Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions set forth in Article VI, at the Closing (as defined below), the Company agrees to issue and sell to each Investor on Schedule B, and each Investor shall, severally and not jointly, purchase from the Company, the number of Series A-3 Preferred Shares as set forth opposite the name of such Investor in Schedule B attached hereto (the “Purchased Shares”), at a price of US$1.6628571 for each Series A-3 Preferred Share (the “Per Share Purchase Price”), amounting to an aggregate purchase price equal to the Principal Amount (the “Purchase Price”). The Series A-3 Preferred Shares shall have the rights, privileges and restrictions as set forth in the Fourth Amended and Restated Memorandum and Articles of Association of the Company in the form attached hereto as Exhibit A (the “Restated Articles”).
Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the Investors, and each of the Investors shall severally and not jointly, purchase from the Company that number of Ordinary Shares and/or Preferred Shares (the “Purchased Shares”) as set forth opposite such Investor’s name on Schedule 2, at the aggregate purchase price set forth opposite such Investor’s name in Schedule 2 (the “Purchase Price”) upon the Closing (as defined in the Section 2.01 below), and having the rights, privileges and restrictions as set forth in the Second Amended and Restated Memorandum and Articles of Association of the Company attached hereto as Exhibit A (the “Restated Articles”), the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit B (the “Shareholders Agreement”), and the subscriptions details attached hereto as Schedule 2. The ordinary shares of the Company issuable upon conversion of the applicable Purchased Shares will be hereinafter referred to as the “Conversion Shares”.
Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions set forth in ARTICLE VIII, at the Closing (as defined in SECTION 2.01), the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, the number of Series C Preferred Shares as set forth opposite the name of such Investor on Schedule A attached hereto (the “Purchased Shares”), at a price of US$2.7560 for each Series C Preferred Share, amounting to an aggregate purchase price of US$37,999,256.72 (the “ Purchase Price”). The Series C Preferred Shares shall have the rights, preferences, privileges and restrictions as set forth in the Amended and Restated Memorandum and Articles of Association of the Company in the form attached hereto as Exhibit B (the “Restated Articles”).
Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions set forth in Article VI, at the Closing (as defined below), the Company agrees to issue and sell to each Investor on Schedule B (each, a “Investor”), and each Investor shall, severally but not jointly, purchase from the Company, the number of Series B Preferred Shares as set forth opposite the name of such Investor in Schedule B attached hereto (the “Purchased Shares”), at a price of US$4.96315654 for each Series B Preferred Share (the “Per Share Purchase Price”), amounting to an aggregate purchase price of US$28,000,000 (the “Purchase Price”). The Series B Preferred Shares shall have the rights, privileges and restrictions as set forth in the Fourth Amended and Restated Memorandum and Articles of Association of the Company in the form attached hereto as Exhibit A (the “Restated Articles”).
Agreement to Purchase and Sell Purchased Shares. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, that number of Purchased Shares as set forth opposite the name of the Investor, at the purchase price set forth opposite such Investor’s name on Schedule A attached hereto (the “Purchase Price” or the “Series A Original Issue Price”).
(b) The Purchased Shares shall have the rights, privileges and restrictions as set forth in the Amended and Restated Memorandum and Articles of Association of the Company attached hereto as Exhibit A (the “Restated Articles”) and the Shareholders’ Agreement of the Company attached hereto as Exhibit C (the “Shareholders’Agreement”).
Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions of this Agreement, each Purchaser severally agrees to purchase, and the Company agrees to sell and issue to each Purchaser, at the Closing (as defined in Section 2 below), that number of Purchased Shares set forth opposite such Purchaser’s name on Exhibit A attached hereto. Notwithstanding the foregoing, in the event that a proposed purchase by any Purchaser of the Purchased Shares causes such Purchaser’s “beneficial ownership” (as such term is defined in Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as amended) to exceed twenty percent (20%) or more of either (i) the outstanding shares of the Company’s Common Stock (the “Outstanding Shares”), or (ii) the combined voting power of the outstanding voting securities of the Company (the “Outstanding Voting Shares”), the number of Purchased Shares to be purchased by such Purchaser pursuant to this Agreement shall be reduced to a number of Purchased Shares that will result in the Purchaser’s beneficial ownership being less than 20% of the Outstanding Shares and the Outstanding Voting Shares, and Exhibit A will be adjusted accordingly. The purchase price of each Purchased Share (the “Purchase Price”) shall be equal to $1.65 per share. The Company’s agreement with each Purchaser is a separate agreement, and the issuance of the Purchased Shares to each Purchaser is a separate issuance.
Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor shall purchase from the Company 15,205,000 Series C-2 Preferred Shares (the “Purchased Shares”) at the aggregate purchase price of US$ 15,000,000 (the “Purchase Price”) upon the Closing (as defined in the Section 2.01 below), and having the rights, privileges and restrictions as set forth in the Restated Articles and the Shareholders Agreement.
Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions hereof, at the Closing (as defined below) the Company shall issue and sell to (a) Classroom, and Classroom shall purchase from the Company, severally and not jointly with Tiger 360Buy, 44,182,531 Ordinary Shares for a purchase price of USD$175,000,000.00, and (b) Tiger 360Buy, and Tiger 360Buy shall purchase from the Company, severally and not jointly with Classroom, 18,935,370 Ordinary Shares for a purchase price of USD$75,000,000.00 (all such Ordinary Shares purchased by Classroom and Tiger 360Buy are collectively referred to as “the Purchased Shares”). The aggregate purchase price to be paid by the Investors at the Closing shall be US$250,000,000.00 (the “Purchase Price”), or approximately US$3.961 per share. Such Ordinary Shares shall have the rights, privileges and restrictions as set forth in the Eleventh Amended and Restated Memorandum and Articles of Association of the Company attached hereto as Exhibit D (as amended, the “Restated Articles”).
Agreement to Purchase and Sell Purchased Shares. Subject to the terms of this Agreement, the Vendors shall sell, and the Purchaser shall purchase, the Purchased Shares.
Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions hereof, at the Closing (as defined below) the Company shall issue and sell to (a) the Investor and the Investor shall purchase from the Company, Eight Million One Hundred and Ninety Six Thousand Nine Hundred and Ninety Five (8,196,995) Ordinary Shares (the “Purchased Shares”) for a purchase price of US$32,466,998 (the “Purchase Price”). The consideration for each of the Purchased Shares shall be approximately US$3.961 per share. Such Ordinary Shares shall have the rights, privileges and restrictions as set forth in the Twelfth Amended and Restated Memorandum and Articles of Association of the Company attached hereto as Exhibit D (as amended, the “Restated Articles”).
