Common Contracts

AGREEMENT AND PLAN OF MERGER by and among Gravitas Education Holdings, Inc., Bright Sunlight Limited, Best Assistant Education Online Limited, and solely for purposes of Sections ‎7.1(d) and ‎7.4(b), NetDragon Websoft Holdings Limited dated as of...

Agreement and Plan of Merger • April 18th, 2023 • Gravitas Education Holdings, Inc. • Services-educational services • Hong Kong

• Contract Type
  Agreement and Plan of Merger
• Filed
  April 18th, 2023
• Company
  Gravitas Education Holdings, Inc.
• Industry
  Services-educational services
• Jurisdiction
  Hong Kong

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 18, 2023 (this “Agreement”), by and among (i) Gravitas Education Holdings, Inc., a Cayman Islands exempted company (“GEHI”), (ii) Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of GEHI (“Merger Sub”), (iii) Best Assistant Education Online Limited, a Cayman Islands exempted company (“Best Assistant”), and (iv) solely for purposes of Sections ‎7.1(d) and ‎7.4(b), NetDragon Websoft Holdings Limited, a Cayman Islands exempted company (“NetDragon”). Each of GEHI, Merger Sub, Best Assistant, NetDragon (solely for purposes of Sections ‎7.1(d) and ‎7.4(b)) and eLMTree (as defined below and after its execution of the Joinder) will individually be referred to herein as a “Party” and, collectively, as the “Parties”.

AGREEMENT AND PLAN OF MERGER by and among

Agreement and Plan of Merger • April 18th, 2023

• Contract Type
  Agreement and Plan of Merger
• Filed
  April 18th, 2023

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 18, 2023 (this “Agreement”), by and among (i) Gravitas Education Holdings, Inc., a Cayman Islands exempted company (“GEHI”), (ii) Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of GEHI (“Merger Sub”), (iii) Best Assistant Education Online Limited, a Cayman Islands exempted company (“Best Assistant”), and (iv) solely for purposes of Sections 7.1(d) and 7.4(b), NetDragon Websoft Holdings Limited, a Cayman Islands exempted company (“NetDragon”). Each of GEHI, Merger Sub, Best Assistant, NetDragon (solely for purposes of Sections 7.1(d) and 7.4(b)) and eLMTree (as defined below and after its execution of the Joinder) will individually be referred to herein as a “Party” and, collectively, as the “Parties”.