REGISTRATION RIGHTS AGREEMENT by and between Tarena International, Inc. and Talent Fortune Investment Limited Dated as of July 17, 2015Registration Rights Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 17, 2015, by and between Tarena International, Inc., a Cayman Islands exempted company (the “Company”), and Talent Fortune Investment Limited, a Cayman Islands limited liability company (“KKR”).
CONVERTIBLE BOND PURCHASE AGREEMENT (this “Agreement”) made on July 14, 2015 AMONG: RECITALS: AGREEMENT:Convertible Bond Purchase Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services • Hong Kong
SHARE CHARGE AGREEMENT (this “Charge”) is made as a deed on July 15, 2015. BETWEEN: RECITALS: AGREEMENT:Share Charge Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services • New York
SHARE PURCHASE AGREEMENT (this “Agreement”) dated June 13, 2015, is entered into between Talent Fortune Investment Limited, a limited liability company incorporated under the laws of Cayman Islands (the “KKR Purchaser”), Connion Capital Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Founder Purchaser”, and, together with the KKR Purchaser, each a “Purchaser” and collectively the “Purchasers”) and Goldman Sachs Investment Partners Master Fund, L.P., a Cayman Islands exempted limited partnership, and Goldman Sachs Investment Partners Private Opportunities Holdings, L.P., a Cayman Islands exempted limited partnership, (collectively, the “Sellers” and each, individually, a “Seller”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of July 10, 2015, is made by and between Connion Capital Limited, a limited liability company incorporated under the laws of British Virgin Islands (“Assignor”) and Moocon Education Limited, a limited liability company incorporated under the laws of British Virgin Islands (“Assignee”). The Assignor and the Assignee are each referred to as a “Party” and are referred to collectively as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Tarena International, Inc., including Class A Ordinary Shares represented by American depositary shares, and that this Agreement be included as an Exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
