EX-10.24



 Exhibit 10.24 

Amended and Restated Share Pledge Agreement 

This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on
November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): 
  

	Party A:	Tarena Technologies Inc. (hereinafter “Pledgee”); 


	Address:	Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing 

  

	Party B:	Han Shaoyun (hereinafter “Pledgor”) 


	ID No.:	*** 

  

	Party C:	Shanghai Tarena Software Technology Co., Ltd. 


	Address:	31st Floor, West F District, 666 Beijing East Rd, Huangpu District, Shanghai 

 In this
Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties.” 

Whereas: 
  

	1.	Pledgor is a Chinese citizen and holds 49% of the equity interest in Party C. Party C is a limited liability company registered in Shanghai, China engaging in technology development, technology transfer, technology
consulting, etc. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge; 


 

	2.	Pledgee is a wholly-foreign-owned enterprise registered in China. Pledgee and Party C, which is partially owned by Pledgor, have executed an Exclusive Business Cooperation Agreements (as defined below) in Beijing; Party
C, Pledgee, Pledgor and Tarena International, Inc. have executed an Exclusive Option Agreements (as defined below); Pledgor has executed a Power of Attorney (as defined below) in favor of Tarena International, Inc.; and Pledgee and Pledgor have
executed a Loan Agreement (as defined below); 

  

	3.	To ensure that Party C and Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the Loan Agreement and the Power of Attorney, Pledgor hereby pledges
to the Pledgee all of the equity interest that Pledgor holds in Party C as security for Party C’s and Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the Loan Agreement and the
Power of Attorney; 

  

	4.	Party A, Party and Party C executed a Share Pledge Agreement on December 31, 2006 and an Amendment to Share Pledge Agreement on September 23, 2008 (collectively, the “Original Share Pledge
Agreement”). The Parties intend to enter this Agreement to replace and supersede the Original Share Pledge Agreement by executing this Agreement. 


  
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 To perform the provisions of the Transaction Documents (as defined below), the Parties have
mutually agreed to execute this Agreement upon the following terms. 
  

	1.	Definitions 

 Unless otherwise provided herein, the terms below shall have the following
meanings: 
  

	 	1.1	Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or
sales price of the Equity Interest. 

  

	 	1.2	Equity Interest: shall refer to 49% equity interests in Party C currently held by Pledgor, representing RMB490,000 in the registered capital of Party C, and all of the equity interest hereafter acquired by Pledgor in
Party C. 

  

	 	1.3	Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement. 

  

	 	1.4	Transaction Documents: shall refer to the Amended and Restated Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on November 25, 2013 (the “Exclusive Business Cooperation
Agreement”); (ii) the Amended and Restated Exclusive Option Agreement executed by and among Tarena International, Inc., Party C, Pledgee and Pledgor on November 25, 2013 (the “Exclusive Option Agreement”); (iii) the
Amended and Restated Loan Agreement executed by and between Pledgee and Pledgor on November 25, 2013 (the “Loan Agreement”); (iv) Power of Attorney executed on November 25, 2013 by Pledgor (the “Power of Attorney”)
and any modification, amendment and restatement to the aforementioned documents. 

  

	 	1.5	Contract Obligations: shall refer to all the obligations of Pledgor under the Exclusive Option Agreement, the Power of Attorney, the Loan Agreement and this Agreement; all the obligations of Party C under the Exclusive
Business Cooperation Agreement, the Exclusive Option Agreement and this Agreement. 

  

	 	1.6	Secured Indebtedness: shall refer to all the direct, indirect and derivative losses and losses of anticipated profits, suffered by Pledgee, incurred as a result of any Event of Default. The amount of such loss shall be
calculated in accordance with the reasonable business plan and profit forecast of Pledgee, the consulting and service fees payable to Pledgee under the Exclusive Business Cooperation Agreement, all expenses occurred in connection with enforcement by
Pledgee of Pledgor’s and/or Party C’s Contract Obligations and etc. 


  
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	 	1.7	Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement. 

  

	 	1.8	Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default. 

  

	2.	The Pledge 

  

	 	2.1	Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations and payment of the Secured Indebtedness under this Agreement. Party C hereby assents that Pledgor pledges the
Equity Interest to the Pledgee pursuant to this Agreement. 

  

	 	2.2	During the term of the Pledge, Pledgee is entitled to receive dividends distributed on the Equity Interest. Pledgor may receive dividends distributed on the Equity Interest only with prior written consent of Pledgee.
Dividends received by Pledgor on Equity Interest after deduction of individual income tax paid by Pledgor shall be, as required by Pledgee, (1) deposited into an account designated and supervised by Pledgee and used to secure the Contract
Obligations and pay the Secured Indebtedness prior and in preference to any other payment; or (2) unconditionally donated to Pledgee or any other person designated by Pledgee to the extent permitted under applicable PRC laws. 


 

	 	2.3	Pledgor may subscribe for capital increase in Party C only with prior written consent of Pledgee. Any equity interest obtained by Pledgor as a result of Pledgor’s subscription of the increased registered capital of
the Company shall also be deemed as Equity Interest. 

  

	 	2.4	In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to Pledgor upon Party C’s dissolution or liquidation shall, upon the request of the Pledgee, be
(1) deposited into an account designate and supervised by Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to any other payment; or (2) unconditionally donated to Pledgee or any
other person designated by Pledgee to the extent permitted under applicable PRC laws. 

  

	3.	Term of Pledge 

  

	 	3.1	The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge
shall be continuously valid until all payments due under the Exclusive Business Cooperation Agreement have been fulfilled by Party C. The parties agree that within 3 business days following the execution of this Agreement, Pledgor and Party C shall
register the Pledge in the shareholders’ register of Party C, and within 10 business days after the competent AIC has formally begun accepting applications for the registration of equity interest pledge, Pledgor and Party C shall submit
application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the
relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC within 20 business days after filing (or such other time period normally required by the relevant AIC). 


  
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	 	3.2	During the Term of Pledge, in the event Party C fails to perform the Contract Obligations or pay Secured Indebtedness, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with
the provisions of this Agreement. 

  

	4.	Custody of Records for Equity Interest subject to Pledge 

 During the Term of Pledge set
forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of this Agreement.
Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement. 
  

	5.	Representations and Warranties of Pledgor and Party C 

 As of the execution date of this
Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that: 
  

	 	5.1	Pledgor is the sole legal owner of the Equity Interest. 

  

	 	5.2	Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 


 

	 	5.3	Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest. 

  

	 	5.4	Pledgor and Party C have obtained any and all approvals and consents from applicable government authorities and third parties (if required) for execution, delivery and performance of this Agreement. 


 

	 	5.5	The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articles of association or other constitutional documents;
(iii) result in any breach of or constitute any default under any contract or instrument to which it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of any permit
or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attached with additional conditions. 


  
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	6.	Covenants of Pledgor and Party C 

  

	 	6.1	During the term of this Agreement, Pledgor and Party C hereby jointly and severally covenant to the Pledgee: 

  

	 	6.1.1	not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the
Transaction Documents; 

  

	 	6.1.2	Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant
competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect
to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee; 

  

	 	6.1.3	Pledgor and Party C shall promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee’s rights to the Equity Interest or any portion thereof, as well as any event or notice
received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement. 

  

	 	6.1.4	Party C shall complete the registration procedures for extension of the term of operation within three (3) months prior to the expiration of such term to maintain the validity of this Agreement. 


 

	 	6.2	Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other
persons through any legal proceedings. 

  

	 	6.3	To protect or perfect the security interest granted by this Agreement for payment of the Service Fees under the Exclusive Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause
other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions
required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural
persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee. 


  
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	 	6.4	Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises,
agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom. 

  

	7.	Event of Breach 

  

	 	7.1	The following circumstances shall be deemed Event of Default: 

  

	 	7.1.1	Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement; 

  

	 	7.1.2	Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 

  

	 	7.2	Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.


  

	 	7.3	Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee and/or Party C delivers a notice to the Pledgor
requesting rectification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafter and demand that Pledgor immediately pay all outstanding payments due
under the Exclusive Business Cooperation Agreement and all other payments due to Pledgee, and/or dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement. 


 

	8.	Exercise of Pledge 

  

	 	8.1	Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge. 

  

	 	8.2	Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge concurrently with the issuance of the Notice of Default in accordance with Section 8.1 or at any time after the
issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 


 

	 	8.3	After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not
limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss
incurred by its duly exercise of such rights and powers. 


  
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	 	8.4	The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to
the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited
to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other
person designated by Pledgee. 

  

	 	8.5	Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity
Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 


 

	 	8.6	Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 


 

	 	8.7	When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement. 


 

	9.	Breach of Agreement 

  

	 	9.1	If Pledgor or Party C conducts any material breach of any term of this Agreement, Pledgee shall have right to terminate this Agreement and/or require Pledgor or Party C to indemnify all damages; this Section 9
shall not prejudice any other rights of Pledgee herein; 

  

	 	9.2	Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by applicable laws. 

  


	10.	Assignment 

  

	 	10.1	Without Pledgee’s prior written consent, Pledgor and Party C shall not have the right to assign or delegate its rights and obligations under this Agreement. 


 

	 	10.2	This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns. 


 

	 	10.3	At any time, Pledgee may assign any and all of its rights and obligations under the Exclusive Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the designee shall have the rights
and obligations of Pledgee under the Transaction Documents and this Agreement, as if it were the original party to the Transaction Documents and this Agreement. 


  
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	 	10.4	In the event of a change in Pledgee due to an assignment, Pledgor and/or Party C shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement,
and register the same with the relevant AIC. 

  

	 	10.5	Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Transaction Documents, perform the obligations
hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor
except in accordance with the written instructions of Pledgee. 

  

	11.	Termination 

  

	 	11.1	Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by Pledgor and Party C, Pledgee shall release the Pledge under this Agreement upon Pledgor’s request as soon as
reasonably practicable and shall assist Pledgor to de-register the Pledge from the shareholders’ register of Party C and with relevant PRC local administration for industry and commerce. 


 

	 	11.2	The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement. 


 

	12.	Handling Fees and Other Expenses 

 All fees and out of pocket expenses relating to this
Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C. 
  

	13.	Confidentiality 

 The Parties acknowledge that the existence and the terms of this
Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such
confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain
(other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government
authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or
financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such
confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 

  
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	14.	Governing Law and Resolution of Disputes 

  

	 	14.1	The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of the PRC. 


 

	 	14.2	In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, the Parties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach
an agreement on the resolution of such a dispute within 30 days after any Party’s request for resolution of the dispute through negotiations, any Party may submit the relevant dispute to the China International Economic and Trade Arbitration
Commission for arbitration, in accordance with its then-effective arbitration rules. The arbitration shall be conducted in Beijing, and the language used during arbitration shall be Chinese. The arbitration ruling shall be final and binding on both
Parties. 

  

	 	14.3	Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement
shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. 

  

	15.	Notices 

  

	 	15.1	All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by
facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:


  

	 	15.2	Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.


  

	 	15.3	Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). 


  
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	 	15.4	For the purpose of notices, the addresses of the Parties are as follows: 

  

	 	Party A:	Tarena Technologies Inc. 


	 	Address:	Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing 


	 	Attn:	Han Shaoyun 


	 	Phone:	86-10 6213-6369 


	 	Facsimile:	86-10 6211-0873 

  

	 	Party B:	Han Shaoyun 


	 	Address:	Room 2008, Hall 1, 30 Heng Qi Tiao, Fengtai District, Beijing 


	 	Tel:	86-10 6211-5451 

  

	 	Party C:	Shanghai Tarena Software Technology Co., Ltd. 


	 	Address:	31st Floor, West F District, 666 Beijing East Rd, Huangpu District, Shanghai 


	 	Attn:	     


	 	Phone:	     


	 	Facsimile:	     

  

	 	15.5	Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 


 

	16.	Severability 

 In the event that one or several of the provisions of this Contract are
found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The
Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such
effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 
  

	17.	Attachments 

 The attachments set forth herein shall be an integral part of this
Agreement. 
  

	18.	Effectiveness 

  

	 	18.1	This Agreement shall become effective upon execution by the Parties hereto. Since the effective date of this Agreement, the Original Share Pledge Agreement shall be terminated and shall be replaced and superseded by
this Agreement. 

  

	 	18.2	Any amendments and supplements to this Agreement shall be made in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an
integral part of this Agreement and shall have the same legal validity as this Agreement. 

  

	 	18.3	This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively. Each copy of this Agreement shall have equal validity. In case there is any conflict
between the Chinese version and the English version, the Chinese version shall prevail. 


  
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 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this
Amended and Restated Share Pledge Agreement as of the date first above written. 
  

			
	Party A:	 	Tarena Technologies Inc.
		
	By:	 	/s/ Han Shaoyun
	Name:	 	Han Shaoyun
	Title:	 	Legal Representative
		
	Party B:	 	Han Shaoyun
		
	By:	 	/s/ Han Shaoyun
		
	Party C:	 	Shanghai Tarena Software Technology Co., Ltd.
		
	By:	 	/s/ Han Shaoyun
	Name:	 	Han Shaoyun
	Title:	 	Legal Representative

 Signature Page to Amended and Restated Share Pledge Agreement 







 Attachments: 
  

	1.	Shareholders’ register of Party C; 

  

	2.	The Capital Contribution Certificate for the Formation of Party C; 

  

	3.	Exclusive Business Cooperation Agreement. 

  

	4.	Exclusive Option Agreement 

  

	5.	Loan Agreement 

  

	6.	Power of Attorney