INDEMNIFICATION AGREEMENTIndemnification Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 by and between Zhangmen Education Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card/Passport No. ) (the “Indemnitee”).
DEPOSIT AGREEMENT by and among ZHANGMEN EDUCATION INC. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [ ], 2021Deposit Agreement • June 3rd, 2021 • Zhangmen Education Inc. • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of [●], 2021, by and among (i) Zhangmen Education Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands, and its successors (the “Company”), (ii) Citibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between Zhangmen Education Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (ID Card / Passport No. ) (the “Executive”).
Zhangmen Education Inc. [•] CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE in the Form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2021 • Zhangmen Education Inc. • Services-educational services • New York
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 28th, 2023 • Zhangmen Education Inc. • Services-educational services
This Equity Pledge Agreement (“this Agreement”) has been executed by and among the following parties on September 7, 2022 in Shanghai, the People’s Republic of China (“PRC” or the “PRC”):
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • April 28th, 2023 • Zhangmen Education Inc. • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of September 7, 2022, in Shanghai, the People’s Republic of China (“PRC” or the “PRC”):
Exclusive Management Service and Business Cooperation AgreementExclusive Management Service and Business Cooperation Agreement • April 28th, 2023 • Zhangmen Education Inc. • Services-educational services
This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 7, 2022 and in Shanghai, the People’s Republic of China (“PRC” or “China”).
AGREEMENT AND PLAN OF MERGER Among ULTIMATE VITOR II HOLDINGS LIMITED, SUMMIT LUSTRE LIMITED and ZHANGMEN EDUCATION INC. Dated as of July 28, 2023Agreement and Plan of Merger • July 28th, 2023 • Zhangmen Education Inc. • Services-educational services • New York
This AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2023 (this “Agreement”), is entered into by and among Ultimate Vitor II Holdings Limited, a business company incorporated under the Laws of the British Virgin Islands (“Parent”), Summit Lustre 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 Zhangmen Education Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
Policy Agreement Among GLOBAL ONLINE EDUCATION INC. and INTERNATIONAL FINANCE CORPORATION and IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP Dated May 9, 2019Policy Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services • Hong Kong
This draft document is not a contract or an offer to enter into a contract. Only the document as executed by IFC and the other parties hereto will contain the terms that bind them. Until the document is executed by IFC and the other parties hereto, neither IFC nor the other parties hereto intend to be bound.
ZHANGMEN EDUCATION INC. as SELLER and ETERNAL ZENITH LIMITED as BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of all issued share in and the entire share capital of GLOBAL ONLINE EDUCATION HK LIMITEDShare Purchase Agreement • September 9th, 2022 • Zhangmen Education Inc. • Services-educational services • Hong Kong
Exclusive Management Service and Business Cooperation AgreementService and Business Cooperation Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services
This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 11, 2018 and in Shanghai, the People’s Republic of China (“PRC” or “China”).
SUPPORT AGREEMENTSupport Agreement • July 28th, 2023 • Zhangmen Education Inc. • Services-educational services • New York
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among Global Online Education Inc. Global Online Education HK Limited and THE OTHER PARTIES NAMED HEREIN April 21, 2021Adherence Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services • Hong Kong
WHEREAS, the Group Companies, the Key Parties, the Investors (other than Yangtze Global Growth Fund SPC - QFLP NO.1 SP and Studemont Delta Holdings Limited) and certain other parties therein entered into a Sixth Amended and Restated Shareholders Agreement dated March 19, 2021 (as amended, the “Prior Shareholders Agreement”).
