0001104659-20-140691 Sample Contracts

SHARE SWAP AGREEMENT
Share Swap Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services • Hong Kong

THIS SHARE SWAP AGREEMENT (this “Agreement”), dated as of February 1, 2020 (the “Execution Date”), is entered into by and among the following parties:

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SHARE SUBSCRIPTION AGREEMENT
Share Subscription Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
SHARE SALE AND PURCHASE AGREEMENT
Share Sale and Purchase Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services • Hong Kong
Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services

This Equity Interest Pledge Agreement (this “Agreement”) is executed by and among the following Parties as of February 1, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

LOAN FRAMEWORK AGREEMENT
Loan Framework Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services

WHEREAS, the Lender intends to lend to the Borrower amounts which may be converted into a capital increase by the Lender to the Borrower in the future (the “Conversion into Investment”), as fully agreed by the parties through consultation. NOW, THEREFORE, in consideration of the foregoing borrowing and the Conversion into Investment, the parties hereby enter into this Agreement to be bound hereby.

Exclusive Option Agreement
Exclusive Option Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 1, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services

This Exclusive Business Cooperation Agreement (“Agreement”) is made and entered into by and between the following Parties on February 1, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

LOAN FRAMEWORK AGREEMENT
Loan Framework Agreement • December 31st, 2020 • OneSmart International Education Group LTD • Services-educational services

WHEREAS, the Lender intends to lend to the Borrower or its subsidiaries amounts, as fully agreed by the parties through consultation. NOW, THEREFORE, in consideration of the foregoing borrowing, the parties hereby enter into this Agreement to be bound hereby.

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