[JOINT FILING AGREEMENT Shaoyun Han Shaoyun Han Connion Capital Limited Learningon Limited Techedu Limited Ying Sun Ying Sun EX-99.(A) 2 d55024dex99a.htm EX-99.(A)] [Execution SHARE PURCHASE AGREEMENT Agreement KKR Purchaser Founder Purchaser Purchaser Purchasers Sellers Seller SHARE PURCHASE AGREEMENT (this “ Party Parties Each of the Purchasers and the Sellers is referred to herein as a “ Class A Ordinary Shares Company WHEREAS, on the date hereof, the Sellers own 10,914,852 class A ordinary shares, par value US$0.001 per share (“ KKR Target] [Execution SHARE PURCHASE AGREEMENT Agreement KKR Purchaser Founder Purchaser Purchaser Purchasers Seller SHARE PURCHASE AGREEMENT (this “ Party Parties Each of the Purchasers and the Seller is referred to herein as a “ Class B Ordinary Shares Company WHEREAS, on the date hereof, the Seller owns 5,048,484 class B ordinary shares, par value US$0.001 per share (“ KKR Target Shares] [ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT Assignment Assignor Assignee KKR Purchaser Share Purchase Agreements Share Purchase Agreement WHEREAS the Assignor has entered into (i) a share purchase agreement dated as of June 13, 2015 with Talent Fortune Investment Limited, a limited liability company incorporated under the laws of the Cayman Islands (the “ NOW THEREFORE, in consideration] [Execution CONVERTIBLE BOND PURCHASE AGREEMENT Agreement AMONG: (1) Moocon Education Limited Issuer (2) HAN Shaoyun Founder (3) Talent Wise Investment Limited Investor (4) Talent Fortune Investment Limited Investor Affiliate RECITALS: (A) Listco NASDAQ The Founder is a founder of Tarena International, Inc. (“ (B) The Investor Affiliate and Connion (as defined below), an Affiliate of the Founder, entered to the] [Moocon Education Limited CONVERTIBLE BOND Original Principal Amount: US$20,500,000 Issuance Date July 15, 2015 (the “ Maturity Date September 14, 2017 (the “ Moocon Education Limited Issuer Talent Wise Investment Limited Holder Principal Interest Bond Purchase Agreement FOR VALUE RECEIVED, RANK 1. Rank pari passu 1.1 MATURITY; REDEMPTION; INTEREST 2. Maturity Maturity Date th 2.1 Redemption th 2.2 Interest Interest] [EXECUTION VERSION SHARE CHARGE AGREEMENT Charge BETWEEN: (1) MOOCON EDUCATION LIMITED Chargor (2) TALENT WISE INVESTMENT LIMITED Security Agent Secured Parties Secured Party RECITALS: (A) Purchase Agreement (B) (C) The Security Agent and the Chargor intend this Charge to take effect as a deed (even though the Security Agent only executes it under hand). AGREEMENT: SECTION 1 INTERPRETATION 1.1 Definitions] [EXECUTION VERSION SHARE CHARGE AGREEMENT Charge BETWEEN: (1) TECHEDU LIMITED Chargor (2) TALENT WISE INVESTMENT LIMITED Security Agent Secured Parties Secured Party RECITALS: (A) Purchase Agreement (B) (C) The Security Agent and the Chargor intend this Charge to take effect as a deed (even though the Security Agent only executes it under hand). AGREEMENT: SECTION 1 INTERPRETATION 1.1 Definitions mutatis] [CONFIDENTIAL REGISTRATION RIGHTS AGREEMENT by and between Tarena International, Inc. and Talent Fortune Investment Limited Dated as of July 17, 2015 Table of Contents Page Article I Definitions 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions; Interpretation 4 Article II Registration Rights 5 2.1 Securities Act Registration on Request 5 2.2 Piggyback Registration 7 2.3 Expenses 8 2.4 Registration] [Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Company This statement on Schedule 13D (the “ Act CUSIP No. G8675B 105 1 NAMES OF REPORTING PERSONS Shaoyun Han 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ ¨ (a) 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions)]