17 EDUCATION & TECHNOLOGY GROUP INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement December 3, 2020Deposit Agreement • April 30th, 2021 • 17 Education & Technology Group Inc. • Services-educational services • New York
DEPOSIT AGREEMENT dated as of December 3, 2020 among 17 EDUCATION & TECHNOLOGY GROUP INC., 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2020 by and between 17 EDUCATION & TECHNOLOGY GROUP INC., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual, (Passport/PRC ID Card No. ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2020 by and between 17 Education & Technology Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________, an individual (Passport/ID Card No. _____________) (the “Executive”).
17 Education & Technology Group Inc. [•] American Depositary Shares Representing [•] Class A Ordinary Shares (par value US$0.0001 per share) Underwriting AgreementUnderwriting Agreement • November 27th, 2020 • 17 Education & Technology Group Inc. • Services-educational services • New York
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
This Equity Interest Pledge Agreement (the “Agreement”) is entered into on September 8, 2020 by and among the following parties as the amendment and restatement of the Equity Interest Pledge Agreement entered into on May 13, 2020 by and among Shanghai Yiqi Zuoye Information Technology Co., Ltd., Shanghai Hexu Information Technology Co., Ltd., Chang Liu and Dun Xiao:
Proxy Agreement and Power of AttorneyProxy Agreement and Power of Attorney • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
This Proxy Agreement and Power of Attorney (the “Agreement”) is entered into on September 8, 2020 by and among the following parties as the amendment and restatement of the Proxy Agreement and Power of Attorney entered into on May 13, 2020 by and among Shanghai Yiqi Zuoye Information Technology Co., Ltd., Shanghai Hexu Information Technology Co., Ltd., Chang Liu and Dun Xiao:
Exclusive Management Services and Business Cooperation AgreementExclusive Management Services and Business Cooperation Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
This Exclusive Management Services and Business Cooperation Agreement (the “Agreement”) is entered into on May 7, 2020 by and between the following parties:
EXCLUSIVE CALL OPTION AGREEMENTExclusive Call Option Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
This Exclusive Call Option Agreement (the “Agreement”) is entered into on September 8, 2020 by and among the following parties as the amendment and restatement of the Exclusive Purchase Option Agreement entered into on May 7, 2020 by and among Beijing Yiqi Education & Technology Co., Ltd., Beijing Yiqi Education Information Consultation Co., Ltd. , Chang Liu and Dun Xiao:
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 26th, 2023 • 17 Education & Technology Group Inc. • Services-educational services
This Equity Interest Pledge Agreement (“Agreement”) is entered into as of the date of July 18, 2022, by and among the following parties in Beijing, the People’s Republic of China (“PRC”).:
Exclusive Option AgreementExclusive Option Agreement • April 26th, 2023 • 17 Education & Technology Group Inc. • Services-educational services
This Exclusive Option Agreement (this “Agreement”), dated as of July 18, 2022, is made by and among the following parties in Beijing, the People’s Republic of China (“PRC”):
Exclusive Management Service and Business Cooperation AgreementExclusive Management Service and Business Cooperation Agreement • April 26th, 2023 • 17 Education & Technology Group Inc. • Services-educational services
This Exclusive Management Service Business Cooperation Agreement ("Agreement") is entered into as of July 18, 2022 by and among the following parties in Beijing, the People’s Republic of China (“PRC”):
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Service Outsourcing AgreementService Outsourcing Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
In accordance with the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A, as the project employer, and Party B, as the project contractor, hereby enter into this Service Outsourcing Agreement (hereinafter referred to as the “Agreement”) through amicable negotiation on the learning counseling project (hereinafter referred to as the “Outsourcing Service Project”) and its rights and obligations arising therefrom.
ContractWarrant Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services • Hong Kong
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OF THE UNITED STATES OF AMERICA OR UNDER ANY APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER ANY APPLICABLE SECURITIES LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF ANY APPLICABLE SECURITIES LAWS.
SERIES F PREFERRED SHARE PURCHASE AGREEMENTSeries F Preferred Share Purchase Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services • Hong Kong
Each of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties”. For purposes of this Agreement, the Company, the HK Subsidiary, the WFOEs, the Operation Companies and any other entity, directly or indirectly, controlled by any of the foregoing or whose financial statements are consolidated with those of the Company, shall be hereinafter collectively referred to as the “Group Companies” and each, a “Group Company”. The Group Companies incorporated under the laws of the PRC shall be hereinafter collectively referred to as the “PRC Companies”, and each, a “PRC Company”.
SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services • Hong Kong
THIS SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2020 by and among:
Loan AgreementLoan Agreement • November 15th, 2024 • 17 Education & Technology Group Inc. • Services-educational services
JOINT FILING AGREEMENTJoint Filing Agreement • November 15th, 2024 • 17 Education & Technology Group Inc. • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of 17 Education & Technology Group Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Supplementary Agreement to...Supplementary Agreement to the Services Outsourcing Agreement • October 20th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
This Supplementary Agreement to the Services Outsourcing Agreement (the “Supplementary Agreement”) is entered into on September 8, 2020 by and between the following parties:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 25th, 2024 • 17 Education & Technology Group Inc. • Services-educational services • New York
The Company intends to issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company certain number of Class B ordinary shares of the Company, par value US$0.0001 per share (“Class B Ordinary Share”), in accordance with the terms and conditions of this Agreement.
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Supplementary Agreement to...Supplementary Agreement to the Service Outsourcing Agreement • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
This Supplementary Agreement to the Services Outsourcing Agreement (the “Supplementary Agreement”) is entered into on September 8, 2020 by and between the following parties:
Consent LetterConsent Letter • November 13th, 2020 • 17 Education & Technology Group Inc. • Services-educational services
I, [Name of Shareholder] (ID Card No. [***], hereinafter the “Shareholder”), together with my lawful spouse, A Shareholder’s Spouse [Name of Spouse] (ID Card No. [***], hereinafter the “Spouse”), hereby unconditionally and irrevocably acknowledge and agree as below regarding the equity interests of Shanghai Hexu Information Technology Co., Ltd. (the “Company”) held by the Shareholder:
