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”).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
LOAN AGREEMENTLoan Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
EXCLUSIVE PURCHASE OPTION AGREEMENTExclusive Purchase Option Agreement • September 30th, 2019 • Youdao, Inc. • Services-educational services
This Exclusive Purchase Option Agreement (this “Agreement”) is entered into as of November 20, 2017 among the following parties in Beijing:
OPERATING AGREEMENTOperating Agreement • September 30th, 2019 • 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”).
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”).
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.
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:
