Spouse Undertaking
To: Xxxxxx Xxxxxxxxxx Education Technology Co., Ltd. (“Xxxxxx Xxxxxxxxxx”)
I am the spouse of Xxxx Xxxx, the shareholder of Shenzhen Meten International Education Co., Ltd. (“Meten Education”). Xxxx Xxxx currently directly holds 3.1719% equity of Meten Education. Xxxx Xxxx together with Xxxxxx Xxxxxxxxxx, shareholders of Meten Education, Domestic Affiliates (as defined in the Cooperation Agreement) and other persons executed the Business Cooperation Agreement, Exclusive Technical Service and Management Consulting Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Shareholder Rights Entrustment Agreement (as amended from time to time, the “Cooperation Agreement”) on November 23, 2018. In order to avoid possible disputes, I hereby irrevocably make the following undertakings and confirmations to Xxxxxx Xxxxxxxxxx:
1. I fully understand and independently and irrevocably agree that Xxxx Xxxx sign the Cooperation Agreements. Especially, I fully understand and independently and irrevocably agree to the provisions related to the restriction, pledge, transfer or other form of disposition by of the direct and indirect equity interest held by Xxxx Xxxx in Meten Education under the Cooperation Agreements, including but not limited to sub-Section 16, 18, 19, 20, 21 and 22 of Section 3 of the Business Cooperation Agreement.
2. I have not been involved and will not be involved in the operation, management, liquidation and dissolution of the Domestic Affiliates in the past, present and future.
3. In order to ensure the interests of Xxxxxx Xxxxxxxxxx under the Cooperation Agreements and to fulfil the fundamental purpose of the execution of the Cooperation Agreements, I specially authorize Xxxx Xxxx and / or her authorized person to, at the request by Xxxxxx Xxxxxxxxxx, to execute all the necessary legal and non-legal documents on my behalf from time to time and perform all necessary legal and non-legal procedures with respect to the direct and indirect equity held by Xxxx Xxxx in Meten Education. I hereby confirm and approve the relevant documents and procedures.
4. The undertakings, confirmations, consents and authorizations made in this undertaking shall not be revoked, derogated, invalid or otherwise adversely affected by the increase, decrease, merger or other similar events of the equity interest held by Xxxx Xxxx in Meten Education.
5. The promises, confirmations, consents, and authorizations made in this undertaking shall not be revoked, derogated, invalid, or otherwise adversely affected by my loss of capacity, restrictions on my abilities, death, or my divorce with Xxxx Xxxx or other similar circumstances.
6. The commitments, confirmations, consents and authorizations made in this undertaking shall continue to be valid until the termination by both Xxxxxx Xxxxxxxxxx and me in writing. There is no need for Xxxxxx Xxxxxxxxxx and Xxxx Xxxx to make any monetary or non-monetary reimbursements to me for my commitments, confirmations, consents, and authorizations contained in this undertaking.
1
7. This undertaking shall be effective as soon as it is executed, and the validity period is the same as the term of the Business Cooperation Agreement.
8. Other outstanding matters in relation to this undertaking, including but not limited to governing law, dispute resolutions, definitions and interpretations, are also the same as those agreed in the Business Cooperation Agreement.
(Signature Page Follows)
(Signature Page of the Spouse Undertaking)
|
|
Promisee: |
/s/ Xxxxxx Xxxx |
|
|
|
|
|
|
Identification Card Number: [ ] | |
To: Xxxxxx Xxxxxxxxxx Education Technology Co., Ltd. (“Xxxxxx Xxxxxxxxxx”)
I am the spouse of Xxxxxxxx Xxxx, the shareholder of Shenzhen Meten International Education Co., Ltd. (“Meten Education”). Xxxxxxxx Xxxx currently directly holds 0.5% equity of Meten Education. Xxxxxxxx Xxxx together with Xxxxxx Xxxxxxxxxx, shareholders of Meten Education, Domestic Affiliates (as defined in the Cooperation Agreement) and other persons executed the Business Cooperation Agreement, Exclusive Technical Service and Management Consulting Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Shareholder Rights Entrustment Agreement (as amended from time to time, the “Cooperation Agreement”) on November 23, 2018. In order to avoid possible disputes, I hereby irrevocably make the following undertakings and confirmations to Xxxxxx Xxxxxxxxxx:
1. I fully understand and independently and irrevocably agree that Xxxxxxxx Xxxx sign the Cooperation Agreements. Especially, I fully understand and independently and irrevocably agree to the provisions related to the restriction, pledge, transfer or other form of disposition by of the direct and indirect equity interest held by Xxxxxxxx Xxxx in Meten Education under the Cooperation Agreements, including but not limited to sub-Section 16, 18, 19, 20, 21 and 22 of Section 3 of the Business Cooperation Agreement.
2. I have not been involved and will not be involved in the operation, management, liquidation and dissolution of the Domestic Affiliates in the past, present and future.
3. In order to ensure the interests of Xxxxxx Xxxxxxxxxx under the Cooperation Agreements and to fulfil the fundamental purpose of the execution of the Cooperation Agreements, I specially authorize Xxxxxxxx Xxxx and / or his authorized person to, at the request by Xxxxxx Xxxxxxxxxx, to execute all the necessary legal and non-legal documents on my behalf from time to time and perform all necessary legal and non-legal procedures with respect to the direct and indirect equity held by Xxxxxxxx Xxxx in Meten Education. I hereby confirm and approve the relevant documents and procedures.
4. The undertakings, confirmations, consents and authorizations made in this undertaking shall not be revoked, derogated, invalid or otherwise adversely affected by the increase, decrease, merger or other similar events of the equity interest held by Xxxxxxxx Xxxx in Meten Education.
5. The promises, confirmations, consents, and authorizations made in this undertaking shall not be revoked, derogated, invalid, or otherwise adversely affected by my loss of capacity, restrictions on my abilities, death, or my divorce with Xxxxxxxx Xxxx or other similar circumstances.
6. The commitments, confirmations, consents and authorizations made in this undertaking shall continue to be valid until the termination by both Xxxxxx Xxxxxxxxxx and me in writing. There is no need for Xxxxxx Xxxxxxxxxx and Xxxxxxxx Xxxx to make any monetary or non-monetary reimbursements to me for my commitments, confirmations, consents, and authorizations contained in this undertaking.
7. This undertaking shall be effective as soon as it is executed, and the validity period is the same as the term of the Business Cooperation Agreement.
8. Other outstanding matters in relation to this undertaking, including but not limited to governing law, dispute resolutions, definitions and interpretations, are also the same as those agreed in the Business Cooperation Agreement.
(Signature Page Follows)
(Signature Page of the Spouse Undertaking)
|
|
Promisee: |
/s/ Xxxxxx Xxxx |
|
|
|
|
|
|
Identification Card Number: [ ] | |
To: Xxxxxx Xxxxxxxxxx Education Technology Co., Ltd. (“Xxxxxx Xxxxxxxxxx”)
I am the spouse of Xxx Xxxx, the shareholder of Shenzhen Meten International Education Co., Ltd. (“Meten Education”). Xxx Xxxx currently directly holds 4.9146% equity of Meten Education. Xxx Xxxx together with Xxxxxx Xxxxxxxxxx, shareholders of Meten Education, Domestic Affiliates (as defined in the Cooperation Agreement) and other persons executed the Business Cooperation Agreement, Exclusive Technical Service and Management Consulting Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Shareholder Rights Entrustment Agreement (as amended from time to time, the “Cooperation Agreement”) on November 23, 2018. In order to avoid possible disputes, I hereby irrevocably make the following undertakings and confirmations to Xxxxxx Xxxxxxxxxx:
1. I fully understand and independently and irrevocably agree that Xxx Xxxx sign the Cooperation Agreements. Especially, I fully understand and independently and irrevocably agree to the provisions related to the restriction, pledge, transfer or other form of disposition by of the direct and indirect equity interest held by Xxx Xxxx in Meten Education under the Cooperation Agreements, including but not limited to sub-Section 16, 18, 19, 20, 21 and 22 of Section 3 of the Business Cooperation Agreement.
2. I have not been involved and will not be involved in the operation, management, liquidation and dissolution of the Domestic Affiliates in the past, present and future.
3. In order to ensure the interests of Xxxxxx Xxxxxxxxxx under the Cooperation Agreements and to fulfil the fundamental purpose of the execution of the Cooperation Agreements, I specially authorize Xxx Xxxx and / or his authorized person to, at the request by Xxxxxx Xxxxxxxxxx, to execute all the necessary legal and non-legal documents on my behalf from time to time and perform all necessary legal and non-legal procedures with respect to the direct and indirect equity held by Xxx Xxxx in Meten Education. I hereby confirm and approve the relevant documents and procedures.
4. The undertakings, confirmations, consents and authorizations made in this undertaking shall not be revoked, derogated, invalid or otherwise adversely affected by the increase, decrease, merger or other similar events of the equity interest held by Xxx Xxxx in Meten Education.
5. The promises, confirmations, consents, and authorizations made in this undertaking shall not be revoked, derogated, invalid, or otherwise adversely affected by my loss of capacity, restrictions on my abilities, death, or my divorce with Xxx Xxxx or other similar circumstances.
6. The commitments, confirmations, consents and authorizations made in this undertaking shall continue to be valid until the termination by both Xxxxxx Xxxxxxxxxx and me in writing. There is no need for Xxxxxx Xxxxxxxxxx and Xxx Xxxx to make any monetary or non-monetary reimbursements to me for my commitments, confirmations, consents, and authorizations contained in this undertaking.
7. This undertaking shall be effective as soon as it is executed, and the validity period is the same as the term of the Business Cooperation Agreement.
8. Other outstanding matters in relation to this undertaking, including but not limited to governing law, dispute resolutions, definitions and interpretations, are also the same as those agreed in the Business Cooperation Agreement.
(Signature Page Follows)
To: Xxxxxx Xxxxxxxxxx Education Technology Co., Ltd. (“Xxxxxx Xxxxxxxxxx”)
I am the spouse of Xxxxxx Xxx, the shareholder of Shenzhen Meten International Education Co., Ltd. (“Meten Education”). Xxxxxx Xxx currently directly holds 13.0829% equity of Meten Education. Xxxxxx Xxx together with Xxxxxx Xxxxxxxxxx, shareholders of Meten Education, Domestic Affiliates (as defined in the Cooperation Agreement) and other persons executed the Business Cooperation Agreement, Exclusive Technical Service and Management Consulting Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Shareholder Rights Entrustment Agreement (as amended from time to time, the “Cooperation Agreement”) on November 23, 2018. In order to avoid possible disputes, I hereby irrevocably make the following undertakings and confirmations to Xxxxxx Xxxxxxxxxx:
1. I fully understand and independently and irrevocably agree that Xxxxxx Xxx sign the Cooperation Agreements. Especially, I fully understand and independently and irrevocably agree to the provisions related to the restriction, pledge, transfer or other form of disposition by of the direct and indirect equity interest held by Xxxxxx Xxx in Meten Education under the Cooperation Agreements, including but not limited to sub-Section 16, 18, 19, 20, 21 and 22 of Section 3 of the Business Cooperation Agreement.
2. I have not been involved and will not be involved in the operation, management, liquidation and dissolution of the Domestic Affiliates in the past, present and future.
3. In order to ensure the interests of Xxxxxx Xxxxxxxxxx under the Cooperation Agreements and to fulfil the fundamental purpose of the execution of the Cooperation Agreements, I specially authorize Xxxxxx Xxx and / or his authorized person to, at the request by Xxxxxx Xxxxxxxxxx, to execute all the necessary legal and non-legal documents on my behalf from time to time and perform all necessary legal and non-legal procedures with respect to the direct and indirect equity held by Xxxxxx Xxx in Meten Education. I hereby confirm and approve the relevant documents and procedures.
4. The undertakings, confirmations, consents and authorizations made in this undertaking shall not be revoked, derogated, invalid or otherwise adversely affected by the increase, decrease, merger or other similar events of the equity interest held by Xxxxxx Xxx in Meten Education.
5. The promises, confirmations, consents, and authorizations made in this undertaking shall not be revoked, derogated, invalid, or otherwise adversely affected by my loss of capacity, restrictions on my abilities, death, or my divorce with Xxxxxx Xxx or other similar circumstances.
6. The commitments, confirmations, consents and authorizations made in this undertaking shall continue to be valid until the termination by both Xxxxxx Xxxxxxxxxx and me in writing. There is no need for Xxxxxx Xxxxxxxxxx and Xxxxxx Xxx to make any monetary or non-monetary reimbursements to me for my commitments, confirmations, consents, and authorizations contained in this undertaking.
7. This undertaking shall be effective as soon as it is executed, and the validity period is the same as the term of the Business Cooperation Agreement.
8. Other outstanding matters in relation to this undertaking, including but not limited to governing law, dispute resolutions, definitions and interpretations, are also the same as those agreed in the Business Cooperation Agreement.
(Signature Page Follows)
(Signature Page of the Spouse Undertaking)
|
|
Promisee: |
/s/ Xxxxxxx Xxxxx |
|
|
|
|
|
|
Identification Card Number: [ ] | |
To: Xxxxxx Xxxxxxxxxx Education Technology Co., Ltd. (“Xxxxxx Xxxxxxxxxx”)
I am the spouse of Xxxxxxx Xxxx, the shareholder of Shenzhen Meten International Education Co., Ltd. (“Meten Education”). Xxxxxxx Xxxx currently directly holds 13.808% equity of Meten Education. Xxxxxxx Xxxx together with Xxxxxx Xxxxxxxxxx, shareholders of Meten Education, Domestic Affiliates (as defined in the Cooperation Agreement) and other persons executed the Business Cooperation Agreement, Exclusive Technical Service and Management Consulting Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Shareholder Rights Entrustment Agreement (as amended from time to time, the “Cooperation Agreement”) on November 23, 2018. In order to avoid possible disputes, I hereby irrevocably make the following undertakings and confirmations to Xxxxxx Xxxxxxxxxx:
1. I fully understand and independently and irrevocably agree that Xxxxxxx Xxxx sign the Cooperation Agreements. Especially, I fully understand and independently and irrevocably agree to the provisions related to the restriction, pledge, transfer or other form of disposition by of the direct and indirect equity interest held by Xxxxxxx Xxxx in Meten Education under the Cooperation Agreements, including but not limited to sub-Section 16, 18, 19, 20, 21 and 22 of Section 3 of the Business Cooperation Agreement.
2. I have not been involved and will not be involved in the operation, management, liquidation and dissolution of the Domestic Affiliates in the past, present and future.
3. In order to ensure the interests of Xxxxxx Xxxxxxxxxx under the Cooperation Agreements and to fulfil the fundamental purpose of the execution of the Cooperation Agreements, I specially authorize Xxxxxxx Xxxx and / or his authorized person to, at the request by Xxxxxx Xxxxxxxxxx, to execute all the necessary legal and non-legal documents on my behalf from time to time and perform all necessary legal and non-legal procedures with respect to the direct and indirect equity held by Xxxxxxx Xxxx in Meten Education. I hereby confirm and approve the relevant documents and procedures.
4. The undertakings, confirmations, consents and authorizations made in this undertaking shall not be revoked, derogated, invalid or otherwise adversely affected by the increase, decrease, merger or other similar events of the equity interest held by Xxxxxxx Xxxx in Meten Education.
5. The promises, confirmations, consents, and authorizations made in this undertaking shall not be revoked, derogated, invalid, or otherwise adversely affected by my loss of capacity, restrictions on my abilities, death, or my divorce with Xxxxxxx Xxxx or other similar circumstances.
6. The commitments, confirmations, consents and authorizations made in this undertaking shall continue to be valid until the termination by both Xxxxxx Xxxxxxxxxx and me in writing. There is no need for Xxxxxx Xxxxxxxxxx and Xxxxxxx Xxxx to make any monetary or non-monetary reimbursements to me for my commitments, confirmations, consents, and authorizations contained in this undertaking.
7. This undertaking shall be effective as soon as it is executed, and the validity period is the same as the term of the Business Cooperation Agreement.
8. Other outstanding matters in relation to this undertaking, including but not limited to governing law, dispute resolutions, definitions and interpretations, are also the same as those agreed in the Business Cooperation Agreement.
(Signature Page Follows)
Spouse Undertaking
To: Xxxxxx Xxxxxxxxxx Education Technology Co., Ltd. (“Xxxxxx Xxxxxxxxxx”)
I am the spouse of Xxx Xxx, the shareholder of Shenzhen Meten International Education Co., Ltd. (“Meten Education”). Xxx Xxx currently directly holds 3.6719% equity of Meten Education. Xxx Xxx together with Xxxxxx Xxxxxxxxxx, shareholders of Meten Education, Domestic Affiliates (as defined in the Cooperation Agreement) and other persons executed the Business Cooperation Agreement, Exclusive Technical Service and Management Consulting Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Shareholder Rights Entrustment Agreement (as amended from time to time, the “Cooperation Agreement”) on November 23, 2018. In order to avoid possible disputes, I hereby irrevocably make the following undertakings and confirmations to Xxxxxx Xxxxxxxxxx:
1. I fully understand and independently and irrevocably agree that Xxx Xxx sign the Cooperation Agreements. Especially, I fully understand and independently and irrevocably agree to the provisions related to the restriction, pledge, transfer or other form of disposition by of the direct and indirect equity interest held by Xxx Xxx in Meten Education under the Cooperation Agreements, including but not limited to sub-Section 16, 18, 19, 20, 21 and 22 of Section 3 of the Business Cooperation Agreement.
2. I have not been involved and will not be involved in the operation, management, liquidation and dissolution of the Domestic Affiliates in the past, present and future.
3. In order to ensure the interests of Xxxxxx Xxxxxxxxxx under the Cooperation Agreements and to fulfil the fundamental purpose of the execution of the Cooperation Agreements, I specially authorize Xxx Xxx and / or his authorized person to, at the request by Xxxxxx Xxxxxxxxxx, to execute all the necessary legal and non-legal documents on my behalf from time to time and perform all necessary legal and non-legal procedures with respect to the direct and indirect equity held by Xxx Xxx in Meten Education. I hereby confirm and approve the relevant documents and procedures.
4. The undertakings, confirmations, consents and authorizations made in this undertaking shall not be revoked, derogated, invalid or otherwise adversely affected by the increase, decrease, merger or other similar events of the equity interest held by Xxx Xxx in Meten Education.
5. The promises, confirmations, consents, and authorizations made in this undertaking shall not be revoked, derogated, invalid, or otherwise adversely affected by my loss of capacity, restrictions on my abilities, death, or my divorce with Xxx Xxx or other similar circumstances.
6. The commitments, confirmations, consents and authorizations made in this undertaking shall continue to be valid until the termination by both Xxxxxx Xxxxxxxxxx and me in writing. There is no need for Xxxxxx Xxxxxxxxxx and Xxx Xxx to make any monetary or non-monetary reimbursements to me for my commitments, confirmations, consents, and authorizations contained in this undertaking.
7. This undertaking shall be effective as soon as it is executed, and the validity period is the same as the term of the Business Cooperation Agreement.
8. Other outstanding matters in relation to this undertaking, including but not limited to governing law, dispute resolutions, definitions and interpretations, are also the same as those agreed in the Business Cooperation Agreement.
(Signature Page Follows)
(Signature Page of the Spouse Undertaking)
|
|
Promisee: |
/s/ Xxxxxxxx Xxx |
|
|
|
|
|
|
Identification Card Number: [ ] | |
Spouse Undertaking
To: Xxxxxx Xxxxxxxxxx Education Technology Co., Ltd. (“Xxxxxx Xxxxxxxxxx”)
I am the spouse of Xxxxxxxx Xxxx, the shareholder of Shenzhen Meten International Education Co., Ltd. (“Meten Education”). Xxxxxxxx Xxxx currently directly holds 27.325% equity of Meten Education. Xxxxxxxx Xxxx together with Xxxxxx Xxxxxxxxxx, shareholders of Meten Education, Domestic Affiliates (as defined in the Cooperation Agreement) and other persons executed the Business Cooperation Agreement, Exclusive Technical Service and Management Consulting Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Shareholder Rights Entrustment Agreement (as amended from time to time, the “Cooperation Agreement”) on November 23, 2018. In order to avoid possible disputes, I hereby irrevocably make the following undertakings and confirmations to Xxxxxx Xxxxxxxxxx:
1. I fully understand and independently and irrevocably agree that Xxxxxxxx Xxxx sign the Cooperation Agreements. Especially, I fully understand and independently and irrevocably agree to the provisions related to the restriction, pledge, transfer or other form of disposition by of the direct and indirect equity interest held by Xxxxxxxx Xxxx in Meten Education under the Cooperation Agreements, including but not limited to sub-Section 16, 18, 19, 20, 21 and 22 of Section 3 of the Business Cooperation Agreement.
2. I have not been involved and will not be involved in the operation, management, liquidation and dissolution of the Domestic Affiliates in the past, present and future.
3. In order to ensure the interests of Xxxxxx Xxxxxxxxxx under the Cooperation Agreements and to fulfil the fundamental purpose of the execution of the Cooperation Agreements, I specially authorize Xxxxxxxx Xxxx and / or his authorized person to, at the request by Xxxxxx Xxxxxxxxxx, to execute all the necessary legal and non-legal documents on my behalf from time to time and perform all necessary legal and non-legal procedures with respect to the direct and indirect equity held by Xxxxxxxx Xxxx in Meten Education. I hereby confirm and approve the relevant documents and procedures.
4. The undertakings, confirmations, consents and authorizations made in this undertaking shall not be revoked, derogated, invalid or otherwise adversely affected by the increase, decrease, merger or other similar events of the equity interest held by Xxxxxxxx Xxxx in Meten Education.
5. The promises, confirmations, consents, and authorizations made in this undertaking shall not be revoked, derogated, invalid, or otherwise adversely affected by my loss of capacity, restrictions on my abilities, death, or my divorce with Xxxxxxxx Xxxx or other similar circumstances.
6. The commitments, confirmations, consents and authorizations made in this undertaking shall continue to be valid until the termination by both Xxxxxx Xxxxxxxxxx and me in writing. There is no need for Xxxxxx Xxxxxxxxxx and Xxxxxxxx Xxxx to make any monetary or non-monetary reimbursements to me for my commitments, confirmations, consents, and authorizations contained in this undertaking.
7. This undertaking shall be effective as soon as it is executed, and the validity period is the same as the term of the Business Cooperation Agreement.
8. Other outstanding matters in relation to this undertaking, including but not limited to governing law, dispute resolutions, definitions and interpretations, are also the same as those agreed in the Business Cooperation Agreement.
(Signature Page Follows)
(Signature Page of the Spouse Undertaking)
|
|
Promisee: |
/s/ Mo Xxx |
|
|
|
|
|
|
Identification Card Number: [ ] | |
