FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of _________, 20___, is made by and between TAL Education Group, a Cayman Islands company (the “Company”) and _________ (the “Indemnitee”)
TAL EDUCATION GROUP AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of May 21, 2014 2.50% Convertible Senior Notes due 2019Indenture • May 28th, 2015 • TAL Education Group • Services-educational services • New York
INDENTURE dated as of May 21, 2014 between TAL EDUCATION GROUP, a Cayman Islands exempted limited liability company, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED, a banking corporation organized under the laws of Hong Kong, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Equity Pledge Supplemental AgreementEquity Pledge Supplemental Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • Beijing
TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”) with its legal address at Room 1702-03, Lantian Hesheng Building, No.32, Zhongguancun Street, Haidian District, Beijing.
TAL EDUCATION GROUP CLASS A COMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2010 • TAL Education Group • Services-educational services • New York
TAL Education Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] American depositary shares (the “ADSs”), each representing [•] Class A common shares of the Company, par value US$0.001 per share (the “Common Shares”). Such ADSs being sold by the Company are hereafter referred to as the “Firm ADSs”.
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Dated this 12th Day of August 2009 by and among Xueersi International Education Group, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED,...Shareholder Agreements • September 29th, 2010 • TAL Education Group • Services-educational services • New York
Unless the context requires or provides otherwise, the Company, HK Company, the WFOE, the Domestic Companies and their Subsidiaries (including schools and company branches under direct or indirect control thereof) are hereinafter collectively referred to as “Group Entities”, and each a “Group Entity”.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • May 31st, 2016 • TAL Education Group • Services-educational services • Beijing
This Exclusive Business Cooperation Agreement ("Agreement") is entered into as of October 26, 2015, by and among the following parties in Beijing, the People’s Republic of China (“PRC”), and is the revised and restated version of the service agreements executed on August 2, 2012:
Call Option AgreementCall Option Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • Beijing
TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”) with its legal address at No.1 Floor 2, Suzhou Street, Haidian District, Beijing.
ContractExhibit • May 31st, 2016 • TAL Education Group • Services-educational services
IN WITNESS WHEREOF, each of the Purchaser, the Sellers, the Company and the Founders has duly executed, or has caused to be duly executed by their respective officers thereunto duly authorized, this Agreement as of the date first written above.
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • May 31st, 2016 • TAL Education Group • Services-educational services • Beijing
This Equity Interest Pledge Agreement (“Agreement”) is entered into as of the date of October 26, 2015 by and between the following parties in Beijing, the People’s Republic of China (“PRC”), and is the revised and restated version of the Equity Interest Pledge Agreement executed on August 2, 2012 by Beijing Lebai Information Consulting Co., Ltd.:
Option AgreementOption Agreement • June 27th, 2012 • TAL Education Group • Services-educational services • Beijing
TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”).
Contract for Assignment of State-owned Construction Land Use RightContract for Assignment of State-Owned Construction Land Use Right • May 16th, 2019 • TAL Education Group • Services-educational services
Option AgreementOption Agreement • May 31st, 2016 • TAL Education Group • Services-educational services • Beijing
Beijing Century TAL Education Technology Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”) with its legal address at Room 1702-03, Lantianhesheng Building, No.32, Zhongguancun Street, Haidian District, Beijing.
Compensation Agreement for Land Development and Construction Regarding Land Parcel QLQ-004 for B4 Integrated Business and Financial Services of Tier One Land Development Program, Qiliqu Nanbei Village, Shahe Town, Changping DistrictCompensation Agreement for Land Development and Construction • May 16th, 2019 • TAL Education Group • Services-educational services
Beijing Future Science City Zhihui Construction Co., Ltd. (“Party A”) and Shidai TAL Education Technology (Beijing) Co., Ltd. (“Party B”) agree as follows through negotiations based on equality, free will, good faith and mutual benefits in accordance with applicable PRC and Beijing municipal laws, regulations and documents regarding compensation for development and construction of the land identified as Land Parcel QLQ-004 for B4 integrated business and financial services of Tier One Land Development Program located at Qiliqu Nanbei Village, Shahe Town, Changping District (the “Land Parcel”).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • May 31st, 2016 • TAL Education Group • Services-educational services • Beijing
This Equity Interest Pledge Agreement (“Agreement”) is entered into as of the date of August 4, 2015 by and between the following parties:
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between TAL Education Group, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”).
VIE TERMINATION AGREEMENTVie Termination Agreement • May 31st, 2016 • TAL Education Group • Services-educational services
This VIE Termination Agreement (this “Agreement”), dated as of July 2, 2015, is made in Beijing, the People’s Republic of China (“China”), by and among:
Entry into a New Loan FacilityLoan Facility Agreement • July 1st, 2016 • TAL Education Group • Services-educational services
On June 30, 2016, TAL Education Group signed a 3-year US$400 million term and revolving facilities agreement with a group of arrangers led by Deutsche Bank AG, Singapore Branch. The facilities, a US$225 million 3-year bullet maturity term loan and a US$175 million 3-year revolving facility, are priced at 250 basis points over LIBOR. The use of proceeds of the facilities are for general corporate purposes.
STOCK PURCHASE AGREEMENT among TAL Education Group Firstleap Education THE SHAREHOLDERS LISTED ON PART I OF EXHIBIT A and WU YING(吴颖) and CAO WEI(曹伟) Dated as of September 18, 2015Stock Purchase Agreement • May 31st, 2016 • TAL Education Group • Services-educational services • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 18, 2015, among TAL Education Group, a company incorporated in the Cayman Islands (the “Purchaser”), Firstleap Education, a company incorporated in the Cayman Islands (the “Company”), the shareholders of the Company listed on Part I of Exhibit A hereto (collectively, the “Sellers” and individually, a “Seller”) and WU Ying(吴颖 ), a PRC national with PRC ID No. 32640219750830001X, and CAO Wei(曹伟), a PRC national with PRC ID No. 110105197203204113 (WU Ying and CAO Wei collectively are referred to as the “Founders” and individually, a “Founder”).
DEPOSIT AGREEMENT BETWEEN TAL EDUCATION GROUP AND JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS WORLDWIDE SECURITIES SERVICES jpmorgan.comDeposit Agreement • July 25th, 2011 • TAL Education Group • Services-educational services • New York
DEPOSIT AGREEMENT dated as of October 19, 2010 (the “Deposit Agreement”) among TAL Education Group and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
SHARE PURCHASE AGREEMENT Dated this 12th Day of August 2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINA HOLDINGS KTB CHINA OPTIMUM FUND and...Share Purchase Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • New York
This SHARE PURCHASE AGREEMENT (the “Agreement”) is made on August 12, 2009, by and among the Persons listed on Schedule 1A attached to this Agreement (each a “Seller” and together the “Sellers”), the individualsas listed on Schedule 1C attached to this Agreement (each a “Founder” and together the “Founders”), Xueersi International Education Group, a company organized under the laws of the Cayman Islands (the “Company”); TAL Group Limited (the “HK Company”), a company organized under the laws of Hong Kong; TAL Education Technology (Beijing) Co., Ltd. () (the “WFOE”), a wholly foreign-owned enterprise organized under the laws of the PRC; Beijing Xueersi Education Technology Co., Ltd. () (“Xueersi Education”), a company organized under the laws of the PRC; Beijing Xueersi Network Technology Co., Ltd. (), a company organized under the laws of the PRC (“Xueersi Technology”, together with Xueersi Education, the “Domestic Companies”) and the Persons listed on Schedule 1B attached to this Agre
Form of Real Estate Sale and Purchase AgreementReal Estate Sale and Purchase Agreement • July 25th, 2011 • TAL Education Group • Services-educational services
In accordance with the Contract Law of the People’s Republic of China, the Law of the People’s Republic of China on the Administration of Urban Real Estate, and the Law of the People’s Republic of China on the Transfer of Urban Real Estate, and on the basis of equal, voluntary and fair negotiation, the Seller and the Buyer have come to the following agreements regarding the sale and purchase of pre-owned real estate:
Construction Contract Prepared by: State Administration of Industry and Commerce Ministry of Housing and Urban-Rural DevelopmentConstruction Contract • June 30th, 2020 • TAL Education Group • Services-educational services
The parties hereby, following the provisions of contract Law of People's Republic of China, Construction Law of the People's Republic of China and other relevant laws, comply with the principles of equality, free will, fairness and honesty, mutually agree upon the construction and relevant matters of TAL Zhenjiang Education Base Phase I Construction Project and reach the following agreement:
Exclusive Option AgreementExclusive Option Agreement • May 31st, 2016 • TAL Education Group • Services-educational services
This Exclusive Option Agreement (this “Agreement”), dated as of October 26, 2015, is made by and among the following parties in Beijing, the People’s Republic of China (“PRC”), and is the revised and restated version of the Exclusive Option Agreements executed on August 2, 2012:
CONVERTIBLE NOTES PURCHASE AGREEMENTConvertible Notes Purchase Agreement • June 14th, 2022 • TAL Education Group • Services-educational services • New York
This Convertible Notes Purchase Agreement (this “Agreement”) is made and entered into as of August 27, 2021, by and among TAL Education Group, a Cayman Islands company (the “Acquiror”) and [Name of Investor(s)] (“Holder” or collectively, the “Holders”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • May 31st, 2016 • TAL Education Group • Services-educational services • Beijing
This Exclusive Business Cooperation Agreement ("Agreement") is entered into as of August 4, 2015 by and among the following parties in Beijing, the People’s Republic of China (“PRC”).
0.50 % CONVERTIBLE SENIOR NOTES DUE 2026Indenture • May 7th, 2021 • TAL Education Group • Services-educational services • New York
INDENTURE, dated as of [DATE], between TAL Education Group, a Cayman Islands company (the “Company,” as more fully set forth in Section 1.01), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as paying agent (the “Paying Agent”) and as conversion agent (the “Conversion Agent”) (each as more fully set forth in Section 1.01) and Deutsche Bank Trust Company Americas, as registrar (the “Registrar”) and as transfer agent (each as more fully set forth in Section 1.01).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • Beijing
This Exclusive Business Cooperation Agreement (“Agreement”) is entered into as of June 25, 2010 by and among the following parties in Beijing, the People’s Republic of China (“PRC”), and amends and restates the Service Agreements executed on February 12, 2009, including the supplemental agreement thereto, and the exclusive business cooperation framework agreement executed on June 10, 2010:
Exclusive Service AgreementExclusive Service Agreement • June 27th, 2012 • TAL Education Group • Services-educational services
This Exclusive Service Agreement (“Agreement”) is entered into as of December 27, 2011 by and among the following parties in Beijing, the People’s Republic of China (“PRC”):
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH THE COMPANY IF PUBLICLY DISCLOSEDProcurement Construction Contract • June 30th, 2020 • TAL Education Group • Services-educational services
The parties hereby, in accordance with the provisions of Contract Law of the People's Republic of China, Construction Law of the People's Republic of China and other relevant laws, administrative regulations and normative documents comply with the principles of equality, free will, fairness and honesty, mutually agree upon the Procurement Construction of TAL Changping Education Park Project and reach the following agreement.
Dated February 12, 2009 SHARE PURCHASE AGREEMENT For the Issuance of Series A Preferred Shares in TAL group (a company incorporated in Cayman Islands)Share Purchase Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • Hong Kong
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 12,2009 by and among TAL group, an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”); TAL Group Limited, a limited liability company organized under the laws of Hong Kong Special Administrative Region of the People’’s Republic of China (the “PRC”) and wholly owned by the Company (the “HK Holdco”); TAL Education Technology (Beijing) Co., Ltd. (), a wholly foreign-owned enterprise established under the laws of the PRC (the “WFOE”); Beijing Xueersi Education Technology Co., Ltd. (), a limited liability company established under the laws of PRC (“XueErSi Education” or “Domestic Holdco”), Beijing Xueersi Network Technology Co., Ltd. (), a limited liability company established under the laws of PRC (“XueErSi Network”); the persons listed on Exhibit A hereto (collectively, the “Founders” and each, a “Founder”); and the persons listed on Ex
Power of AttorneyPower of Attorney • May 31st, 2016 • TAL Education Group • Services-educational services
This Power of Attorney (“Agreement”) is entered into as of the date of October 26, 2015 by and among the following parties in Beijing, and is the revised and restated version of the Agreement executed by Beijing Lebai Information Consulting Co., Ltd. on August 2, 2012:
Entrustment Agreement and Power of AttorneyEntrustment Agreement and Power of Attorney • May 31st, 2024 • TAL Education Group • Services-educational services
This ENTRUSTMENT AGREEMENT AND POWER OF ATTORNEY (this “Agreement”), dated as of December 29, 2023, is entered into by and among the following parties:
Exclusive Management Service and Business Cooperation AgreementExclusive Management Service and Business Cooperation Agreement • May 31st, 2024 • TAL Education Group • Services-educational services
This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 29, 2023.
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • June 27th, 2012 • TAL Education Group • Services-educational services • Beijing
This Equity Interest Pledge Agreement (“Agreement”) is entered into as of the date of December 27, 2011, by and between the following parties in Beijing:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • May 31st, 2024 • TAL Education Group • Services-educational services
