FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of _________, 20___, is made by and between TAL Education Group, a Cayman Islands company (the “Company”) and _________ (the “Indemnitee”)
Equity Pledge Supplemental AgreementEquity Pledge Supplemental Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • Beijing
TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”) with its legal address at Room 1702-03, Lantian Hesheng Building, No.32, Zhongguancun Street, Haidian District, Beijing.
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Dated this 12th Day of August 2009 by and among Xueersi International Education Group, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED,...Shareholder Agreements • September 29th, 2010 • TAL Education Group • Services-educational services • New York
Unless the context requires or provides otherwise, the Company, HK Company, the WFOE, the Domestic Companies and their Subsidiaries (including schools and company branches under direct or indirect control thereof) are hereinafter collectively referred to as “Group Entities”, and each a “Group Entity”.
Call Option AgreementCall Option Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • Beijing
TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”) with its legal address at No.1 Floor 2, Suzhou Street, Haidian District, Beijing.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between TAL Education Group, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”).
SHARE PURCHASE AGREEMENT Dated this 12th Day of August 2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINA HOLDINGS KTB CHINA OPTIMUM FUND and...Share Purchase Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • New York
This SHARE PURCHASE AGREEMENT (the “Agreement”) is made on August 12, 2009, by and among the Persons listed on Schedule 1A attached to this Agreement (each a “Seller” and together the “Sellers”), the individualsas listed on Schedule 1C attached to this Agreement (each a “Founder” and together the “Founders”), Xueersi International Education Group, a company organized under the laws of the Cayman Islands (the “Company”); TAL Group Limited (the “HK Company”), a company organized under the laws of Hong Kong; TAL Education Technology (Beijing) Co., Ltd. () (the “WFOE”), a wholly foreign-owned enterprise organized under the laws of the PRC; Beijing Xueersi Education Technology Co., Ltd. () (“Xueersi Education”), a company organized under the laws of the PRC; Beijing Xueersi Network Technology Co., Ltd. (), a company organized under the laws of the PRC (“Xueersi Technology”, together with Xueersi Education, the “Domestic Companies”) and the Persons listed on Schedule 1B attached to this Agre
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • Beijing
This Exclusive Business Cooperation Agreement (“Agreement”) is entered into as of June 25, 2010 by and among the following parties in Beijing, the People’s Republic of China (“PRC”), and amends and restates the Service Agreements executed on February 12, 2009, including the supplemental agreement thereto, and the exclusive business cooperation framework agreement executed on June 10, 2010:
Dated February 12, 2009 SHARE PURCHASE AGREEMENT For the Issuance of Series A Preferred Shares in TAL group (a company incorporated in Cayman Islands)Share Purchase Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • Hong Kong
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 12,2009 by and among TAL group, an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”); TAL Group Limited, a limited liability company organized under the laws of Hong Kong Special Administrative Region of the People’’s Republic of China (the “PRC”) and wholly owned by the Company (the “HK Holdco”); TAL Education Technology (Beijing) Co., Ltd. (), a wholly foreign-owned enterprise established under the laws of the PRC (the “WFOE”); Beijing Xueersi Education Technology Co., Ltd. (), a limited liability company established under the laws of PRC (“XueErSi Education” or “Domestic Holdco”), Beijing Xueersi Network Technology Co., Ltd. (), a limited liability company established under the laws of PRC (“XueErSi Network”); the persons listed on Exhibit A hereto (collectively, the “Founders” and each, a “Founder”); and the persons listed on Ex
ASSUMPTION AGREEMENTAssumption Agreement • September 29th, 2010 • TAL Education Group • Services-educational services • New York
THIS ASSUMPTION AGREEMENT is made the 4th day of September, 2009, by and between Xueersi International Education Group (the “Company”); and KTB CHINA OPTIMUM FUND (the “New KTB Investor”).
