DEPOSIT AGREEMENT by and among LAIX INC. 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 [●], 2018Deposit Agreement • September 14th, 2018 • LAIX Inc. • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of [●], 2018, by and among (i) LAIX Inc., a company incorporated in the Cayman Islands, with its principal executive office at 3/F, Building B, No. 1687 Changyang Road, Yangpu District, Shanghai, People’s Republic of China and its registered office at the office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2018 • LAIX Inc. • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2018 by and between LAIX 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 31st, 2018 • LAIX Inc. • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between LAIX 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”).
5,750,000 AMERICAN DEPOSITARY SHARES REPRESENTING 5,750,000 CLASS A ORDINARY SHARES, PAR VALUE US$0.001 PER SHARE LAIX INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2018 • LAIX Inc. • Services-educational services • New York
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • July 11th, 2022 • LAIX Inc. • Services-educational services • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 17, 2022 by and among (1) Laix Infinite Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Prilingo Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (3) certain shareholder of LAIX Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (the “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 31st, 2018 • LAIX Inc. • Services-educational services • New York
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:
Equity Pledge AgreementEquity Pledge Agreement • April 16th, 2020 • LAIX Inc. • Services-educational services
(In this Agreement, the above parties are hereinafter referred to individually as a “Party” and collectively as the “Parties”.)
Exclusive Technology Service AgreementExclusive Technology Service Agreement • April 16th, 2020 • LAIX Inc. • Services-educational services
This Exclusive Technology Service Agreement (this “Agreement”) is entered into as of in Shanghai, China by and among the following parties:
Exclusive Call Option AgreementExclusive Call Option Agreement • April 16th, 2020 • LAIX Inc. • Services-educational services
This Exclusive Call Option Agreement (this “Agreement”) is entered into as of in Shanghai, China by and among the following parties:
Proxy AgreementProxy Agreement • April 16th, 2020 • LAIX Inc. • Services-educational services
(In this Agreement, the above parties are hereinafter referred to individually as a “Party” and collectively as the “Parties”.)
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENTThird Amended and Restated Shareholders Agreement • August 31st, 2018 • LAIX Inc. • Services-educational services • New York
THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on June 16, 2017 (the “Effective Date”), by and among:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 17th, 2022 • LAIX Inc. • Services-educational services • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of June 17, 2022, is made by and among Laix Infinite Co. Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”); Prilingo Merger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”); and LAIX Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company is referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 1.01 or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise.
Loan AgreementLoan Agreement • April 16th, 2020 • LAIX Inc. • Services-educational services
(In this Agreement, the above parties are hereinafter referred to individually as a “Party” and collectively as the “Parties”.)
