DEPOSIT AGREEMENT by and among RYB EDUCATION, INC. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of September 26, 2017Deposit Agreement • March 23rd, 2018 • RYB Education, Inc. • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of September 26, 2017, by and among (i) RYB EDUCATION, INC., an exempted company with limited liability organized under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 30th, 2017 • RYB Education, Inc. • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 by and between RYB Education, Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2017 • RYB Education, Inc. • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between RYB Education, Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual with [passport/ID number] (the “Executive”).
ContractIndemnification Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • Delaware
This Indemnification Agreement (this “Agreement”) is made as of December 13, 2013, by and between Mynd.ai, Inc., a Cayman Islands exempted company (the “Company”), and ____________________ (“Indemnitee”).
LOAN AND SECURITY AGREEMENT Dated as of June 25, 2018 PROMETHEAN WORLD LIMITED,Loan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of June 25, 2018, among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 (“Parent”), PROMETHEAN INC., a Delaware corporation (“Promethean U.S.”), PROMETHEAN LIMITED, a company incorporated in England and Wales with company number 01308938 (“Promethean U.K.”, and together with Promethean U.S., each, a “Borrower” and collectively, the “Borrowers”), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent and security trustee for the Lenders ( “Agent”).
SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSenior Secured Convertible Note Purchase Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
This Senior Secured Convertible Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of April 18, 2023, by and between Gravitas Education Holdings, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Best Assistant Education Online Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Best Assistant”) solely for the purpose of Section 9.6 hereof, and the purchaser listed on Exhibit A attached to this Agreement (the “Purchaser” and, together with the Company, the “Parties”).
Amended and Restated Exclusive Consultation and Service AgreementExclusive Consultation and Service Agreement • August 30th, 2017 • RYB Education, Inc. • Services-educational services
This Amended and Restated Exclusive Consultation and Service Agreement (hereinafter referred to as “this Agreement”), superseding any and all prior exclusive consultation and service agreements, is entered into on November 4, 2015 in Beijing, the Peoples’ Republic of China (hereinafter referred to as the “PRC”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) by and among the following parties (hereinafter referred to as “the Parties”):
AGREEMENT AND PLAN OF MERGER by and among Gravitas Education Holdings, Inc., Bright Sunlight Limited, Best Assistant Education Online Limited, and solely for purposes of Sections 7.1(d) and 7.4(b), NetDragon Websoft Holdings Limited dated as of...Merger Agreement • April 18th, 2023 • Gravitas Education Holdings, Inc. • Services-educational services • Hong Kong
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 18, 2023 (this “Agreement”), by and among (i) Gravitas Education Holdings, Inc., a Cayman Islands exempted company (“GEHI”), (ii) Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of GEHI (“Merger Sub”), (iii) Best Assistant Education Online Limited, a Cayman Islands exempted company (“Best Assistant”), and (iv) solely for purposes of Sections 7.1(d) and 7.4(b), NetDragon Websoft Holdings Limited, a Cayman Islands exempted company (“NetDragon”). Each of GEHI, Merger Sub, Best Assistant, NetDragon (solely for purposes of Sections 7.1(d) and 7.4(b)) and eLMTree (as defined below and after its execution of the Joinder) will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
Amended and Restated Business Operation AgreementBusiness Operation Agreement • August 30th, 2017 • RYB Education, Inc. • Services-educational services
This Amended and Restated Business Operation Agreement (hereinafter referred to as “this Agreement”), superseding all prior business operation agreements, is entered into by and among the following parties (hereinafter referred to as the “Parties”) on November 4, 2015 in Beijing, China:
Amended and Restated Equity Disposal AgreementEquity Disposal Agreement • August 30th, 2017 • RYB Education, Inc. • Services-educational services
This Amended and Restated Equity Disposal Agreement (hereinafter referred to as this “Agreement”), superseding all prior agreements on equity disposal, is entered into by and among the following parties (hereinafter referred to as the “Parties”) on November 4, 2015 in Beijing, China:
Equity Pledge AgreementEquity Pledge Agreement • August 30th, 2017 • RYB Education, Inc. • Services-educational services
This Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is entered into on November 4, 2015 by the following parties (hereinafter referred to as the “Parties”) in Beijing, China:
SHAREHOLDER AND NOTEHOLDER AGREEMENT among RYB EDUCATION LIMITED, TOP MARGIN LIMITED, CAO CHIMIN, SHI YANLAI, JOY YEAR LIMITED, BLOOM STAR LIMITED, TRUMP CREATION LIMITED, CHINA GROWTH CAPITAL LIMITED,Shareholder Agreement • August 30th, 2017 • RYB Education, Inc. • Services-educational services • Hong Kong
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
December 12, 2023, is made and entered into by and among Gravitas Education Holdings, Inc. (a/k/a Mynd.ai, Inc.), a Cayman Islands exempted company (the “Company”), and each of the parties set forth on Schedule A hereto (each, a “Holder” and collectively, the “Holders”).
BRAND LICENSE AGREEMENTBrand License Agreement • May 11th, 2022 • RYB Education, Inc. • Services-educational services
NOW THEREFORE, both Parties have agreed to enter into this Brand License Agreement (hereinafter referred to as “the Agreement”) in accordance with the Civil Code of the People’s Republic of China and relevant laws and administrative rules under the principle of friendliness, equality and mutual benefit.
RECITALSLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SECOND OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services
(x)Ascendent Rainbow (Cayman) Limited, a company incorporated under the Laws of the Cayman Islands with limited liability (“Secondary Seller 3”),
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • May 11th, 2022 • RYB Education, Inc. • Services-educational services
This Equity Interest Pledge Agreement (hereinafter referred to as "this Agreement") is entered into by and among the following parties (hereinafter referred to as the "Parties") on _April 30_____, 2022 in Beijing, China:
DESIGN SERVICE CONTRACT OF KINDERGARTEN-BASED CORE COURSEDesign Service Contract • May 11th, 2022 • RYB Education, Inc. • Services-educational services
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
01308938 (“Promethean U.K.”, and together with Promethean U.S., each, a “Borrower” and collectively, the “Borrowers”), the financial institutions party to this Agreement from time to time as
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SHARE PURCHASE AGREEMENT by and between Gravitas Education Holdings, Inc. and Rainbow Companion, Inc. Dated as of April 18, 2023Share Purchase Agreement • April 18th, 2023 • Gravitas Education Holdings, Inc. • Services-educational services • Hong Kong
This SHARE PURCHASE AGREEMENT, dated as of April 18, 2023 (this “Agreement”), is entered into by and between Gravitas Education Holdings, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”) and Rainbow Companion, Inc., an exempted company organized under the Laws of the Cayman Islands (the “Purchaser”). Parent and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services
BRAND LICENSE AGREEMENTBrand License Agreement • May 11th, 2022 • RYB Education, Inc. • Services-educational services
NOW THEREFORE, both Parties have agreed to enter into this Brand License Agreement (Applicable to Franchising Business) (hereinafter referred to as “the Agreement”) in accordance with the Civil Code of the People’s Republic of China and relevant laws and administrative rules in the principle of friendliness, equality and mutual benefit.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of December 13, 2023, by and among Mynd.ai, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and formerly known as Gravitas Education Holdings, Inc. (the “Company”), and the investor listed on the signature page hereto (the “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchaser and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.
Exclusive Consulting and Services AgreementExclusive Consulting and Services Agreement • May 11th, 2022 • RYB Education, Inc. • Services-educational services
This Exclusive Consulting and Services Agreement (hereinafter referred to as "this Agreement") is entered into by and among the following parties in Beijing, the People's Republic of China (hereinafter referred to as "the PRC") on _April 30____, 2022:
Exclusive Option AgreementExclusive Option Agreement • May 11th, 2022 • RYB Education, Inc. • Services-educational services
This Exclusive Option Agreement (hereinafter referred to as "this Agreement") is entered into by and among the following parties (hereinafter referred to as the "Parties") on __April _30___, 2022 in Beijing, China:
TERMINATION AGREEMENTTermination Agreement • May 11th, 2022 • RYB Education, Inc. • Services-educational services
THIS TERMINATION AGREEMENT (the “Agreement”) is entered into on the ______day of March 1, 2022 (the “Signing Date”) in Beijing, People’s Republic of China (“China”), by and between
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
This FIRST AMENDMENT AND LIMITED CONSENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of August L, 2018, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 ("Parent"), PROMETHEAN INC., a Delaware corporation ("Promethean U.S."), PROMETHEAN LIMITED, a company incorporated in England and Wales with company number 01308938 ("Promethean U.K.", and together with Promethean U.S., each, a "Borrower" and collectively, the "Borrowers"), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association ("Bank of America"), as agent and security trustee for the Lenders ( "Agent").
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
MANAGEMENT SYSTEM AND SOFTWARE LICENSE CONTRACTLicense Contract • May 11th, 2022 • RYB Education, Inc. • Services-educational services
NOW THEREFORE, in the principle of mutual trust, cooperation with good faith, and mutual development, both Parties have agreed to enter into this “Management System and Software License Contract” (hereinafter referred to as “the Contract”) on the license of the management system and software of both OTMS and MicroServices Platform in accordance with the Civil Code of the People’s Republic of China and relevant laws and administrative rules after friendly discussion.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2017 • RYB Education, Inc. • Services-educational services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of 13 September 2017 among RYB Education, Inc., a limited company incorporated in the Cayman Islands (the “Company”) and Ascendent Rainbow (Cayman) Limited (the “Investor”).
GUARANTEED LOAN CONTRACTGuaranteed Loan Contract • May 11th, 2022 • RYB Education, Inc. • Services-educational services
Borrower 1 and Borrower 2 are collectively referred to as the “Borrower”, and Guarantor 1 and Guarantor 2 are collectively referred to as the “Guarantor”.
Business Operation AgreementBusiness Operation Agreement • May 11th, 2022 • RYB Education, Inc. • Services-educational services
This Business Operation Agreement (hereinafter referred to as "this Agreement") is entered into by and among the following parties (hereinafter referred to as the "Parties") on _April 30_____, 2022 in Beijing, China:
