AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • October 15th, 2019 • Youdao, Inc. • Services-educational services • New York
DEPOSIT AGREEMENT dated as of , 2019 among YOUDAO, INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
FORM OF INDEMNIFICATION AGREEMENT YOUDAO, INC.Form of Indemnification Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between Youdao, Inc., an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
5,600,000 American Depositary Shares Youdao, Inc. Representing 5,600,000 Class A Ordinary Shares, Par Value US$0.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2019 • Youdao, Inc. • Services-educational services
Youdao, Inc., 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 (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 5,600,000 Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of the Company (the “Firm Securities”) in the form of 5,600,000 American Depositary Shares (as defined below). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 27th, 2023 • Youdao, Inc. • Services-educational services
LOAN AGREEMENTLoan Agreement • April 27th, 2023 • Youdao, Inc. • Services-educational services
EXCLUSIVE PURCHASE OPTION AGREEMENTExclusive Purchase Option Agreement • April 27th, 2023 • Youdao, Inc. • Services-educational services
OPERATING AGREEMENTOperating Agreement • April 27th, 2023 • Youdao, Inc. • Services-educational services
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • New York
WHEREAS, the Purchaser wishes to acquire, and the Company wishes to issue to the Purchaser, Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) in a transaction exempt from registration with the United States Securities and Exchange Commission (the “SEC”) pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“Regulation S” and the “Securities Act,” respectively), as contemplated by this Agreement (the “Private Placement”); and
SHAREHOLDER VOTING RIGHT TRUST AGREEMENTShareholder Voting Right Trust Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
This Shareholder Voting Right Trust Agreement (this “Agreement”) is entered into as of March 25, 2019 between the following two parties in Beijing.
Domain Name Transfer Agreement Between Guangzhou Netease Computer System Co., Ltd. (广州网易计算机系统有限公司) and NetEase Youdao Information Technology (Beijing) Co., Ltd. (北京网易有道计算机系统有限公司) April 30, 2019Domain Name Transfer Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
This Domain Name Transfer Agreement (“this Agreement”) is entered into as of April 30, 2019 by and between Guangzhou Netease Computer System Co., Ltd. (广州网易计算机系统有限公司), a company incorporated and existing under the laws of the People’s Republic of China (the “P.R.C.”) and registered at District 702A, No. 59 Jianzhong Road, Tianhe District, Guangzhou (the “Transferor”) and Beijing NetEase Youdao Computer System Co., Ltd. (北京网易有道计算机系统有限公司), a company incorporated and existing under the laws of the P.R.C. and registered at Floor 2, Building A, Building No. 7, West Zone, Zhongguancun Software Park (Phase II), No. 10 Xibeiwang East Road, Haidian District, Beijing (the “Transferee”).
Assets Transfer Agreement Between NetEase (Hangzhou) Network Co., Ltd. (网易(杭州)网络有限公司) and Netease Youdao Information Technology (Hangzhou) Co., Ltd. (网易有道信息技术(杭州)有限公司) April 30, 2019Assets Transfer Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
This Assets Transfer Agreement (“this Agreement”) is entered into as of April 30, 2019 by and between NetEase (Hangzhou) Network Co., Ltd.(网易(杭州)网络有限公司), a company incorporated and existing under the laws of the People’s Republic of China (the “P.R.C.”) and registered at Floor 7, Building No. 4, No. 599 Wangshang Road, Changhe Street, Binjiang District, Hangzhou, Zhejiang Province (the “Transferor”) and Netease Youdao Information Technology (Hangzhou) Co., Ltd. (网易有道信息技术(杭州)有限公司 ), a company incorporated and existing under the laws of the P.R.C. and registered at Room 309, Building No. 4, No. 599 Wangshang Road, Changhe Street, Binjiang District, Hangzhou, Zhejiang Province (the “Transferee”).
TRANSITIONAL SERVICES AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of September 27, 2019Transitional Services Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • New York
This Transitional Services Agreement (this “Agreement”) is dated as of September 27, 2019, by and between, NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below) (each of NetEase and Youdao a “Party” and, together, the “Parties”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of September 27, 2019Intellectual Property License Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • New York
This Intellectual Property License Agreement (this “Agreement”) is dated as of September 27, 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below), (each of NetEase and Youdao a “Party” and, together, the “Parties”).
DATED September 12, 2023 USD300,000,000 REVOLVING LOAN FACILITY AGREEMENT BETWEEN YOUDAO, INC. and NETEASE, INC.Facility Agreement • April 25th, 2024 • Youdao, Inc. • Services-educational services • Hong Kong
The Lender has agreed to provide the Borrower an unsecured revolving loan facility on the date of this agreement (the “Agreement”) to provide funds for the Borrower to support its general corporate requirements set forth herein.
COOPERATION FRAMEWORK AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of September 27, 2019Cooperation Framework Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • New York
This Cooperation Framework Agreement (this “Agreement”) is dated as of September 27, 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below) (each of NetEase and Youdao a “Party” and, together, the “Parties”).
NON-COMPETITION AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of September 27, 2019Non-Competition Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • New York
This Non-Competition Agreement (this “Agreement”) is dated as of September 27, 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below) (each of NetEase and Youdao a “Party” and, together, the “Parties”).
MASTER TRANSACTION AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of September 27, 2019Master Transaction Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • New York
This Master Transaction Agreement (this “Agreement”) is dated as of September 27, 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below), (each of NetEase and Youdao a “Party” and, together, the “Parties”).
SHAREHOLDER VOTING RIGHT TRUST AGREEMENTVoting Right Trust Agreement • April 27th, 2023 • Youdao, Inc. • Services-educational services
This Shareholder Voting Right Trust Agreement (this “Agreement”) is entered into as of January 1, 2022 between the following two parties in Beijing:
Cooperation AgreementCooperation Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
Address: Floor 1, Building A, Building No. 7, West Zone, Zhongguancun Software Park, No. 10 Xibeiwang East Road, Haidian District, Beijing, China.
Cooperation AgreementCooperation Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
TH EDU CAPITAL FUND I LP NETEASE, INC. NET DEPTH HOLDINGS, INC. YOUDAO, INC. SUBSCRIPTION AGREEMENT FOR SERIES A PREFERRED SHARES IN YOUDAO, INC.Subscription Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • Hong Kong
GOOD SPIRIT LIMITED (晨曜有限公司) NETEASE, INC. NET DEPTH HOLDINGS, INC. YOUDAO, INC. SUBSCRIPTION AGREEMENT FOR SERIES A PREFERRED SHARES IN YOUDAO, INC.Good Spirit • September 30th, 2019 • Youdao, Inc. • Services-educational services • Hong Kong
ENTRUSTED LOAN AGREEMENTEntrusted Loan Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
According to Party A’s application, Party B entrusts Party C to provide an entrusted loan to Party A. The three parties, Party A, Party B and Party C, have reached this agreement on the basis of mutual negotiations to be abided by it jointly.
Cooperation AgreementYoudao, Inc. • April 27th, 2023 • Services-educational services
ContractFacility Agreement • April 28th, 2022 • Youdao, Inc. • Services-educational services • Hong Kong
THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • Hong Kong
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], 2019, is entered between Youdao, Inc., a company incorporated in the Cayman Islands (the “Company” and, together with its subsidiaries and consolidated affiliated entities, the “Youdao Group”) and [NAME] (the “Executive”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among NETEASE, INC. PENG KE HOLDINGS INC. YOUDAO, INC. YOUDAO (HONG KONG) LIMITED NETEASE YOUDAO INFORMATION TECHNOLOGY (BEIJING) CO., LTD. BEIJING NETEASE YOUDAO COMPUTER SYSTEM CO., LTD. NETEASE...Shareholders Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services • Hong Kong
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) , originally dated April 17, 2018, as amended and restated as of September 25, 2019, by and among:
SHAREHOLDERS AGREEMENT by and among NETEASE, INC. NET DEPTH HOLDINGS, INC. YOUDAO, INC. YOUDAO (HONG KONG) LIMITED NETEASE YOUDAO INFORMATION TECHNOLOGY (BEIJING) CO., LTD. BEIJING NETEASE YOUDAO COMPUTER SYSTEM CO., LTD. NETEASE KAOSHEN (BEIJING)...Shareholders Agreement • July 11th, 2019 • Youdao, Inc. • Services-educational services • Hong Kong
WHEREAS, the Founding Shareholder, the Management Shareholder, the Company, entered into (i) the TH Series A Preferred Share Subscription Agreement (as defined below) with TH EDU CAPITAL FUND I LP (being one of the Series A Investors) and (ii) the GSL Series A Preferred Share Subscription Agreement (as defined below) with GOOD SPIRIT LIMITED (晨曜有限公司) (being one of the Series A Investors) on April 12, 2018, pursuant to which each of the Series A Investors subscribed for certain Series A Preferred Shares on the terms and conditions set out in the respective agreements.
