0001047469-18-001245 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2018 by and between OneSmart International Education Group Limited, 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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EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2018 by and between OneSmart International Education Group Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual with [passport/ID number] (the “Executive”).

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Exclusive Purchase Right Agreement
Exclusive Purchase Right Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
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Exclusive Technology and Consultation Service Agreement
Exclusive Technology and Consultation Service Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services

This Exclusive Technology and Consultation Service Agreement (“Agreement”) is executed in Shanghai, the People’s Republic of China (“PRC”) on January 24, 2018 by and between:

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OneSmart International Education Group Limited AMENDMENT TO SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
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Shareholders’ Voting Rights Agreement
Shareholders’ Voting Rights Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
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Equity Pledge Agreement
Equity Pledge Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
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Loan Agreement
Loan Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

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SERIES A-1 PREFERRED SHARE PURCHASE AGREEMENT
Series a-1 Preferred Share Purchase Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong

THIS SERIES A-1 PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into on April 21, 2017 (the “Effective Date”) by and among:

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong

A As of the date hereof, the Ordinary Shareholder owns 100% of the issued shares of the Company, the Company owns 100% of the issued shares of the BVI Company, and the BVI Company owns 100% of the share capital of the HK Company.

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Shareholders’ Voting Rights Agreement
Shareholders’ Voting Rights Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong

And therefore, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services • Hong Kong

And therefore, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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PAYMENT ARRANGEMENT AGREEMENT
Payment Arrangement Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services

THIS PAYMENT ARRANGEMENT AGREEMENT (this “Agreement”) is made and entered into in Shanghai, the People’s Republic of China on December 12, 2017 by and among:

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Equity Pledge Agreement
Equity Pledge Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
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PAYMENT ARRANGEMENT AGREEMENT
Payment Arrangement Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services

THIS PAYMENT ARRANGEMENT AGREEMENT (this “Agreement”) is made and entered into in Shanghai, the People’s Republic of China on January 29, 2018 by and among:

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Loan Agreement
Loan Agreement • March 2nd, 2018 • OneSmart International Education Group LTD • Services-educational services
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