0001193125-21-166460 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 by and between Zhangmen Education Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card/Passport No. ) (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between Zhangmen Education Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (ID Card / Passport No. ) (the “Executive”).

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services

This Equity Pledge Agreement (“this Agreement”) has been executed by and among the following parties on April 11, 2018 in Shanghai, the People’s Republic of China(“PRC” or the “PRC”):

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services

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

Exclusive Management Service and Business Cooperation Agreement
Exclusive Management Service and Business Cooperation Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services

This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on May 20, 2020 and in Shanghai, the People’s Republic of China (“PRC” or “China”).

Policy Agreement Among GLOBAL ONLINE EDUCATION INC. and INTERNATIONAL FINANCE CORPORATION and IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP Dated May 9, 2019
Policy Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services • Hong Kong

This draft document is not a contract or an offer to enter into a contract. Only the document as executed by IFC and the other parties hereto will contain the terms that bind them. Until the document is executed by IFC and the other parties hereto, neither IFC nor the other parties hereto intend to be bound.

Exclusive Management Service and Business Cooperation Agreement
Service and Business Cooperation Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services

This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 11, 2018 and in Shanghai, the People’s Republic of China (“PRC” or “China”).

EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among Global Online Education Inc. Global Online Education HK Limited and THE OTHER PARTIES NAMED HEREIN April 21, 2021
Adherence Agreement • May 19th, 2021 • Zhangmen Education Inc. • Services-educational services • Hong Kong

WHEREAS, the Group Companies, the Key Parties, the Investors (other than Yangtze Global Growth Fund SPC - QFLP NO.1 SP and Studemont Delta Holdings Limited) and certain other parties therein entered into a Sixth Amended and Restated Shareholders Agreement dated March 19, 2021 (as amended, the “Prior Shareholders Agreement”).

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