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SEC Filings

SC 13D/A
KKR & CO. L.P. filed this Form SC 13D/A on 09/08/2017
Entire Document
 
EXHIBIT I
 
THIS DEED is dated August 30, 2017 and made among:
(1) Talent Wise Investment Limited, an exempted company with limited liability incorporated in the Cayman Islands with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, the Cayman Islands (the "Holder");
(2) Talent Fortune Investment Limited, an exempted company with limited liability incorporated in the Cayman Islands with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, the Cayman Islands (the "Holder Affiliate");
(3) Shaoyun HAN, a PRC passport holder (passport number: G28028622) (the "Founder");
(4) Moocon Education Limited, a company with limited liability incorporated in the British Virgin Islands with its registered office at the offices of Trident Trust Company (BVI) Limited, Trident Chambers, PO Box 146, Road Town, Tortola, the British Virgin Islands (the "Issuer"); and
(5) Techedu Limited, a company with limited liability incorporated in the British Virgin Islands with its registered office at the offices of Trident Trust Company (BVI) Limited, Trident Chambers, PO Box 146, Road Town, Tortola, the British Virgin Islands (the "Issuer Affiliate", and, together with the Issuer, the "Chargors", and each a "Chargor").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Deed:
"Bond" means the convertible bond in the aggregate principal amount of US$20,500,000 issued by the Issuer to the Holder on July 15, 2015 pursuant to the Bond Purchase Agreement.
"Bond Purchase Agreement" means the convertible bond purchase agreement dated July 14, 2015 among the Holder, the Holder Affiliate, the Issuer and the Founder.
"Party" means a party to this Deed.
"Share Charge Agreement" means each of the following share charge agreements in respect of charges over shares in Listco: (a) the share charge agreement dated July 15, 2015 between the Holder as chargee and the Issuer as chargor and (b) the share charge agreement dated July 15 between the Holder as chargee and the Issuer Affiliate as chargor.
1.2 Incorporation of defined terms
(a) Unless a contrary indication appears, terms defined in the Bond or the relevant Share Charge Agreement (as applicable) shall have the same meanings in this Deed, mutatis mutandis, as if the same were set out in full in this Deed.
(b) The construction set out in Clause 1.3 (Interpretation) of the Bond Purchase Agreement shall have effect as if set out in this Deed.
1.3 Third Party Rights
(a) Unless expressly provided to the contrary in this Deed, a person who is not a Party has no right to enforce or to enjoy the benefit of any term of this Deed.
 
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