DEPOSIT AGREEMENT by and among PUXIN LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [●],...Deposit Agreement • June 1st, 2018 • Puxin LTD • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of [●], 2018, by and among (i) Puxin Limited, a company incorporated in the Cayman Islands, with its principal executive office at Floor 16, Chuangfu Mansion, No. 18 Danling Street, Haidian District, Beijing, 100080, the People’s Republic of China and its registered office at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
FORM OF INDEMNIFICATION AGREEMENT PUXIN LIMITEDIndemnification Agreement • May 18th, 2018 • Puxin LTD • Services-educational services
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2018, by and between Puxin Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2018 • Puxin LTD • Services-educational services • Hong Kong
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Puxin Limited, a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Executive”).
Exclusive Management Services and Business Cooperation AgreementExclusive Management Services and Business Cooperation Agreement • May 18th, 2018 • Puxin LTD • Services-educational services
This Exclusive Management Services and Business Cooperation Agreement (hereinafter referred to as the “Agreement”), amended based on the Exclusive Management Services and Business Cooperation Agreement dated February 5, 2018, was signed by the following parties on February 25, 2018 in Beijing of the People’s Republic of China.
Exclusive Call Option AgreementExclusive Call Option Agreement • May 18th, 2018 • Puxin LTD • Services-educational services
This Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) was signed by the following parties this 5th day of February, 2018 in Beijing of the People’s Republic of China:
Equity Pledge AgreementEquity Pledge Agreement • May 18th, 2018 • Puxin LTD • Services-educational services • Beijing
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”), amended based on the Equity Pledge Agreement dated February 5, 2018, was signed by the following parties on February 25, 2018 in Beijing of the People’s Republic of China:
Warrant No. 3 Date of Issuance: March 28, 2018Warrant Agreement • May 18th, 2018 • Puxin LTD • Services-educational services • Hong Kong
This Warrant (the “Warrant”) is issued to China Central International Asset Management Co., Ltd. (the “Holder”), by Puxin Limited, an exempted company organized under the laws of the Cayman Islands (the “Company”) for good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by the Company. This Warrant is issued in connection with (i) that certain Convertible Note Investment Agreement (the “Investment Agreement”) dated as of June 15, 2017 by and among Jiangyin Huazhong Investment Management Company Limited (the “Huazhong”), an affiliate of the Holder, Puxin Education Technology Group Company Limited (“Domestic Company”), an affiliate of the Company and Mr. Yunlong Sha (“Mr. Sha”), pursuant to which the Huazhong extended to the Domestic Company a convertible loan in the principal amount of up to RMB 300,000,000 (the “Loan”); and (ii) that certain side agreement to the Investment Agreement (the “Side Agreement”) dated as of February 8, 2018 b
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 30th, 2021 • Puxin LTD • Services-educational services • Hong Kong
This Convertible Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of March 18, 2021, by and between (A) Puxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”); and (B) Shine Honour Opportunity VI Limited, a company organized under the laws of the British Virgin Islands, or its designated Affiliate (designated by Shine Honour Opportunity VI Limited in writing no later than two Business Days prior to the Closing Date) (the “Purchaser”). The Company and the Purchaser are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
THIS NOTES PURCHASE AGREEMENT (this “Agreement”) is made as of August 1, 2017 by and among:Notes Purchase Agreement • February 8th, 2018 • Puxin LTD • Services-educational services • Hong Kong
The Company, the HK Company, the Purchaser, the Founder, the Founder Holdco, the PRC Companies (as defined below) are hereinafter collectively referred to as the “Parties” and respectively referred to as a “Party”.
Equity Transfer Agreement of ZMN International Education Consulting (Beijing) Co., Ltd. Executed Between Beijing Meitong Education Consulting Co., Ltd. (北京美通教育咨询有限公司) and the shareholders, among others, Chen Qiyong, Cao Yawei March 2018Equity Transfer Agreement • May 18th, 2018 • Puxin LTD • Services-educational services
Beijing Meitong Education Consulting Co., Ltd. (北京美通教育咨询有限公司)（hereinafter referred to as “Milestone”）, a company of limited liability incorporated in China with the address of 0616, 5th Floor, Building 1, No.113 Zhichun Road, Haidian District, Beijing.
Loan AgreementLoan Agreement • February 8th, 2018 • Puxin LTD • Services-educational services
The Loan Agreement (hereinafter referred to as the “Agreement”) was signed by the following two parties in Beijing on February 5, 2018:
16 August 2017 GLOBAL EDUCATION & TECHNOLOGY (HK) LTD PEARSON PLC PREPSHINE HOLDINGS CO., LIMITED YUNLONG SHA AGREEMENT for the sale and purchase of BEIJING GLOBAL EDUCATION & TECHNOLOGY CO. LTD and SHANGHAI GLOBAL CAREER EDUCATION & TECHNOLOGY...Acquisition Agreement • March 23rd, 2018 • Puxin LTD • Services-educational services • Hong Kong
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 11 (Definitions and Interpretation).
16 August 2017 GLOBAL EDUCATION & TECHNOLOGY (HK) LTD PEARSON PLC PREPSHINE HOLDINGS CO., LIMITED YUNLONG SHA AGREEMENT for the sale and purchase of BEIJING GLOBAL EDUCATION & TECHNOLOGY CO. LTD and SHANGHAI GLOBAL CAREER EDUCATION & TECHNOLOGY...Sale and Purchase Agreement • May 18th, 2018 • Puxin LTD • Services-educational services • Hong Kong
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 11 (Definitions and Interpretation).
14,400,000 Ordinary Shares PUXIN LIMITED ORDINARY SHARES, PAR VALUE US$0.00005 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2018 • Puxin LTD • Services-educational services • New York
Puxin Limited, an exempted company incorporated with limited liability 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 14,400,000 ordinary shares, par value US$0.00005 per share, of the Company (the “Firm Shares”) in the form of 7,200,000 American Depositary Shares (as defined below).
Loan AgreementLoan Agreement • April 27th, 2018 • Puxin LTD • Services-educational services
The Loan Agreement (hereinafter referred to as the “Agreement”) was signed by the following two parties in Beijing on February 5, 2018:
AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • May 18th, 2018 • Puxin LTD • Services-educational services
This AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”), is made and entered into on September 28, 2017 by and among:
SHAREHOLDERS AGREEMENTShareholder Agreement • February 8th, 2018 • Puxin LTD • Services-educational services • Hong Kong
WHEREAS, on the date hereof, (a) the Management Shareholders hold and beneficially own certain number of Ordinary Shares, (b) the Investors hold and beneficially own certain number of Series A Preferred Shares, and (c) the Other Shareholders hold and beneficially own certain number of Ordinary Shares, each as set forth opposite such Other Shareholders, Management Shareholder’s, or Investor’s name on Schedule I hereto; and
Supplemental Agreement to the Convertible Debt Investment Agreement By and among Jiangyin Huazhong Investment Management Co., Ltd. China Central International Asset Management Co., Ltd. Yunlong Sha Puxin Education Technology Group Co., Ltd. Puxin...Convertible Debt Investment Agreement • May 18th, 2018 • Puxin LTD • Services-educational services
This Supplemental Agreement to the Convertible Debt Investment Agreement (the “Supplemental Agreement”) was signed by the following parties on February 8, 2018 in Dongcheng District, Beijing.
SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENTSeries a Preferred Share Subscription Agreement • February 8th, 2018 • Puxin LTD • 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 intending to be legally bound hereto hereby agree as follows:
Convertible Debt Investment Agreement By and among Jiangyin Huazhong Investment Management Co., Ltd. Yunlong Sha Puxin Education Technology Group Co., Ltd. June 15, 2017 Beijing PRCConvertible Debt Investment Agreement • April 27th, 2018 • Puxin LTD • Services-educational services
This Agreement is formulated according to relevant laws and regulations like Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, Contract Law of the People’s Republic of China and the List of Investment Terms Between Jiangyin Huazhong Investment Management Co., Ltd., and Puxin Education, and in the principle of equality, free will, fairness and honesty and upon full consideration.
THIS SECURITY DEED (this “Deed”) is dated and made on August 4, 2017 BY: IN FAVOUR OF: WHEREAS: NOW THIS DEED WITNESSES as follows:Security Deed • May 18th, 2018 • Puxin LTD • Services-educational services • Hong Kong
In this Deed, unless the context otherwise requires, capitalized terms used in this Agreement shall have the meanings set forth in Schedule 2 attached to this Agreement.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • May 18th, 2018 • Puxin LTD • 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 intending to be legally bound hereto hereby agree as follows:
