GOOD SPIRIT LIMITED (晨曜有限公司) NETEASE, INC. NET DEPTH HOLDINGS, INC. YOUDAO, INC. SUBSCRIPTION AGREEMENT FOR SERIES A PREFERRED SHARES IN YOUDAO, INC.

1.  Interpretation

2.  Subscription of Shares

3.  Conditions

4.  Completion

5.  Warranties

6.  The Investor’s Remedies

7.  Confidential Information

8.  Announcements

9.  Costs and Taxes

10.  General

11.  Entire Agreement

12.  Assignment

13.  Notices

14.  Governing Law and Jurisdiction

15.  Governing Language

16.  Third Party Rights

Schedule 1 Information about the Company and the Subsidiaries

Part A The Company

Part B The Subsidiaries

Schedule 2 Share Capitalisation

Part A Share capitalisation as at Signing

Part B Share capitalisation immediately after Completion

Schedule 3 Completion Requirements

Schedule 4 Warrantors’ Warranties

Schedule 5 Action pending Completion

Schedule 6 Form of Shareholders Agreement

Schedule 7 Form of Articles of Association

Schedule 8 Limitations on the Warrantors’ Liability

Schedule 9 Restructuring

GOOD SPIRIT LIMITED (晨曜有限公司), a company incorporated in Hong Kong with limited liability, whose registered office is at ▇▇/▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the “Investor”);

NETEASE, INC., a company incorporated in the Cayman Islands with limited liability, whose principal business address is at Building ▇▇. ▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ (Phase II), ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the PRC (the “Founding Shareholder”);

NET DEPTH HOLDINGS, INC., a BVI Business Company incorporated in the British Virgin Islands, whose registered office is at the offices of ▇▇▇▇▇▇ Corporate Services (BVI) Limited, Kingston ▇▇▇▇▇▇▇▇, PO Box 173, Road Town, Tortola, British Virgin Islands (the “Management SPV”); and

YOUDAO, INC., a company incorporated in the Cayman Islands with limited liability, whose registered office is at the offices of ▇▇▇▇▇▇ Corporate Services Limited, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman Islands (the “Company”).

The Company is a company duly organized and validly existing under the laws of the Cayman Islands, and the particulars of the Company and each of the other Group Companies as of the date of this Agreement are set forth in Schedule 1 (Information about the Company and the Subsidiaries).

The Investor agrees to subscribe for, and the Company agrees to allot and issue, certain Series A Preferred Shares on the terms and subject to the conditions in this Agreement.

INTERPRETATION

Definitions

all information which is used in or otherwise relates to any party’s business, customers or financial or other affairs including information relating to:

the marketing of goods or services including customer names and lists and other details of customers, sales targets, sales statistics, market share statistics, prices, market research reports and surveys, and advertising or other promotional materials;

future projects, business development or planning, commercial relationships and negotiations; or

Intellectual Property and Knowhow; and

all information which relates to the provisions or subject matter of this Agreement or any document referred to herein or the negotiations relating to this Agreement,

to the extent that it is generally known to the public not as a result of any breach of duty of confidentiality;

that was lawfully in the possession of the receiving party prior to its disclosure by the disclosing party; or

that is or becomes available to the receiving party other than as a result of a disclosure by a person which the receiving party knows is in breach of a duty of confidentiality owed to the disclosing party.

a business cooperation agreement (业务合作协议) dated 1 July 2015 between Youdao IT and Youdao Computer in relation to, among other things, the provision of certain technical services;

a loan agreement (借款协议) dated 26 September 2016 between Ding Lei (丁磊) and Youdao IT;

a shareholder voting rights trust agreement (股东表决权委托协议) dated 26 September 2016 between Ding Lei, Youdao IT and Youdao Computer;

an operating agreement (业务运营协议) dated 26 September 2016 between Ding Lei, Youdao IT and Youdao Computer;

an exclusive purchase option agreement ( 独家购买权合同) dated 26 September 2016 between Ding Lei, Youdao IT and Youdao Computer;

an equity pledge agreement ( 股权质押协议) dated 26 September 2016 between Ding Lei and Youdao IT;

a loan agreement (借款协议) dated 23 February 2017 between ▇▇▇▇ ▇▇▇▇▇▇▇ (赵建昆) and LangSheng;

a loan agreement (借款协议) dated 23 February 2017 between Zhou Feng (周枫) and LangSheng;

a shareholder voting rights trust agreement (股东表决权委托协议) dated 23 February 2017 between ▇▇▇▇ ▇▇▇▇▇▇▇ and LangSheng;

a shareholder voting rights trust agreement (股东表决权委托协议) dated 23 February 2017 between Zhou Feng and LangSheng;

an operating agreement (业务运营协议) dated 23 February 2017 between ▇▇▇▇ ▇▇▇▇▇▇▇, LangSheng and KaoShen;

an operating agreement (业务运营协议) dated 23 February 2017 between Zhou Feng, LangSheng and KaoShen;

an exclusive purchase option agreement (独家购买权合同) dated 23 February 2017 between ▇▇▇▇ ▇▇▇▇▇▇▇, LangSheng and KaoShen;

an exclusive purchase option agreement (独家购买权合同) dated 23 February 2017 between Zhou Feng, LangSheng and KaoShen;

an equity pledge agreement (股权质押协议) dated 23 February 2017 between ▇▇▇▇ ▇▇▇▇▇▇▇ and LangSheng;

an equity pledge agreement (股权质押协议) dated 23 February 2017 between Zhou Feng and LangSheng; and

immediately prior to and on or after Completion, shall include the agreements listed at paragraphs 2.1 to 2.5 of Schedule 9 (Restructuring).

any permit, licence, consent, approval, certificate, qualification or other authorisation; or

any filing, notification, or registration,

References

a “subsidiary” means, with respect to a company, any other company in which the first mentioned company directly or indirectly owns more than 50 per cent of the voting shares, registered capital or other equity interest in the other company;

a “holding company” means, with respect to a company, any other company which directly or indirectly owns more than 50 per cent of the voting shares, registered capital or other equity interest in the first mentioned company;

a “person” includes a reference to any individual, company, enterprise or other economic organisation, or any government authority or agency, or any joint venture, association, partnership, collective, trade union or employee representative body (whether or not having separate legal personality) and includes a reference to that person’s legal personal representatives, successors and permitted assigns;

a “party” or “parties”, unless the context otherwise requires, is a reference to a party or parties to this Agreement and includes a reference to that party’s successors and permitted assigns;

an agreement or a document is a reference to such agreement or document as amended, restated or supplemented from time to time, unless otherwise expressed to the contrary;

a “Clause”, “paragraph” or “Schedule”, unless the context otherwise requires, is a reference to a clause or paragraph of, or schedule to, respectively, this Agreement;

a statutory provision includes a reference to the statutory provision as modified from time to time before the date of this Agreement and any implementing regulations made under the statutory provision (as so modified) before the date of this Agreement;

any Hong Kong legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than Hong Kong be deemed to include what most nearly approximates in that jurisdiction to the Hong Kong legal term and any Hong Kong ordinance or regulation shall be construed so as to include equivalent or analogous laws of any other jurisdiction;

liability under, pursuant to or arising out of (or any analogous expression) any agreement, contract, deed or other instrument includes a reference to contingent liability under, pursuant to or arising out of (or any analogous expression) that agreement, contract, deed or other instrument;

a party being liable to another party, or to liability, includes, but is not limited to, any liability in equity, contract or tort (including negligence) or under the Misrepresentation Ordinance (Chapter 284 of the laws of Hong Kong);

a time of the day is a reference to the time in Hong Kong;

the singular includes the plural and vice versa unless the context otherwise requires; and

the ejusdem generis principle of construction shall not apply to this Agreement. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms “other”, “including” and “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

Schedules

Headings

Knowledge of Warrantors

SUBSCRIPTION OF SHARES

Subscription of Series A Preferred Shares

The Investor agrees to subscribe from the Company for, and the Company agrees to allot and issue to the Investor, the number of Series A Preferred Shares set out opposite its name in Part B (Share capitalisation immediately after Completion) of Schedule 2 (Share Capitalisation) (the “Subscription Shares”) at the subscription price of USD10.2717 per Share, free from any Encumbrances. The aggregate subscription price for the Subscription Shares shall be USD20,000,000 (the “Subscription Price”).

The Subscription Shares, when allotted and issued at Completion, will comprise 1.79 per cent of the Company’s entire allotted and issued Share capital on a fully-diluted and as-converted basis.

Use of proceeds

in accordance with the capital utilization plan to be adopted by the board of directors of the Company at the first meeting of the board of directors of the Company after Completion; or

as otherwise agreed between the Company and the Investor.

CONDITIONS

Conditions to the Parties’ Obligations at Completion

No provision of any Applicable Laws has prohibited the consummation of the transactions contemplated by this Agreement.

Conditions to the Company’s obligations at Completion

there has been no material breach of any of the Investor’s Warranties on the date of this Agreement and as at Completion as if made on that date;

there has been no material breach by the Investor of any provision contained in this Agreement;

the due execution by the Investor of the Transaction Documents that are required to be executed by the Investor on or prior to the Completion;

the passing of resolutions of the board of directors of the Investor approving the execution and performance of this Agreement and each of the other Transaction Documents to which the Investor is a party; and

the obtaining of all consents or approvals and the giving of all notifications by the Investor that are required to be obtained or made by the Investor to consummate the transactions contemplated by this Agreement.

Conditions to the Investor’s obligations at Completion

there has been (i) no material breach of any of the Warrantors’ Warranties (other than the Fundamental Warranties) and (ii) no breach of any of the Fundamental Warranties, in each case on the date of this Agreement and as at Completion as if made on that date;

there has been no material breach by any of the Warrantors of any provision contained in this Agreement (including Schedule 5 (Action pending Completion));

the due execution of the Transaction Documents that are required to be executed by each of the relevant parties thereto (other than the Investor);

the passing of resolutions of the shareholders of the Company adopting the Articles of Association with effect from Completion;

the passing of resolutions of the board of directors of the Company approving the execution and performance of this Agreement, each of the other Transaction Documents to which the Company is a party and the allotment and issuance of the Subscription Shares;

the passing of resolutions of the board of directors of the Founding Shareholder approving the execution and performance of this Agreement and each of the other Transaction Documents to which the Founding Shareholder is a party;

the passing of resolutions of the board of directors of the Management SPV approving the execution and performance of this Agreement and each of the other Transaction Documents to which the Management SPV is a party;

the obtaining of all consents or approvals and the giving of all notifications by the Company that are required to be obtained or made by the Company to consummate the transactions contemplated by this Agreement; and

completion of the Restructuring.

Responsibility for Satisfaction of Conditions

Each Warrantor shall make all reasonable efforts to achieve satisfaction of each Condition set out in Clause 3.3 as soon as possible before the tenth (10th) Business Days after the date of this Agreement. If, despite such reasonable efforts, any of such Conditions has not been satisfied by that date then each Warrantor shall make all reasonable efforts to achieve satisfaction of those Conditions as soon as practicable after that date and in any event not later than the Long Stop Date.

The Investor shall make all reasonable efforts to achieve satisfaction of each Condition set out in Clause 3.2 as soon as possible before the tenth (10th) Business Days after the date of this Agreement. If, despite such reasonable efforts, any of such Conditions has not been satisfied by that date then the Investor shall make all reasonable efforts to achieve satisfaction of those Conditions as soon as practicable after that date and in any event not later than the Long Stop Date.

If, at any time, any of the parties becomes aware of the satisfaction of any Condition that it is responsible for the satisfaction or becomes aware of any fact or circumstance that might prevent any Condition from being satisfied, it shall immediately inform the other parties in writing.

Waiver of Conditions

Non-satisfaction of Conditions

If any Condition set out in Clauses 3.1 and 3.3 has not been waived in accordance with Clause 3.5 (Waiver of Conditions) or satisfied by the Long Stop Date (as applicable), the Investor shall have the right to terminate this Agreement with immediate effect by giving written notice to the Company and Clause 6.3 (Effect of termination) shall apply.

If any Condition set out in Clauses 3.1 and 3.2 has not been waived in accordance with Clause 3.5 (Waiver of Conditions) or satisfied by the Long Stop Date (as applicable), the Company shall have the right to terminate this Agreement with immediate effect by giving written notice to the Investor and Clause 6.3 (Effect of termination) shall apply.

COMPLETION

Remote Completion

Actions to be Taken at Completion

the Company shall:

allot and issue to the Investor the Subscription Shares, as fully paid and free from any Encumbrances;

register the Investor as the holder of the Subscription Shares in the register of members of the Company; and

deliver to the Investor a copy of the share certificate in the name of the Investor reflecting the Investor as the holder of the Subscription Shares, certified as a true copy by the Company’s registered agent (with the original share certificate to be delivered to the Investor in accordance with Clause 13 by no later than ten (10) Business Days after but not including the Completion Date);

the Investor shall pay an amount equal to the Subscription Price in US Dollars without any deduction or set-off by wire transfer of immediately available funds to the Company’s Bank Account, the details of which shall have been notified by the Company to the Investor at least three (3) Business Days before the Completion Date; and

the Company and the Investor shall do all those things respectively required of them in Schedule 3 (Completion Requirements).

Simultaneous Actions at Completion

Right to Postpone or Terminate

proceed to Completion to the extent reasonably practicable;

postpone Completion to a date not later than the Long Stop Date; or

terminate this Agreement.

Postponement of Completion

WARRANTIES

Warrantors’ Warranties

Investor’s Warranties

the Investor has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights and perform its obligations under this Agreement and each Transaction Document to which it is a party;

the Investor’s obligations under this Agreement and each Transaction Document to which it is a party are, or when the relevant document is executed will be, valid, legal and binding, and enforceable in accordance with their respective terms;

at Completion, the Investor will have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement;

the Investor is subscribing for the Subscription Shares for its own account, for purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of Applicable Laws; and

the execution and delivery of, and the performance by the Investor of its obligations under, this Agreement or any Transaction Document to which the Investor is a party will not result in a breach of (a) the constitutive documents of the Investor; (b) any agreement, arrangement, instrument, document or obligation to which the Investor is a party; or (c) any laws, regulations, rules, policies or orders to which the Investor is subject.

Reliance on Warranties

Each of the Warrantors acknowledges that the Investor is entering into this Agreement in reliance on each Warrantors’ Warranty which has also been given as a representation and with the intention of inducing the Investor to enter into this Agreement.

The Investor acknowledges that each of the Warrantors is entering into this Agreement in reliance on each Investor’s Warranty which has also been given as a representation and with the intention of inducing the Warrantors to enter into this Agreement.

Disclosure Letter

No Claims against Directors and Employees

Independence of Warranties

THE INVESTOR’S REMEDIES

Pre-Completion Remedies

there is a Material Adverse Change;

any Government Authority issues, promulgates or enforces any law, regulation, rule, policy, order or notice that prohibits the completion of the transactions contemplated by this Agreement;

there is a material breach of any of the Warrantors’ Warranties as given on the date of this Agreement, or any event occurs which would constitute a material breach of any of the Warrantors’ Warranties as if the Warrantors’ Warranties were repeated on each day before the Completion Date by reference to the facts and circumstances then existing, and for this purpose only any references in the Warrantors’ Warranties to the “date of this Agreement” shall be construed as references to the relevant date;

any Warrantor is in material breach of any provision of this Agreement (including Schedule 5 (Action pending Completion)),

Obligation to Notify

Effect of Termination

Post-Completion Remedies

of a fact or circumstance which gives rise to a Relevant Claim; or

that there has been a material breach of any provision of this Agreement,

Limitations on the Warrantors’ Liabilities

CONFIDENTIAL INFORMATION

Confidentiality Obligations

Exceptions

to any director, officer or employee of any party whose function requires him to have the Confidential Information;

to the extent that it is required to be disclosed by Applicable Laws, by any rule of a listing authority or stock exchange on which any party’s Shares are listed or traded, or by any Government Authority with relevant powers to which any party is subject or submits, provided that the disclosure shall be made after consultation with the other parties and after taking into account the other parties’ requirements as to its timing, content and manner of making or despatch;

to any adviser for the purpose of advising any party in connection with the transactions contemplated by this Agreement provided that such disclosure is essential for these purposes and that such party procures that such adviser complies with Clause 7.1 (Confidentiality obligations);

by the Investor (a) to its Affiliates (for this purpose only, an Affiliate of the Investor shall be deemed to include any investment fund which is advised or managed by the Investor or any of its Affiliates and limited partners of such investment fund), or (b) in connection with a proposed exit, to potential purchasers, investment banks, other intermediaries or any advisers in connection with such purpose;

to the extent required to vest the full benefit of this Agreement in any party; or

to the extent that the disclosing party has given prior written consent to such disclosure.

ANNOUNCEMENTS

Public Announcements

Exceptions

COSTS AND TAXES

Costs

Taxes

GENERAL

Amendment

Waiver

Remedies Not Exclusive

Severability

Counterparts

Further Assurance

ENTIRE AGREEMENT

This Agreement and the other Transaction Documents constitute the entire agreement and supersede any previous agreements between the parties relating to the subject matter of this Agreement.

Each party acknowledges and represents that it has not relied on or been induced to enter into this Agreement by a representation, warranty or undertaking (whether contractual or otherwise) given by any of the other parties other than the Warranties or as set out in this Agreement or the other Transaction Documents.

None of the parties is liable to any of the other parties (in equity, contract or tort (including negligence), under the Misrepresentation Ordinance or in any other way) for a representation, warranty or undertaking (whether contractual or otherwise) that is not set out in this Agreement or the other Transaction Documents.

Nothing in this Clause 11 shall have the effect of limiting or restricting any liability arising as a result of any fraud, wilful misconduct or wilful concealment.

ASSIGNMENT

Assignment by Investor

No Assignment by Company and Warrantors

NOTICES

Format of notice

in writing;

in English; and

delivered personally or sent by a reputable international courier (e.g. FedEx, DHL) or by fax to the party due to receive the Notice at its address or fax number set out in Clause 13.3 (Address and fax number) or to such other addressee, address or fax number as the party due to receive the Notice may specify by giving the other party due to send the Notice not less than five Business Days’ written notice before the Notice was despatched.

Deemed Delivery of Notice

delivered personally, when left at the address set out in Clause 13.3 (Address and fax number);

sent by a reputable international courier, three Business Days after posting it; and

sent by fax, when confirmation of its transmission has been recorded by the sender’s fax machine.

Address and Fax Number

YOUDAO, INC.

/ NETEASE, INC. /

Management SPV

▇/▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇. ▇, ▇▇▇▇ ▇▇▇▇ Zhongguancun Software Park (Phase

II) ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

with a copy to:

Building ▇▇. ▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ (Phase II), ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, People’s Republic of China

N/A

N/A

Zhou Feng (周枫)

▇▇ ▇▇▇▇▇ (吴穹), NetEase Legal

GOVERNING LAW AND JURISDICTION

Governing Law

Arbitration

Appointment of Arbitrators

Arbitration Proceedings and Award

Governing Language

Third Party Rights

Registered number: 294113

Place of incorporation: Cayman Islands

Address of registered office: the offices of ▇▇▇▇▇▇ Corporate Services Limited, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman Islands

Type of company: Exempted Company

Authorised share capital: 500,000,000 Ordinary Shares

Issued share capital: 92,000,000 Ordinary Shares

Shareholders: NetEase, Inc., Net Depth Holdings, Inc.

Director: DING Lei (丁磊)

Company registration number: 2407111

Place of incorporation: Hong Kong

Address of registered office: 1/F Xiu Ping Comm Bldg, 104 Jervois Street, ▇▇▇▇▇▇ ▇▇▇, Hong Kong

Type of company: Private company limited by shares

Issued share capital: 1 ordinary share

Shareholder: Youdao, Inc.

Director: DING Lei (丁磊)

Business licence number: 91110108785503985K

Registration authority: 北京市工商行政管理局海淀分局

Legal address: 北京市海淀区西北旺东路 10 号院中关村软件园西区 7 号楼 A 座 1 层

Type of company: 有限责任公司(台港澳法人独资)

Registered capital: USD200,000 (20 万美元)

Shareholder: Youdao (Hong Kong) Limited

Directors: Ding Lei (丁磊), ZHOU Feng (周枫), ▇▇ ▇▇▇▇▇▇▇ (吴迎晖)

Legal representative: Ding Lei (丁磊)

Business licence number: 911101086669245414

Registration authority: 北京市工商行政管理局海淀分局

Legal address: 北京市海淀区西北旺东路 10 号院中关村软件园西区 7 号楼 A 座 2 层

Type of company: 有限责任公司(自然人投资或控股)

Registered capital: RMB5,000,000 (500 万人民币)

Shareholders: Ding Lei (丁磊) and ZHOU Feng (周枫)

Directors: Ding Lei (丁磊), ZHOU Feng (周枫) and ▇▇ ▇▇▇▇▇▇▇ (吴迎晖)

Legal representative: Ding Lei (丁磊)

Business licence number: 91110108MA00C23N5W

Registration authority: 北京市工商行政管理局海淀分局

Legal address: 北京市海淀区西草场一号 12 层 1224 号

Type of company: 有限责任公司(自然人投资或控股)

Registered capital: RMB1,000,000 (100 万人民币)

Shareholders: ZHOU Feng (周枫) and ▇▇▇▇ ▇▇▇▇▇▇▇（赵建昆）

Directors: Ding Lei (丁磊), ZHOU Feng (周枫) and ▇▇▇▇ ▇▇▇▇▇▇▇（赵建昆）

Legal representative: Ding Lei (丁磊)

Business licence number: 91110108MA00C29F81

Registration authority: 北京市工商行政管理局海淀分局

Legal address: 北京市海淀区西草场一号 12 层 1203 室

Type of company: 有限责任公司(外商投资企业与内资合资)

Registered capital: RMB10,000,000 (1000 万人民币)

Shareholders: Youdao IT ( 网易有道信息技术（北京）有限公司) and ▇▇▇▇ ▇▇▇▇▇▇▇（赵建昆）

Directors: Ding Lei (丁磊), ZHOU Feng (周枫), ▇▇▇▇ ▇▇▇▇▇▇▇（赵建昆）

Legal representative: Ding Lei (丁磊)

Business licence number: 91110108MA01A4RF8D

Registration authority: 北京市工商行政管理局海淀分局

Legal address: 北京市海淀区安宁庄西三条 9 号 1 幢 4 层 1 单元 415

Type of company: 其他有限责任公司

Registered capital: RMB7,058,800 (705.88 万人民币)

Shareholders: Youdao IT (网易有道信息技术（北京）有限公司) and ▇▇▇▇ ▇▇▇▇ (董腾)

Directors: ▇▇▇▇ ▇▇▇▇ (董腾), ZHOU Feng (周枫), LUO Yuan (罗媛)

Legal representative: ZHOU Feng (周枫)

Registered number: 11230829

Place of incorporation: England and Wales

Address of registered office: ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

Type of company: Private company limited by shares

Authorised share capital: 50,000 shares

Issued share capital: 50,000 shares

Shareholder: Youdao (Hong Kong) Limited

Director: ZHOU Feng (周枫)

Shareholder

Founding Shareholder

Management SPV

Employee share option plan

Total

Shareholder

Founding Shareholder

Management SPV

Employee share option plan

TH EDU CAPITAL FUND I LP

GOOD SPIRIT LIMITED (晨曜有限公司)

Total

6,814,815

Series A Preferred Shares

Company’s obligations

a certificate from the Company dated as of the Completion Date signed by a director of the Company, certifying the satisfaction of the Conditions set out in sub-Clauses 3.3.1 and 3.3.2;

a copy of the resolution of the board of directors of the Company (or a duly constituted committee thereof) authorising the execution by the Company of the documents referred to in this Schedule 3 (Completion Requirements), certified as a true copy by a director or secretary of the Company;

a copy of the share certificate in the name of the Investor or its nominee(s) in respect of the Subscription Shares, certified as a true copy by the Company’s registered agent;

a copy of the register of members of the Company evidencing the registration of the Investor as a shareholder of the Company and its legal ownership of the Subscription Shares, certified as a true copy by the Company’s registered agent;

a copy of the resolution of the board of directors of the Company approving:

this Agreement, the other Transaction Documents to which the Company is party and the transactions contemplated hereunder and thereunder; and

the adoption of the Articles of Association with effect from Completion;

a copy of the resolution of the members of the Company approving (with effect from Completion) the adoption of the Articles of Association; and

a set of the Shareholders Agreement, duly executed by each party to the Shareholders Agreement (other than the Investor).

Investor’s obligations

deliver to the Company a certificate from the Investor dated as of the Completion Date signed by an authorised representative of the Investor, certifying the satisfaction of the Conditions set out in sub-Clauses 3.2.1 and 3.2.2;

deliver to the Company a copy of the resolution of the board of directors of the Investor authorising the execution by the Investor of the documents referred to in this Schedule 3 (Completion Requirements), certified as a true copy by a director or the secretary of the Investor;

deliver to the Company a set of the Shareholders Agreement, duly executed by the Investor; and

pay an amount equal to the Subscription Price in US Dollars to the Company’s Bank Account in the manner set out in Clause 4.2.2.

Capacity and Authority

Shares and Subsidiaries

Accounts

Changes since the Last Accounting Date

Tax

Foreign Exchange

Assets

Intellectual Property

Real Property

Agreements

Related Party Agreements

Employees

Pensions, Social Insurance Funds and Social Welfare Schemes

Liabilities

Permits

Effect of Subscription

Bankruptcy, Insolvency, Winding up etc.

Litigation and Compliance with Law

CAPACITY AND AUTHORITY

The Company is duly incorporated as an exempted company with limited liability under the laws of the Cayman Islands and has been in continuous existence since its incorporation.

HKCo is duly incorporated as a company with limited liability under the laws of Hong Kong and has been in continuous existence since its incorporation.

UKCo is duly incorporated as a company with limited liability under the laws of England and Wales and has been in continuous existence since its incorporation.

Each of the Group Companies (other than the Company, HKCo and UKCo) is duly established as a limited liability company under the laws of the PRC and has been in continuous existence since its registration.

Each of the Warrantors and the other Group Companies has the right, power and authority, and has taken all action necessary, to execute, deliver and to exercise its rights, and perform its obligations, under this Agreement and each Transaction Document to which it is a party. The Company has the authority to allot and issue the Subscription Shares in accordance with terms of this Agreement.

Each Group Company has the right, power and authority to conduct its business as conducted on the date on which this Warrantors’ Warranty is given.

The obligations of each of the Warrantors under this Agreement and each Transaction Document to which it is a party are, or when the relevant document is executed will be, valid, legal and binding, and enforceable in accordance with their respective terms.

As at the Completion Date, the Company has obtained all necessary corporate and governmental consents, approvals and authorisations in relation to the transactions contemplated under this Agreement.

SHARES AND SUBSIDIARIES

As at the date of this Agreement, the authorised share capital of the Company consists of 500,000,000 Ordinary Shares, of which 65,387,160 Ordinary Shares have been allotted and issued as fully paid to NetEase, Inc. and 26,612,840 Ordinary Shares have been allotted and issued as fully paid to Net Depth Holdings, Inc. Part A (Share capitalisation as at Signing) of Schedule 2 (Share Capitalisation) sets out a true, complete, accurate and not misleading list of, as at the date of this Agreement, all holders of Shares or options or other rights convertible into or exchangeable or exercisable for Shares of the Company, together with the number of Shares or rights held by each of them.

As at Completion, the authorised share capital of the Company consists of (i) 490,000,000 Ordinary Shares, of which 65,387,160 Ordinary Shares have been allotted and issued as fully paid to NetEase, Inc. and 26,612,840 Ordinary Shares have been allotted and issued as fully paid to Net Depth Holdings, Inc.; and (ii) 10,000,000 Series A Preferred Shares, of which 1,947,090 Series A Preferred Shares will be allotted and issued to the Investor and 4,867,725 will be allotted and issued to TH EDU CAPITAL FUND I LP. Part B (Share capitalisation immediately after Completion) of Schedule 2 (Share Capitalisation) sets out a true, complete, accurate and not misleading list of, immediately after the allotment and issue of the Subscription Shares at Completion, all holders of Shares or options or other rights convertible into or exchangeable or exercisable for Shares of the Company, together with the number of Shares or rights held by each of them.

The Subscription Shares, when issued at Completion, will comprise 1.79 per cent of the Company’s allotted and issued share capital on a fully diluted and as-converted basis, will be properly allotted and issued as fully paid free of any Encumbrances, and will have the rights, powers and preferences of the Series A Preferred Shares as set out in the Articles of Association. The Ordinary Shares issuable upon the conversion of the Series A Preferred Shares when issued upon such conversion will be properly allotted and issued as fully paid free from any Encumbrances.

The Company is a holding company and save for its holding of 100 per cent of the share capital in HKCo, the Company has not carried out any business since the date of its incorporation and does not have any assets or liabilities.

The entire allotted and issued share capital of HKCo is legally and beneficially owned by the Company, and has been properly allotted and issued and is fully paid or credited as fully paid.

The entire registered capital of each PRC Group Company is legally and beneficially owned by its relevant shareholders as shown in Part B (The Subsidiaries) of Schedule 1 (Information about the Company and the Subsidiaries), and has been fully and validly paid-up in accordance with its articles of association and Applicable Laws.

The establishment of each PRC Group Company and all subsequent transfers of equity interest therein (where applicable) have been duly approved by the competent Government Authorities in accordance with PRC Applicable Laws.

The entire allotted and issued share capital of the UKCo is legally and beneficially owned by the HKCo, and has been properly allotted and issued and is fully paid or credited as fully paid in accordance with its articles of association and Applicable Laws.

Other than pursuant to the Control Documents and the Transaction Documents, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give any Encumbrance, in relation to any of the Subscription Shares or shares or equity interests in the capital of any Group Company.

Other than this Agreement and the Control Documents, there is no agreement, arrangement or obligation requiring the issue, transfer, redemption or repurchase of, or the grant to a person of the right (conditional or not) to require the issue, transfer, redemption or repurchase of, the Shares or any shares or equity interests in the capital of any Group Company (including any right of pre-emption or options or other rights convertible into or exchangeable or exercisable for any shares or equity interests in the capital of any Group Company).

The information set out in Schedule 1 (Information about the Company and the Subsidiaries) is true, accurate and not misleading.

No Group Company has or has ever had any subsidiary, branch or representative office other than as set out in Part B (The Subsidiaries) of Schedule 1 (Information about the Company and the Subsidiaries).

ACCOUNTS

The Accounts are properly prepared in accordance with Applicable Laws and US GAAP.

No change in accounting policies and accounting estimates has been made in preparing the Accounts.

The Accounts fairly represent the assets, liabilities (actual, contingent or otherwise) and financial position and affairs of the Group Companies as at 31 December 2015, 31 December 2016 and 30 June 2017 and of the profits and losses of the Group Companies for the corresponding periods.

CHANGES SINCE THE LAST ACCOUNTING DATE

each Group Company’s business has been operated in the ordinary course as a going concern;

there has been no Material Adverse Change in the financial or trading position of the Group taken as a whole;

each Group Company has not declared, paid or made a dividend or distribution except as provided in the Accounts;

each Group Company has not: (i) acquired or disposed of any assets; (ii) assumed or incurred any liabilities, obligations or expenses (actual or contingent); or (iii) made, or agreed to make, capital expenditure, in each case of (i) to (iii), exceeding in total US Dollar equivalent of RMB10,000,000 using the relevant Exchange Rate on the date of this Agreement (or the Completion Date, as the case may be); and

each Group Company has not allotted, issued, repurchased or redeemed any share or registered capital or made an agreement or arrangement or undertaken an obligation to do any of those things.

TAX

Each Group Company is only liable to pay Taxes in the jurisdictions in which such Group Company is incorporated.

Each Group Company has paid all Tax which it has become liable to pay and is not, and has not been, liable to pay any penalty, surcharge, fine or interest in connection with Tax.

Each Group Company has correctly deducted or withheld all Tax which it has been obliged by Applicable Laws to deduct or withhold from amounts paid by it, and has properly accounted to the relevant Government Authority for all amounts of Tax so deducted or withheld.

Each Group Company has filed all returns, provided all such information and maintained all such records as required to be filed or provided or maintained by it under Applicable Laws.

None of the Group Companies is involved in any dispute with any Government Authority in relation to Tax.

FOREIGN EXCHANGE

ASSETS

Each material asset used by any Group Company is legally and beneficially owned solely by the relevant Group Company free from any Encumbrance.

Each Group Company owns or has the right to use each material asset necessary for the effective operation of its business.

INTELLECTUAL PROPERTY

Each of the Intellectual Property Rights is (i) legally and beneficially owned by the relevant Group Company, free from any licence, Encumbrance or restriction on use, or otherwise granted to the relevant Group Company pursuant to a valid licence which is not terminable as a result of the transactions contemplated by this Agreement; and (ii) valid and enforceable and nothing has been done or omitted to be done by which it may cease to be valid or enforceable.

To the knowledge of the Warrantors, there is no material infringement, misappropriation, misuse, violation or other unauthorised use by third parties of any of the Intellectual Property Rights.

To the knowledge of the Warrantors, the activities of each Group Company have not infringed, misappropriated, misused, violated or otherwise made use of without authorisation the Intellectual Property of a third party. To the knowledge of the Warrantors, no claim or complaint has been made by a third party alleging that the activities of any Group Company have infringed, misappropriated, misused or violated the Intellectual Property of a third party or otherwise disputing the right of any Group Company to use any Intellectual Property Right.

Each Group Company owns, or has a licence to use all the material Intellectual Property necessary for it to operate its business.

REAL PROPERTY

None of the Group Companies owns any title or similar interest in any real property.

All leases that any Group Company currently uses, occupies or is otherwise a party to, are valid and effective in accordance with their respective terms and, to the knowledge of the Warrantors, there exists no default thereunder or occurrence or condition which may reasonably be expected to result in a default thereunder or termination thereof.

AGREEMENTS

To the knowledge of Warrantors, no fact or circumstance exists which may reasonably be expected to invalidate or give rise to a ground for termination of any material agreement, arrangement or obligation to which any Group Company is a party. No party with whom any Group Company has entered into any material agreement, arrangement or obligation has given notice of its intention to terminate such agreement, arrangement or obligation.

Neither a Group Company nor any party with whom any Group Company has entered into any material agreement, arrangement or obligation is in material breach of such agreement, arrangement or obligation. To the knowledge of the Warrantors, no fact or circumstance exists which may reasonably be expected to give rise to a breach of this type.

No Group Company is a party to a joint venture, consortium or formal partnership arrangement (including a limited liability partnership or limited partnership).

RELATED PARTY AGREEMENTS

that has a value of USD5,000,000 or more, either in a single transaction or series of related transactions within any 12-month period, and is not: (i) in the ordinary course of business; or (ii) on arm’s length terms; and

other than any employment agreement or service agreement entered into with any Group Company.

EMPLOYEES

Neither the Company nor HKCo has any employees or has engaged any individuals to provide services under any consultancy agreement.

Each PRC Group Company has duly entered into legal and valid written employment contracts with all of its employees in accordance with Applicable Laws.

Each Group Company has not given any notice of termination to or received any notice of resignation from any member of its senior management. To the knowledge of the Warrantors, no senior management of any Group Company intends to resign as a result of the completion of the transactions contemplated under this Agreement.

To the knowledge of the Warrantors, each Group Company has, in relation to its current or former employees or workers, complied with Applicable Laws in all material respects and has no outstanding liability for termination of any employment contract.

To the knowledge of the Warrantors, the employees of each Group Company have not established a trade union and each Group Company has no agreement or arrangement (binding or otherwise) with any trade union or other organisation representing its employees.

No Group Company is involved in any dispute with any organisation representing its employees or a group of its employees and, to the knowledge of the Warrantors, there are no circumstances likely to give rise to any such dispute.

PENSIONS, SOCIAL INSURANCE FUNDS AND SOCIAL WELFARE SCHEMES

Except for the mandatory social insurance funds (including pension, medical, unemployment, work-related injury and maternity insurance) and housing funds provided under PRC Applicable Laws to which the PRC Group Companies are subject, no Group Company is under any legal obligation to pay any other welfare benefit to any of its directors, managers or employees.

All payments and contributions to, or relating to, the mandatory social insurance funds (including pension, medical, unemployment, work related injury and maternity insurance) and housing funds provided under PRC Applicable Laws which are required to be made by each PRC Group Company on behalf of its employees and by its respective employees have been duly paid in full.

LIABILITIES

Except as disclosed in the Accounts, each Group Company has no material outstanding and has not agreed to incur any material borrowings or indebtedness in the nature of borrowings from a third party.

No event of default has occurred under any agreement entered into by any Group Company relating to borrowings or indebtedness in the nature of borrowings since the Last Accounting Date.

PERMITS

Each Group Company has obtained, and has complied with the terms and conditions of each material Permit in all material respects.

Each material Permit is in full force and effect. To the knowledge of the Warrantors, no material Permit will be revoked, suspended, cancelled, varied or not renewed. Each action required for the renewal or extension of each material Permit has been taken.

EFFECT OF SUBSCRIPTION

BANKRUPTCY, INSOLVENCY, WINDING UP ETC.

No proceedings have commenced or are pending for the bankruptcy, insolvency, winding up, liquidation or reorganisation of any Group Company and no Group Company is bankrupt or insolvent.

Each Group Company is able to pay its debts as they fall due and has sufficient assets to repay all of its debts.

LITIGATION AND COMPLIANCE WITH LAW

There is no civil, criminal, arbitration, administrative or other proceeding to which a Group Company is a party (either as plaintiff or defendant) that is currently ongoing, pending or, to the knowledge of the Warrantors, threatened.

Each Group Company has conducted its business in all material respects in accordance with all Applicable Laws (including all applicable anti-bribery and/or anti-corruption laws) and any terms and conditions set out in its material Permits (including its business licence, if applicable).

During the three (3) years prior to the date on which this Warrantors’ Warranty is given, no Group Company has received any notice regarding any investigation disciplinary proceeding by any Government Authorities.

CONTROL DOCUMENTS

Each executed Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies.

The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (a) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate documents as in effect at the date hereof, or any contract to which a Group Company is a party or by which a Group Company is bound, (b) accelerate, or constitute an event entitling any person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (c) result in the creation of any lien upon any of the properties or assets of any Group Company.

All consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or is subject to any condition precedent, which has not been fulfilled or performed.

Each Control Document is in full force and effect and no party to any Control Document is in breach or default in the performance or observance of any of the terms or provisions of such Control Document. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non- renewal has been threatened by any of the parties thereto.

amend or change any of the rights, preferences, economic or other interests and privileges or powers of, or the restrictions provided for the benefit of any Series A Preferred Share;

effect a merger, amalgamation, consolidation, trade sale or initial public offering;

cease to conduct, or change, its principal business as conducted as of the date of this Agreement;

declare, set aside or pay a dividend or other distribution or capitalise any of its reserves;

consent to any proceeding seeking its liquidation, winding up, dissolution, reorganisation, or an arrangement under any law relating to its bankruptcy, insolvency or reorganisation or relief of debtors;

amend or waive any provision of any of its constitutional documents or similar agreements or the Control Documents;

create, adopt, amend or administer any bonus or incentive plan or any other profit sharing mechanism (other than pursuant to the Transaction Documents);

enter into any related-party agreement, arrangement or understanding between a Group Company, on the one side, and any Group Company’s shareholder(s), director(s), officer(s), employee(s) or their respective Affiliate(s) (other than the Group Companies), on the other side, in each case, (i) that has a value of USD5,000,000 or more, either in a single transaction or series of related transactions within any 12-month period, and is not (A) in the ordinary course of business or (B) on arm’s length terms; and (ii) other than any employment agreement or service agreement entered into with any Group Company; or

agree or commit to do any of the foregoing matters set out in this Schedule 5 (Action pending Completion).

LIMITATION ON QUANTUM

The Warrantors are not liable in respect of a Warranty Claim:

unless the amount that would otherwise be recoverable from the Warrantors (but for this paragraph 1.1.1) in respect of that Warranty Claim exceeds USD500,000; and

unless and until the amount that would otherwise be recoverable from the Warrantors (but for this paragraph 1.1.2) in respect of that Warranty Claim, when aggregated with any other amount or amounts recoverable in respect of other Warranty Claims (excluding any amounts in respect of a Warranty Claim for which the Warrantors has no liability because of paragraph 1.1.1), exceeds USD3,000,000 and in the event that the aggregated amount or amounts exceed USD3,000,000, the Warrantors shall be liable in respect of the entire amount and not the excess only.

The Warrantors’ total liability in respect of:

all Warranty Claims regarding paragraphs 5 (Tax) and 13.2 (Pensions, Social Insurance Funds and Social Welfare Schemes) of Schedule 4 (Warrantors’ Warranties) is limited to USD10,000,000;

all Warranty Claims (other than regarding the Fundamental Warranties or those set out in paragraph 1.2.1) is limited to USD4,000,000; and

all Warranty Claims (including those set out in paragraph 1.2.1 and paragraph 1.2.2 above) is limited to USD20,000,000.

The Investor shall not be entitled to claim for any punitive, indirect or consequential loss (including loss of profit) in respect of any Warranty Claim.

TIME LIMITS FOR BRINGING CLAIMS

in respect of a Warranty Claim in respect of the Fundamental Warranties, the expiry of six (6) years starting on, but not including, the Completion Date;

in respect of a Warranty Claim in respect of the Warrantors’ Warranties set out at paragraphs 5 (Tax) and 13 (Pensions, Social Insurance Funds and Social Welfare Schemes) of Schedule 4 (Warrantors’ Warranties), the expiry of four (4) years starting on, but not including, the Completion Date; and

in respect of all other Warranty Claims, the expiry of one (1) year starting on, but not including, the Completion Date.

NOTICE OF CLAIMS

SPECIFIC LIMITATIONS

to the extent that the matter giving rise to the Warranty Claim would not have arisen but for:

an action after Completion by, at the request or direction of, or with the consent of, the Investor (or any of its Affiliate) or a director, employee or agent of the Investor (or any of its Affiliate); or

the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force at the date of this Agreement;

to the extent that the matter giving rise to the Warranty Claim arises wholly or partially from an event before or after Completion at the request or direction of, or with the consent of, the Investor;

to the extent that the matter giving rise to the Warranty Claim was taken into account in computing the amount of an allowance, provision or reserve in the Accounts or was specifically referred to in the Accounts; or

to the extent that the matter giving rise to the Warranty Claim is a Tax liability of a Group Company arising because a Group Company’s assets are more than, or its liabilities are less than, were taken into account in computing the provision for Tax in the Accounts.

RECOVERY ONLY ONCE

CONTINGENT LIABILITIES

MITIGATION

The completion of the acquisition by Zhou Feng (周枫) of all of the shares currently held by natural persons (except Ding Lei ( 丁 磊 )) in the share capital of Youdao Computer, such that Zhou Feng becomes the holder of 28.927% of the total shareholding of Youdao Computer.

Following completion of step 1 above, the entry by Zhou Feng into the following agreements:

a loan agreement (借款协议) to be entered into with Youdao IT in the form, or in a substantially similar form, as the loan agreement dated 26 September 2016 between Ding Lei and Youdao IT;

a shareholder voting rights trust agreement (股东表决权委托协议) to be entered into with Youdao IT and Youdao Computer in the form, or in a substantially similarly form, as the shareholder voting rights trust agreement dated 26 September 2016 between Ding Lei, Youdao IT and Youdao Computer;

an operating agreement (业务运营协议) to be entered into with Youdao IT and Youdao Computer in the form, or in a substantially similarly form, as the operating agreement dated 26 September 2016 between Ding Lei, Youdao IT and Youdao Computer;

an exclusive purchase option agreement (独家购买权合同) to be entered into with Youdao IT and Youdao Computer in the form, or in a substantially similarly form, as the exclusive purchase option agreement dated 26 September 2016 between Ding Lei, Youdao IT and Youdao Computer; and

an equity pledge agreement (股权质押协议) to be entered into with Youdao IT in the form, or in a substantially similarly form, as the equity pledge agreement dated 26 September 2016 between Ding Lei and Youdao IT.

The completion of all requisite steps set out in the separate equity pledge agreements ( 股权质押协议) each dated 23 February 2017 between LangSheng and each of Zhou Feng and ▇▇▇▇ ▇▇▇▇ Kun (赵建昆) in respect of the perfection of the requisite pledge and/or other security interest thereto.

GOOD SPIRIT LIMITED (晨曜有限公司)

/s/ ▇▇▇ ▇▇▇▇

Name: ▇▇▇ ▇▇▇▇

Title: Managing Director

/s/ Ding Lei

/s/ Zhou Feng

/s/ Ding Lei