SUNLANDS ONLINE EDUCATION GROUP AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • March 7th, 2018 • Sunlands Online Education Group • Services-educational services • New York
DEPOSIT AGREEMENT dated as of , 2018 among SUNLANDS ONLINE EDUCATION GROUP, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2018 • Sunlands Online Education Group • Services-educational services • New York
WHEREAS, pursuant to an amended and restated shareholders agreement dated September 1, 2017 (as amended) by and among the Company, the Purchaser and other parties named therein, the Company shall sell to the Purchaser or its nominee, and the Purchaser shall subscribe or procure its nominee to subscribe, such number of ordinary shares in the Company (“Ordinary Shares”) to be issued in an initial public offering as cornerstone investor or through a concurrent private placement at the offering price for an aggregate consideration of US$30,000,000 (the “Commitment”); in addition, the Company is entitled to request the Purchaser to subscribe or procure its nominee to subscribe, and if so requested the Purchaser or its nominee shall subscribe, additional new Ordinary Shares in such initial public offering at the offering price as cornerstone investor or through a concurrent private placement for an aggregate consideration of up to US$50,000,000 (including the Commitment);
