NOTE PURCHASE AGREEMENT (this “Agreement”) made on February 6, 2018Note Purchase Agreement • February 8th, 2018 • Ma Kevin Xiaofeng • Services-educational services
in the form of Exhibit B (the “Second Note”), in the principal amount of US$10,000,000 (the “Second Note Principal Amount”), upon the terms and subject to the conditions set forth herein.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 8th, 2018 • Ma Kevin Xiaofeng • Services-educational services • Hong Kong
WHEREAS, the Seller owns all of the issued and outstanding Equity Interests (defined below) of Xing Wei, which in turn owns all of the issued and outstanding Equity Interests of 众效致行教育科技（北京）有限公司 (Zhongxiao Zhixing Education Technology (Beijing) Limited), a limited liability company incorporated under the Laws of the PRC and a wholly-owned subsidiary of Xing Wei (“Zhongxiao”), which in turn owns ten percent (10%) of the issued and outstanding Equity Interests of全美在线（北京）教育科技股份有限公司 (ATA Online (Beijing) Education Technology Co., Ltd.), a company limited by shares incorporated under the Laws of the PRC (“ATA Online”, collectively with ATA Learning (where applicable) and Zhongxiao, the “Acquired Companies” and each, an “Acquired Company”);
