ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • June 23rd, 2022 • IDG-Accel China Growth Fund III L.P. • Services-educational services • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 17, 2022 by and among (1) Laix Infinite Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Prilingo Merger 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 (3) certain shareholders of LAIX Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (collectively, the “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • June 23rd, 2022 • IDG-Accel China Growth Fund III L.P. • Services-educational services
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to Class A Ordinary Shares, par value US$0.001 per share of LAIX Inc., a Cayman Islands company; and (ii) that this joint filing agreement may be included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
