Sunlands Online Education Group Sample Contracts

SUNLANDS ONLINE EDUCATION GROUP AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement
Deposit Agreement • March 7th, 2018 • Sunlands Online Education Group • Services-educational services • New York

DEPOSIT AGREEMENT dated as of , 2018 among SUNLANDS ONLINE EDUCATION GROUP, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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FORM OF INDEMNIFICATION AGREEMENT SUNLANDS ONLINE EDUCATION GROUP
Form of Indemnification Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services

This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between Sunlands Online Education Group, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).

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Option Agreement
Option Agreement • April 25th, 2023 • Sunlands Technology Group • Services-educational services

This Option Agreement (hereinafter referred to as “Agreement”) was made as of the March 9, 2023 the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • April 25th, 2023 • Sunlands Technology Group • Services-educational services

This Equity Interest Pledge Agreement (hereinafter referred to as “Agreement”) was made as of the March 9, 2023 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Business Operation Agreement
Business Operation Agreement • April 25th, 2023 • Sunlands Technology Group • Services-educational services

This Business Operation Agreement (hereinafter referred to as “Agreement”) was made as of the March 9, 2023 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Exclusive Technical Consultation and Service Agreement
Exclusive Technical Consultation and Service Agreement • April 27th, 2022 • Sunlands Technology Group • Services-educational services

This Exclusive Technical Consultation and Service Agreement (hereinafter referred to as “Agreement”) was made as of the 23th day of April, 2021 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows

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Exclusive Technical Consultation and Service Agreement
Consultation and Service Agreement • April 25th, 2023 • Sunlands Technology Group • Services-educational services

This Exclusive Technical Consultation and Service Agreement (hereinafter referred to as “Agreement”) was made as of the March 9, 2023 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows

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SHARE SUBSCRIPTION AGREEMENT dated as of September 1, 2017 by and among STUDYVIP ONLINE EDUCATION INTERNATIONAL LIMITED, DIAMOND TOWER INVESTMENTS LIMITED and OTHER PARTIES NAMED HEREIN
Share Subscription Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services • Hong Kong

WHEREAS, the Company desires to issue and allot to Orchid Asia, and Orchid Asia desires to subscribe for, certain Series B+ preferred shares with a par value of US$0.0001 per share in the share capital of the Company (the “Series B+ Preferred Shares”) pursuant to the terms and subject to the conditions set forth in this Agreement;

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EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services

This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Sunlands Online Education Group, a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Executive”).

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AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF STUDYVIP ONLINE EDUCATION INTERNATIONAL LIMITED Dated as of September 1, 2017
Shareholders Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services • Hong Kong

WHEREAS, on the date hereof, Orchid Asia (as defined below) has subscribed from the Company, and the Company has issued and allotted to Orchid Asia, (i) certain number of Series B+ Preferred Shares (as defined below) pursuant to that Share Subscription Agreement, dated as of September 1, 2017 (the “Series B+ Share Subscription Agreement”), by and between the Company, Orchid Asia and certain other parties thereto, and (ii) certain number of Ordinary Shares pursuant to that Share Subscription Agreement, dated as of September 1, 2017, by and between the Company, Orchid Asia and certain other parties thereto (the “Orchid Asia Ordinary Subscription”).

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Business Operation Agreement
Business Operation Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services

This Business Operation Agreement (hereinafter referred to as “Agreement”) was made as of the 15th day of August, 2017 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 7th, 2018 • Sunlands Online Education Group • Services-educational services • New York

WHEREAS, pursuant to an amended and restated shareholders agreement dated September 1, 2017 (as amended) by and among the Company, the Purchaser and other parties named therein, the Company shall sell to the Purchaser or its nominee, and the Purchaser shall subscribe or procure its nominee to subscribe, such number of ordinary shares in the Company (“Ordinary Shares”) to be issued in an initial public offering as cornerstone investor or through a concurrent private placement at the offering price for an aggregate consideration of US$30,000,000 (the “Commitment”); in addition, the Company is entitled to request the Purchaser to subscribe or procure its nominee to subscribe, and if so requested the Purchaser or its nominee shall subscribe, additional new Ordinary Shares in such initial public offering at the offering price as cornerstone investor or through a concurrent private placement for an aggregate consideration of up to US$50,000,000 (including the Commitment);

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SHARE SUBSCRIPTION AGREEMENT dated as of June 19, 2017 by and among STUDYVIP ONLINE EDUCATION INTERNATIONAL LIMITED, THE SERIES A INVESTORS, THE SERIES B INVESTORS and OTHER PARTIES NAMED HEREIN
Share Subscription Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services • Hong Kong

WHEREAS, the Company desires to issue and allot to each Series A Investor, and each Series A Investor desires to subscribe for, certain Series A preferred shares with a par value of US$0.0001 per share in the share capital of the Company (the “Series A Preferred Shares”) pursuant to the terms and subject to the conditions set forth in this Agreement;

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SUPPLEMENTARY AGREEMENT OF THE SHARE SUBSCRIPTION AGREEMENT dated as of November 25, 2017 by and among STUDYVIP ONLINE EDUCATION INTERNATIONAL LIMITED, THE SERIES A INVESTORS, THE SERIES B INVESTOR THE SERIES B+ INVESTOR RAINBOW LAND LIMITED...
Supplementary Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services • Hong Kong

THIS SUPPLEMENTARY AGREEMENT OF THE SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of November 25, 2017, by and among:

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Equity Interest Pledge Agreement
Interest Pledge Agreement • April 16th, 2021 • Sunlands Technology Group • Services-educational services

This Equity Interest Pledge Agreement (hereinafter referred to as “Agreement”) was made as of the fifth day of August, 2020 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Option Agreement
Option Agreement • April 27th, 2022 • Sunlands Technology Group • Services-educational services

This Option Agreement (hereinafter referred to as “Agreement”) was made as of the seventh day of June, 2021 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Supplementary Agreement to the Restructuring Agreement
Supplementary Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services

This Supplementary Agreement to the Restructuring Agreement (hereinafter referred to as “Agreement”) was made and entered into as of the 25th day of November, 2017 in Beijing of the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services

This Equity Interest Pledge Agreement (hereinafter referred to as “Agreement”) was made as of the 15th day of August, 2017 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Restructuring Agreement
Restructuring Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services

This restructuring agreement (hereinafter referred to as “Agreement”) was made and entered into as of June 19, 2017 in Beijing of the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Option Agreement
Option Agreement • February 23rd, 2018 • Sunlands Online Education Group • Services-educational services

This Option Agreement (hereinafter referred to as “Agreement”) was made as of the 15th day of August, 2017 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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Business Operation Agreement
Business Operation Agreement • April 16th, 2021 • Sunlands Technology Group • Services-educational services

This Business Operation Agreement (hereinafter referred to as “Agreement”) was made as of 14th day of September, 2020 in Beijing, the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

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VIE Termination Agreement
Vie Termination Agreement • January 7th, 2021 • Sunlands Technology Group • Services-educational services

This VIE Termination Agreement (this “Agreement”) is entered into by and among the following parties on December 28, 2020 in Beijing, the People’s Republic of China (the “PRC”):

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Underwriting Agreement
Underwriting Agreement • March 14th, 2018 • Sunlands Online Education Group • Services-educational services • New York

Sunlands Online Education Group, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 520,000 class A ordinary shares, par value US$0.00005 per share, of the Company (“Class A Ordinary Shares”) in the form of 13,000,000 American Depositary Shares and, at the election of the Underwriters, up to 78,000 additional Class A Ordinary Shares in the form of 1,950,000 American Depositary Shares. The 520,000 Class A Ordinary Shares in the form of 13,000,000 American Depositary Shares to be sold by the Company is herein called the “Firm Shares” and the 78,000 additional Class A Ordinary Shares in the form of 1,950,000 American Depositary Shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares th

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