Common use of Form of Cooperation Clause in Contracts

Form of Cooperation. 1. In order to carry out comprehensive cooperation, in addition to this Agreement, at the same time as the execution of this agreement, certain Parties have signed a series of Cooperation Agreements, including but not limited to, the Exclusive Technical Service and Management Consulting Agreement, the Exclusive Call Option Agreement, the Equity Pledge Agreement, the Shareholders’ Rights Entrustment Agreement and the Shareholders’ Rights Power of Attorney. The Parties confirmed that through the signing of the Cooperation Agreements, various business relationships have been established between WFOE and the Domestic Affiliates, and WFOE will provide Domestic Affiliates with technical services, management support services, consulting services and intellectual property licenses required for the conducting of offline English training business and tourism business activities, including but not limited to preparation, selection and/or recommendation of training centers/schools courses and textbooks, recruitment of teachers and other staff, training support, admissions support,, public relations maintenance, market research and development, management and marketing consulting and other related services, and the payment of various amounts that the Domestic Affiliates should pay to WFOE under such agreements. Therefore, the daily operating activities of the Domestic Affiliates will have a substantial impact on their ability to pay the corresponding amount to WFOE. 2. All Parties unanimously agree that the comprehensive cooperation established by the Parties through the signing of the Cooperation Agreements is exclusive. Unless the WFOE has agreed in writing in advance, during the valid period of the Cooperation Agreements, the Domestic Affiliates, Meten Education Shareholders are not allowed to negotiate with any third party or conduct any form of cooperation that competes or conflicts with or is similar to the above cooperation. 3. In order to ensure the performance of the Cooperation Agreements, the Domestic Affiliates shall abide by the following provisions, and if the Domestic Affiliates establish any subordinate enterprises and units in the future, the Domestic Affiliates shall prompt their subordinate enterprises and units to comply with the following provisions: a) Cautiously and effectively conduct offline English training business and tourism business activities in accordance with good financial and business standards, and maintain the asset value of Domestic Affiliates and the quality and level of offline English training and teaching and tourism services; b) Prepare its development plan and annual work plan in accordance with the instructions of the WFOE; c) Engage in offline English training business, tourism business and other related businesses with the assistance of WFOE; d) Conduct related business, manage day-to-day operations and conduct financial management in accordance with WFOE’ s advice, recommendations, guidelines and other business instructions; e) Implement the WFOE’ s advice on the appointment and dismissal of senior management and staff; f) Adopt WFOE’ s recommendations, guidelines and plans for its strategic development; g) Based on the purpose of developing offline English training business and tourism business, continue to operate related businesses and maintain the timely updates and continuous effectiveness of the relevant licenses and permits owned by them; h) At the request of the WFOE, provide related materials on the business operation management and financial status of the Domestic Affiliates, and promptly inform WFOE of any or potential significant adverse effects in its business and business operation processes, and use their best efforts to prevent the occurrence of such events and/or increase in loss; i) At the request of the WFOE, purchase from the insurance company agreed by the WFOE and holds insurance for the assets and business of the Domestic Affiliates. The amount and type of the insurance shall be the same as those usually purchased by the companies and private non-enterprise units operating similar businesses or having similar assets or properties in the same region. Meten Education Shareholders severally but not jointly covenant that they will procure and ensure that the above obligations are fulfilled. 4. Meten Education Shareholders agree that they will ensure the person designated by WFOE to be the director (council) of the Domestic Affiliates in accordance with the laws and regulations and the procedures stipulated in the bylaws of the Domestic Affiliates, and ensure that the person recommended by WFOE to be the chairman of directors (councils) (if any) of the Domestic Affiliates, and the person designated by the WFOE to be the manager, chief financial officer and other senior managements of the Domestic Affiliates. 5. If the director (council) or senior management designated by the WFOE in Section 4 above no longer has a labor or employment relationship with the WFOE, whether by voluntary resignation or dismissal by WFOE, it will lose the qualification to hold any position in the Domestic Affiliates. . In such a case, other persons designated by the WFOE shall be appointed to the corresponding positions in accordance with the provisions of Section 4 above. 6. For the purposes of Sections 4 and 5 above, the Domestic Affiliates shall, in accordance with the law, the bylaws of the Domestic Affiliates and the provisions of this Agreement, take all necessary internal and external procedures to legally complete the above dismissal and appointment. 7. The Domestic Affiliates will provide the WFOE with all the information on the operation and financial status of the Domestic Affiliates in full compliance with the requirements of the WFOE. 8. If any investigation, litigation, arbitration, administrative proceedings or other legal proceedings involving the assets, business and income of a Domestic Affiliates occurs or may occur, the Domestic Affiliates undertake to immediately notify the WFOE of the above situations. 9. Meten Education Shareholders hereby confirmed that they have authorized WFOE or person designated by WFOE to exercise all voting rights as Meten Education Shareholders in the shareholding meeting of Meten Education by signing the Shareholders’ Rights Entrustment Agreement and the Shareholders’ Power of Attorney with the WFOE. Meten Education Shareholders agree that they will provide all assistance to the WFOE in exercising such rights, including but not limited to, at any time, in accordance with the requirements of the WFOE, providing to or withdraw from the person designated by WFOE to the power of attorney related to the entrusted matters. 10. The Domestic Affiliates agrees that, without the prior written consent of WFOE, the Domestic Affiliates shall not declare or actually distribute to the Meten Education Shareholder any teaching revenues or any other income or benefit (regardless of its specific form); Meten Education Shareholders agree, if it obtains any teaching revenues or any other income or benefits (regardless of its specific form) from its Domestic Affiliates, it shall, at the time of realization, transfer such proceeds or benefits to WFOE without any conditions and compensation. 11. In the event that the WFOE is to be dissolved, liquidated, bankrupt or reorganized, Meten Education Shareholders and the Domestic Affiliates unconditionally agree that the other persons designated by the Proposed Listed Company will inherit the rights and obligations of the WFOE under the Cooperation Agreements and agree to sign any necessary documents, take all necessary measures to cooperate with the person designated by the Proposed Listed Company to realize the smooth inheritance of the aforementioned contractual rights and obligations; or Meten Education Shareholders agree, according to the instructions of the Proposed Listed Company, legally procure the sale or disposal in other means in accordance with the instructions of Proposed Listed Company of the direct and/or indirect equities held by the Meten Education Shareholders in the Domestic Affiliates, and procure the free transfer of the full price from the disposal in such means of the direct and / or indirect equities held by the Meten Education Shareholders in the Domestic Affiliates to the Proposed Listed Company or other persons designated by the Proposed Listed Company; or Meten Education Shareholders agree to, in accordance with the instructions of the Proposed Listed Company, legally procure the sale or disposal in other means in accordance with the instructions of Proposed Listed Company of part or all of the assets of the Domestic Affiliates, and procure the free transfer of the part of the price from the disposal in such legal means of the assets of the Domestic Affiliates that shall be attributed to the Meten Education Shareholders to the Proposed Listed Company or the persons designated by the Proposed Listed Company. 12. Meten Education Shareholders agree and not jointly covenant that, in the event of the dissolution or liquidation of the Domestic Affiliates, firstly, the WFOE and/or its authorized persons shall be entitled to exercise all shareholders ‘ and/or organizers ‘ rights on behalf of the shareholders and/or organizers of the Domestic Affiliates, including but not limited to the rights to decide on the dissolution or liquidation of Domestic Affiliates, designate and appoint members of the liquidation group of the Domestic Affiliates and/or their agents, approve the liquidation plan and liquidation report; secondly, the shareholders and/or organizers of the Domestic Affiliates agree to freely transfer to the WFOE or other persons designated by the Proposed Listed Company, all the properties obtained or entitled to it as the shareholders and/or organizers of the Domestic Affiliates due to the dissolution or liquidation of the Domestic Affiliates, and direct the liquidation group of the Domestic Affiliates to directly transfer the above property to the WFOE and/or other persons designated by the Proposed Listed Company; thirdly, if in accordance with the laws of PRC in force at that time, the foregoing alleged transfer shall not be free, except for the paid transfer and direct delivery according to the instructions, Meten Education Shareholders further agree to return the transfer consideration in full and appropriate method to the WFOE and/or other person designated by the Proposed Listed Company, and guarantee that WFOE and/or other persons designated by the Proposed Listed Company are not subject to any loss. 13. If Meten Education’ s capital will be increased by Meten Education Shareholders, Meten Education Shareholders agree and confirm that they shall pledge all the shares corresponding to the increase in the registered capital of the Meten Education to the WFOE as the guarantee for the performance of the obligations under the Cooperation Agreements and the debt repayment. The Parties agree that Meten Education Shareholders shall prepare the agreements related to the pledge of the corresponding part of the capital increase before the capital increase of Meten Education, and sign the equity pledge agreement on the date of completion of the industrial and commercial capital increase registration, and complete the equity pledge registration procedure as soon as possible. 14. If the guarantee period specified in the Equity Pledge Agreement expires, or the guarantee period registered by the relevant pledge registration authority expires, and the agreements other than the Equity Pledge Agreement among the Cooperation Agreements are still valid, the relevant guarantor shall continue to provide guarantee for the performance of the obligations under the Cooperation Agreements and the debt repayment with the equity of the Meten Education that it holds, and the scope of the collateral provided shall not be less than the scope of the collateral under the original guarantee contract, and such guarantees continued to be provided shall be satisfactory to the WFOE and the Proposed Listed Company, and the relevant guarantors will do their best to register the pledges and other matters with the relevant registration authorities. 15. Meten Education Shareholders and Domestic Affiliates hereby confirm and agree that, unless they have obtained the prior written consent of WFOE or the person designated by WFOE, Meten Education Shareholders and Domestic Affiliates will not conduct or procure any activity or transaction that may materially affect the assets, business, personnel, obligations, rights or activities or transactions operated by the Domestic Affiliates, , nor will they engage in or procure any activity or transaction that has the potential material effect on the ability of the Meten Education Shareholders and Domestic Affiliates to perform their obligations under the Cooperation Agreements. including but not limited to: a) The establishment of any subordinate enterprises and units of Domestic Affiliates, including subsidiaries, branches and private non-enterprise units; b) Carrying out any activities beyond the normal business scope of the Domestic Affiliates or its subsidiaries or units, or change of the operation mode of the Domestic Affiliates or their subsidiaries or units; c) The merge, division, change of organizational form, dissolution, and liquidation of Domestic Affiliates and/or their subordinate enterprises or units; d) Any borrowing, loans incurred by, or the inheritance or acceptance of, or providing any guarantee for any debt by Meten Education Shareholders from or to the Domestic Affiliates or their subsidiaries or units; e) Any borrowing, loans incurred by, or the inheritance or acceptance of, or providing any guarantee for any debt by the Domestic Affiliates or their affiliated enterprise, unless such debt incurs during the ordinary course of business of the Domestic Affiliates and the amount of each debt is less than RMB 500,000; f) Alteration or dismissal of any directors (councils), supervisors of the Domestic Affiliates or their subsidiaries or units or the alteration of any senior management personnel of the Domestic Affiliates or their subsidiaries or units, including but not limited to managers, deputy managers, chief financial officers, technical directors, etc., or increase or decrease of the remuneration and benefits of the directors (councils), headmasters, supervisors, managers and other senior management personnel of the Domestic Affiliates or their subsidiaries or units, or alteration of the terms and conditions of employment of the directors (councils), headmasters, supervisors, managers and other senior management personnel of the Domestic Affiliates or their subsidiaries or units; g) Selling, transferring, lending to, or authorizing any third party other than the WFOE or its designee to use or otherwise dispose of the assets or rights of the Domestic Affiliates or their subsidiaries or units, including but not limited to the domain name, trademark, intellectual property, and proprietary technology registered by the Domestic Affiliates or their subsidiaries or units, or any assets or rights purchased by the Domestic Affiliates or its subsidiaries or units from the third party, other than assets for disposed or purchased by the Domestic Affiliates required for its daily operation, and the where the value of the assets involved in the transaction does not exceed RMB 500,000; h) Sale of shares and/or organizer rights in Domestic Affiliates or their subsidiaries or units to any third party other than WFOE or its designee, or increase or decrease of the registered capital of Domestic Affiliates or their subsidiaries or units; or change of the structure of equities and/or organizer rights of the Domestic Affiliates or their subsidiaries or units in any method; i) Providing guarantees with the equity and/or organizer rights, assets or rights of Domestic Affiliates or their subsidiaries or units to any third party other than WFOE or its designees or procuring the Domestic Affiliates or their subsidiaries or units to provide any other form of guarantee, or impose any other encumbrances on the equity and/or organizer rights of or the assets owned by the Domestic Affiliates or their subsidiaries or units; j) Amendment, modification