Agreement regarding Adjustment of Exchange Shares under Exchangeable NotesAscendent Capital Partners II, L.P. • April 4th, 2018 • Services-educational services • Hong Kong
Reference is made to the (i) exchangeable notes in the principal amount of US$51.7 million issued by RYB Education Limited (the “Issuer”) to Ascendent Rainbow (Cayman) Limited (“ACP”) on November 5, 2015 (the “ACP Notes”), (ii) exchangeable notes issued by the Issuer to each of (1) On Ride Investments Limited, (2) Hexin Development Company Limited, (3) Amstar Global Ltd, (4) Top Praise Global Limited, (5) Verdant Asia Growth Fund, (6) CHEN Wei, (7) Kin Yuen Vincent Cheng and (8) Cheung Shu Wing (persons referred to in (1) to (8), collectively, the “Noteholders”, each a “Noteholder”, and the exchangeable notes issued to the Noteholders, the “Notes”). Capitalised words used but not otherwise defined herein shall have the same meanings as in the terms and conditions of the Notes.
JOINT FILING AGREEMENTJoint Filing Agreement • April 4th, 2018 • Ascendent Capital Partners II, L.P. • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value $0.001 per share, of RYB Education, Inc., a exempted company with limited liability organized under the laws of the Cayman Islands, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
NOTE PURCHASE AGREEMENT among RYB EDUCATION LIMITED, ASCENDENT RAINBOW (CAYMAN) LIMITED, TOP MARGIN LIMITED, CAO CHIMIN, SHI YANLAI, JOY YEAR LIMITED, BLOOM STAR LIMITED, BEIJING RYB TECHNOLOGY DEVELOPMENT CO., LTD. and BEIJING RYB CHILDREN EDUCATION...Note Purchase Agreement • April 4th, 2018 • Ascendent Capital Partners II, L.P. • Services-educational services • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
