0001047469-16-013128 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 12th, 2016 • China Online Education Group • Services-educational services • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2016 by and between China Online Education Group, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).

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Exclusive Option Agreement
Exclusive Option Agreement • May 12th, 2016 • China Online Education Group • Services-educational services

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 18, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”):

Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • May 12th, 2016 • China Online Education Group • Services-educational services

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 18, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”):

Exclusive Option Agreement
Exclusive Option Agreement • May 12th, 2016 • China Online Education Group • Services-educational services • Hong Kong

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of July 21, 2014 in the Republic of the Philippines (the “Philippines”):

EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2016 • China Online Education Group • Services-educational services

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 201 by and between China Online Education Group, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “Group”).

Amended and Restated Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • May 12th, 2016 • China Online Education Group • Services-educational services

This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 14, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”).

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • May 12th, 2016 • China Online Education Group • Services-educational services • Hong Kong

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on July 21, 2014 in the Republic of the Philippines (the “Philippines” ).

Technology Service Agreement (Amended and Restated on December 28, 2015)
Technology Service Agreement • May 12th, 2016 • China Online Education Group • Services-educational services

Address: 24/F, Building B-1, North District Wanda Commercial Plaza, Wanbo Business District, 79 Section 2 Wanbo Road, Nancun Zhen, Panyu District, Guangzhou

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