auto Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”) and Newlinks Technology Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“Shareholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
