Contract
Exhibit 4.41
THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Agreement on Terminating the Original Series of Agreements
This Agreement is entered into on December 30, 2023 by and between:
| 1. | Beijing Weixue Tianxia Education Technology Co., Ltd., a limited liability company duly established and validly existing under the laws of the PRC, with its registered address at Room 0000, 0/X, Xxxxxxxx 00, Xxxx 00, Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx (hereinafter referred to as “Weixue Tianxia”); |
| 2. | Beijing Melo Technology Co., Ltd., a limited liability company duly established and validly existing under the laws of the PRC, with its registered address at X000, 0/X, Xxxxx X, Xxxxxxxxxxxx Zhizao Xxxxxx, Xx. 00 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx (hereinafter referred to as “Melo Technology”); |
| 3. | Xxxx Xxxxxxx, a Chinese citizen, whose ID card number being [***]; |
| 4. | Liang You, a Chinese citizen,whose ID card number being [***]; |
| 5. | Yadong Stars Venture Capital Co., Ltd., a limited liability company duly established and validly existing under the laws of the PRC, with its registered address at Xx. 0, Xxxxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxx (hereinafter referred to as “Yadong Stars”); |
| 6. | Xxxxxx Xxxxxxx Bonded Port Area Bozhong Shangdong Investment Center (Limited Partnership), a partnership duly established and validly existing under the laws of the PRC, with its domicile at M0793, Zone B, Room 000, Xxxxxxxx 0, Xx. 00 Xxxxxx Xxxx, Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxx (hereinafter referred to as “Bozhong Shangdong Investment”); |
| 7. | Xxxxx Xxxxxxx Heli Investment Partnership (Limited Partnership), a partnership duly established and validly existing under the laws of the PRC, with its domicile at 0/X, Xx. 000, Xxxxx Xxxx Xxxx, Xxxxxx Xxxxxx, Xxxxx, Xxxxxxxx (hereinafter referred to as “Shangde Heli Investment”). |
Each of the above parties shall be individually referred to as a “Party” or “the Party” and collectively referred to as the “Parties”; and mutually referred to as a “Party” and “the Other Parties”. Xxxx Xxxxxxx, Xxxxx Xxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxxx Investment and Shangde Heli Investment are collectively referred to as the “Original Shareholders”.
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Whereas,
| 1. | On January 30, 2019, Melo Technology signed an Exclusive Technical Consulting and Service Agreement with Wexue Tianxia. |
| 2. | On January 30,2019, the Original Shareholders, Weixue Tianxia and Melo Technology signed an Exclusive Option Agreement, a Proxy Agreement and an Equity Pledge Agreement (the foregoing three agreements and the Exclusive Technical Consulting and Service Agreement are collectively referred to as the “Original Series of Agreements”). |
| 3. | On December 30, 2023, the equity of Weixue Tianxia was transferred. The Original Shareholders transferred 100% of their total equity in Weixue Tianxia to Xxx Xxxx and Xxxx Xxxxx (hereinafter referred to as the “Equity Transfer”). Upon the completion of the Equity Transfer, the Original Shareholders no longer held any equity in Weixue Tianxia. |
Now therefore, through friendly negotiation, the Parties hereto agree as follows regarding the termination of the Original Series of Agreements:
Article 1 The Parties agree that the Original Series of Agreements shall be terminated as of the date hereof. Melo Technology, Weixue Tianxia and the Original Shareholders no longer enjoy any right or assume any obligation in connection with the Original Series of Agreements.
Article 2 It is acknowledged that there is no dispute or controversy over the performance and termination of the Original Series of Agreements.
Article 3 It is acknowledged and agreed that, the clauses (including but not limited to confidentiality and dispute resolution clauses) that shall survive the termination in accordance with the provisions of the Original Series of Agreements shall remain in full force and effect.
Article 4 The conclusion, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan for the purpose of this Agreement). All disputes arising out of or in connection with this Agreement shall be settled by the Parties through friendly negotiation. If such negotiation fails, any Party shall have the right to submit the dispute to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules then in effect. The arbitration shall be conducted on a confidential basis and the arbitration language shall be Chinese. The arbitration award shall be final and binding on all Parties.
Article 5 This Agreement is made in seven copies, each of which has the same legal effect, and shall come into force after being signed by all Parties.
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(No text on this page, this being a signature page to the Agreement on Terminating the Original Series of Agreements)
Beijing Weixue Tianxia Education Technology Co., Ltd.
| /s/ Seal of Beijing Weixue Tianxia Education Technology Co., Ltd. |
| Legal representative (or authorized representative): | /s/ Xxxxxxx Xxxx |
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(No text on this page, this being a signature page to the Agreement on Terminating the Original Series of Agreements)
Beijing Melo Technology Co., Ltd. (seal):
| /s/ Seal of Beijing Melo Technology Co., Ltd. |
| Legal representative (or authorized representative): | /s/ Xxxxxxxx Xxx |
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(No text on this page, this being a signature page to the Agreement on Terminating the Original Series of Agreements)
Xxxxxx Xxxxxxx Bonded Port Area Bozhong Shangdong Investment Center (Limited Partnership) (seal):
| /s/ Seal of Ningbo Meishan Bonded Port Area Bozhong Shangdong Investment Center |
| Legal representative (or authorized representative): | /s/ Xxxxxxx Xx |
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(No text on this page, this being a signature page to the Agreement on Terminating the Original Series of Agreements)
Xxxx Xxxxxxx
| Signature: | /s/ Xxxx Xxxxxxx |
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(No text on this page, this being a signature page to the Agreement on Terminating the Original Series of Agreements)
Xxxxx Xxx
| Signature: | /s/ Xxxxx Xxx |
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(No text on this page, this being a signature page to the Agreement on Terminating the Original Series of Agreements)
Xxxxx Xxxxxxx Heli Investment Partnership (Limited Partnership) (seal):
| /s/ Seal of Xxxxx Xxxxxxx Heli Investment Partnership (Limited Partnership) |
| Legal representative (or authorized representative): | /s/ Xxxxx Xx |
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(No text on this page, this being a signature page to the Agreement on Terminating the Original Series of Agreements)
Yadong Stars Venture Capital Co., Ltd. (seal):
| /s/ Seal of Yadong Stars Venture Capital Co., Ltd. |
| Legal representative (or authorized representative): | /s/ Donghui Pan |
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