SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2018 • Sunlands Online Education Group • Services-educational services • New York
Contract Type FiledMarch 7th, 2018 Company Industry JurisdictionWHEREAS, pursuant to an amended and restated shareholders agreement dated September 1, 2017 (as amended) by and among the Company, the Purchaser and other parties named therein, the Company shall sell to the Purchaser or its nominee, and the Purchaser shall subscribe or procure its nominee to subscribe, such number of ordinary shares in the Company (“Ordinary Shares”) to be issued in an initial public offering as cornerstone investor or through a concurrent private placement at the offering price for an aggregate consideration of US$30,000,000 (the “Commitment”); in addition, the Company is entitled to request the Purchaser to subscribe or procure its nominee to subscribe, and if so requested the Purchaser or its nominee shall subscribe, additional new Ordinary Shares in such initial public offering at the offering price as cornerstone investor or through a concurrent private placement for an aggregate consideration of up to US$50,000,000 (including the Commitment);
SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2018 • Sunlands Online Education Group • Services-educational services • New York
Contract Type FiledMarch 7th, 2018 Company Industry JurisdictionWHEREAS, the Purchaser wishes to acquire, and the Company wishes to issue to the Purchaser, Ordinary Shares in a transaction exempt from registration with the United States Securities and Exchange Commission (the “SEC”) the pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“Regulation S” and the “Securities Act,” respectively), as contemplated by this Agreement (the “Private Placement”); and