SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2024 • NaaS Technology Inc. • Retail-retail stores, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 12, 2024, between NaaS Technology Inc., a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2017 • RISE Education Cayman LTD • Services-educational services • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between RISE Education Cayman Ltd, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2022 • NaaS Technology Inc. • Services-educational services
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2022 by and between NaaS Technology Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________ (Passport/ID Card No. _____________) (the “Executive”).
NAAS TECHNOLOGY INC. AMERICAN DEPOSITY SHARES SALES AGREEMENTSales Agreement • September 10th, 2024 • NaaS Technology Inc. • Retail-retail stores, nec • New York
NaaS Technology Inc., a company incorporated under the laws of the Cayman Islands, having its registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KYI-1104, Cayman Islands (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2017 • RISE Education Cayman LTD • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of by and between RISE Education Cayman Ltd, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
DEPOSIT AGREEMENT AMONG RISE EDUCATION CAYMAN LTD, JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • October 18th, 2017 • RISE Education Cayman LTD • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of , 2017 (the “Deposit Agreement”), among RISE Education Cayman Ltd 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 (as 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:
AGREEMENT AND PLAN OF MERGER by and among RISE EDUCATION CAYMAN LTD DADA MERGER SUB LIMITED DADA MERGER SUB II LIMITED and DADA AUTO INC. dated as of February 8, 2022Merger Agreement • February 8th, 2022 • RISE Education Cayman LTD • Services-educational services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 8, 2022, by and among RISE Education Cayman Ltd, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“ListCo”), Dada Merger Sub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and wholly-owned subsidiary of ListCo (“Merger Sub”), Dada Merger Sub II Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and wholly-owned subsidiary of ListCo (“Merger Sub II”) and Dada Auto Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”). ListCo, Merger Sub, Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in or as otherwise defined elsewhere in this Agr
FORM OF LICENSE AGREEMENTLicense Agreement • September 22nd, 2017 • RISE Education Cayman LTD • Services-educational services
This License Agreement (this “Agreement”) is entered into as of [ ] (the “Effective Date”) by and between Rise (Tianjin) Education Information Consulting Company Limited (瑞思（天津）教育信息咨询有限公司) (“Licensor”) and [ ] (“Licensee”). Licensor or Licensee are referred to individually as a “Party” and, collectively, as the “Parties”.
LOAN AGREEMENTLoan Agreement • September 22nd, 2017 • RISE Education Cayman LTD • Services-educational services
●] Ordinary Shares RISE Education Cayman Ltd ORDINARY SHARES, PAR VALUE US$0.01 PER SHARE in the Form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2018 • RISE Education Cayman LTD • Services-educational services • New York
CONVERTIBLE NOTE PURCHASE AGREEMENT by and among NAAS TECHNOLOGY INC. and LMR MULTI-STRATEGY MASTER FUND LIMITED Dated as of August 31, 2023Convertible Note Purchase Agreement • August 31st, 2023 • NaaS Technology Inc. • Retail-retail stores, nec • New York
WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase from the Company, the Notes (as defined below) pursuant to the terms and subject to the conditions of this Agreement;
CALL OPTION AGREEMENT (SECOND RESTATEMENT)Call Option Agreement • September 15th, 2017 • RISE Education Cayman LTD • Services-educational services
WFOE, the Shareholders and the Domestic Company are hereinafter collectively referred to as the “Parties” and individually, as a “Party”.
EQUITY PLEDGE AGREEMENT (SECOND RESTATEMENT)Equity Pledge Agreement • September 22nd, 2017 • RISE Education Cayman LTD • Services-educational services
This Equity Pledge Agreement (Second Restatement) (this “Agreement”) is entered into by and among the following parties on June 8, 2017:
Form of Comprehensive Service AgreementComprehensive Service Agreement • September 15th, 2017 • RISE Education Cayman LTD • Services-educational services
For the purpose of promoting the development of education and training activities and cultivating talents for the society, Party A and Party B hereby enter into this Agreement on the basis of equality and through consultations.
SUPPORT AGREEMENTSupport Agreement • February 8th, 2022 • RISE Education Cayman LTD • Services-educational services • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2022, by and among RISE Education Cayman Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“ListCo”), Dada Auto Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”) and Bain Capital Rise Education IV Cayman Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“Shareholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
THE SYMBOL “[Redacted]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL DADA AUTO INC. SERIES A SHARE...Series a Share Purchase Agreement • June 16th, 2022 • NaaS Technology Inc. • Services-educational services • Hong Kong
The Company, the HK Company, the WFOE, the Domestic Company, the Major PRC Subsidiaries, the Controlling Shareholder and the Investor may hereinafter collectively be referred to as the “Parties” and respectively referred to as a “Party”.
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • February 8th, 2022 • RISE Education Cayman LTD • Services-educational services • New York
This SUPPORT AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2022, by and among RISE Education Cayman Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“ListCo”), Dada Auto Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”) and Newlinks Technology Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“Shareholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
SHARE SUBSCRIPTION AGREEMENT dated as of [•], 2023 by and between NAAS TECHNOLOGY INC. and [investor]Share Subscription Agreement • May 9th, 2024 • NaaS Technology Inc. • Retail-retail stores, nec • New York
SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [•], 2023, by and between NaaS Technology Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and [investor], [a [•] incorporated under the laws of [•] with its registered office situated at [•]] (the “Purchaser”).
Business Cooperation Agreement (Second Restatement)Business Cooperation Agreement • September 15th, 2017 • RISE Education Cayman LTD • Services-educational services
This Business Cooperation Agreement (Second Restatement) (this “Agreement”) is entered into by and among the following parties on June 8, 2017:
Service AgreementService Agreement • September 15th, 2017 • RISE Education Cayman LTD • Services-educational services
This Service Agreement (this “Agreement”) is entered into by and between the following parties on December 1, 2014 in Beijing, the PRC:
PROXY AGREEMENT (SECOND RESTATEMENT)Proxy Agreement • September 22nd, 2017 • RISE Education Cayman LTD • Services-educational services
The WFOE, the Shareholders and the Domestic Company are hereinafter collectively referred to as the “Parties” and individually, as a “Party”.
SHARE PURCHASE AGREEMENT by and between DADA AUTO BENOI ROAD LIMITED POWERTECH HOLDINGS COMPANY LIMITED MR. NG HAK YIU and SINOPOWER HOLDINGS INTERNATIONAL CO. LIMITED Dated June 12, 2023Share Purchase Agreement • July 28th, 2023 • NaaS Technology Inc. • Retail-retail stores, nec • Hong Kong
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated June 12, 2023, is entered into by and between (i) Dada Auto, an exempted company incorporated under the laws of the Cayman Islands (the “Purchaser”), (ii) Benoi Road Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Seller”), (iii) Powertech Holdings Company Limited (the “Founder Holdco”), (iv) Mr. Ng Hak Yiu, an individual (the “Founder”) and (v) Sinopower Holdings International Co. Limited, a company limited by shares incorporated under the laws of Hong Kong (the “Company”).
Consulting Service AgreementConsulting Service Agreement • September 22nd, 2017 • RISE Education Cayman LTD • Services-educational services
SHARE SUBSCRIPTION AGREEMENT dated as of May [●], 2023 by and between NAAS TECHNOLOGY INC. andShare Subscription Agreement • May 9th, 2024 • NaaS Technology Inc. • Retail-retail stores, nec • New York
SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May [●], 2023, by and between NaaS Technology Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and [●] (the “Purchaser”).
Consulting Service AgreementConsulting Service Agreement • September 22nd, 2017 • RISE Education Cayman LTD • Services-educational services
Dated December 1, 2021 RISE EDUCATION CAYMAN LTD RISE EDUCATION CAYMAN I LTD - and – BAIN CAPITAL RISE EDUCATION IV CAYMAN LIMITED SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 1st, 2021 • RISE Education Cayman LTD • Services-educational services • Hong Kong
NOW THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Seller and the Purchaser hereby agree as follows:
SERVICE AGREEMENTService Agreement • April 17th, 2020 • RISE Education Cayman LTD • Services-educational services
LICENSE AGREEMENT WITH RESPECTED TO MANAGEMENT SYSTEMLicense Agreement • April 17th, 2020 • RISE Education Cayman LTD • Services-educational services
NAAS Share Subscription Facility AgreementShare Subscription Facility Agreement • December 16th, 2024 • NaaS Technology Inc. • Retail-retail stores, nec
EXECUTION VERSION DEPOSIT AGREEMENT AMONG RISE EDUCATION CAYMAN LTD, JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • September 29th, 2022 • NaaS Technology Inc. • Services-educational services • New York
FRAMEWORK AGREEMENT ON PURCHASE OF TEACHING MATERIALSFramework Agreement • April 17th, 2020 • RISE Education Cayman LTD • Services-educational services
This Framework Agreement on Purchase of Teaching Materials (this “Agreement”) is entered into as of [Date] by and between Supplier and Customer (each a “Party” and collectively, the “Parties”), through friendly consultations, for the procurement of teaching materials for the Rise Subject English Education courses (“Teaching Materials”). The Parties agree as follows:
SHARE PURCHASE AGREEMENT dated between THE SELLERS (as defined herein) and GOLDCUP 33660 AB (UNDER NAME CHANGE TO FLEETIN AB) as the Buyer regarding the shares in Charge Amps AB as the CompanyShare Purchase Agreement • August 31st, 2023 • NaaS Technology Inc. • Retail-retail stores, nec
The parties in (1)-(7) are individually referred to as a “Majority Seller” and jointly as the “Majority Sellers”. The parties in (1)-(9) are individually referred to as a “Seller” and jointly as the “Sellers”. Each of the Sellers and the Buyer is individually referred to as a “Party”, and jointly as the “Parties”.
Purchase Agreement By and among Wuhan Xinsili Culture Development Co., Ltd. And RISE Education International Limited And RISE (Tianjin) Education Information Consulting Co., Ltd. And Beijing Step Ahead Education Technology Development Co., Ltd. And...Purchase Agreement • December 1st, 2021 • RISE Education Cayman LTD • Services-educational services
This Purchase Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (“PRC”) on December 1, 2021 by and among:
LICENSE AGREEMENTLicense Agreement • April 17th, 2020 • RISE Education Cayman LTD • Services-educational services
This license agreement (this “Agreement”) is entered into as of June 28, 2019 (the “Effective Date”) by and between Rise (Tianjin) Education Information Consulting Co., Ltd. (“Licensor”), and Beijing Step Ahead Education Technology Development Co., Ltd. a company incorporated in China (“Licensee”). Licensor or Licensee are referred to individually as a “Party” and, collectively, as the “Parties”.
SERVICE AGREEMENTService Agreement • April 17th, 2020 • RISE Education Cayman LTD • Services-educational services
