FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of ______________________, by and between Baijiayun Group Ltd (the “Company”), an exempted company duly incorporated and validly existing under the law of the Cayman Islands, and ______________________ ([Passport/ID] Number ______________________), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2023 • Baijiayun Group LTD • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 20, 2023, is between Baijiayun Group Inc, a company incorporated under the laws of the Cayman Islands, with principal executive offices located at 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, Peoples Republic of China (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (the “Buyer”).
Loan ContractLoan Agreement • August 22nd, 2013 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
3,750,000 Ordinary Shares FUWEI FILMS (HOLDINGS) CO., LTD. UNDERWRITING AGREEMENT December __ , 2006Underwriting Agreement • December 12th, 2006 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet • New York
Fuwei Films (Holdings) Co., Ltd., a company organized and existing under the laws of the Cayman Islands (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC (“Maxim Group”) is acting as the sole representative (the “Representative”) to sell and issue to the Underwriters an aggregate of 3,750,000of its ordinary shares (the “Firm Shares”), par value $0.129752 US per share (the “Ordinary Shares”).
FORM OF DIRECTOR AGREEMENTDirector Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
THIS [INDEPENDENT] DIRECTOR AGREEMENT (this “Agreement”), dated as of _ (the “Effective Date”), is by and between Baijiayun Group Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”).
Loan Contract (Unofficial English Translation Solely for Convenience) Bank of CommunicationLoan Contract • August 16th, 2010 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
AGREEMENT AND PLAN OF MERGER by and among FUWEI FILMS (HOLDINGS) CO., LTD. and BAIJIAYUN LIMITED dated as of July 18, 2022Merger Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet • New York
Loan Contract (Summary Translation) Bank of CommunicationLoan Contract • April 21st, 2010 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • January 16th, 2024 • Baijiayun Group LTD • Services-prepackaged software
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on December 29, 2023 in Beijing, the People’s Republic of China (the “PRC” or “China”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • January 16th, 2024 • Baijiayun Group LTD • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 29, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Loan ContractLoan Agreement • November 28th, 2016 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
Loan Contract (Summary Translation) Bank of CommunicationLoan Contract • March 31st, 2009 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2021 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 31, 2021, by and among (i) Fuwei Films (Holdings) Co., Ltd., a Cayman Islands exempted company (“FFHL”); (ii) Enesoon New Energy Limited, a British Virgin Islands company (the “Company”), (iii) the current shareholders of the Company, whose signatures have been included in the signatures to this Agreement (collectively, the “Sellers”). 爱能森新能源（深圳）有限公司 (the “Key Company Subsidiary”) joins as a party to this Agreement solely for the purposes of Section 6.2 and Article 9. FFHL, the Company and the Sellers are individually referred to herein as a “Party” and collectively, the “Parties.”
ContractPurchase Option Agreement • December 12th, 2006 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet • New York
THE SECURITIES REPRESENTED BY OR UNDERLYING THIS PURCHASE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”) OR APPLICABLE STATE LAW. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW AND EXCEPT AS OTHERWISE PROVIDED FOR HEREIN.
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2006 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN BaiJiaYun Group Ltd and Aoji Holdings Co., Ltd Dated as of March 9, 2023Securities Purchase Agreement • March 27th, 2023 • Baijiayun Group LTD • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 9, 2023, is entered into by and between (i) BaiJiaYun Group Ltd (previously named Fuwei Films (Holdings) Co., Ltd.), a Cayman Islands company (the “Seller”) and (ii) Aoji Holdings Co., Ltd (the “Purchaser”). The Seller and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
Exclusive Technical and Consulting Service AgreementExclusive Technical and Consulting Service Agreement • January 16th, 2024 • Baijiayun Group LTD • Services-prepackaged software
This Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made and entered into by and between the following Parties on December 29, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2024 • Baijiayun Group LTD • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 6, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and BAIJIAYUN GROUP LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 6th, 2024 • Baijiayun Group LTD • Services-prepackaged software • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 6, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and BAIJIAYUN GROUP LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Loan Contract (Summary Translation) Bank of CommunicationLoan Contract • November 24th, 2006 • Fuwei Films (Holdings), Co. Ltd.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • January 30th, 2019 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
This SHARE TRANSFER AGREEMENT (this “Agreement”), is entered into as of January 23, 2019, between Fuwei Films (Holdings) Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (“FFHL”), as the seller, and Hongkong Ruishang International Trade Co., Limited. a Hong Kong corporation, (“HK Ruishang” and, sometimes, the “Purchaser”) , as purchaser. FFHL and the Purchaser are individually referred to herein as a “Party” and collectively, the “Parties”.
Exclusive Option AgreementExclusive Option Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 2, 2023, in Beijing, People’s Republic of China (the “PRC”), by and between.
Auction Consignment Contract (Summary Translation)Auction Consignment Contract • November 24th, 2006 • Fuwei Films (Holdings), Co. Ltd.
According to the Auction Law of the People’s Republic of China and other relevant laws and regulations, the above two parties have entered into this contract through friendly negotiations.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet • Hong Kong
Loan ContractLoan Agreement • November 28th, 2016 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
This Equity Interest Pledge Agreement (the “Agreement”) is entered into as of the day of January 2, 2023, in Beijing, the People’s Republic of China (the “PRC”), by and between.
ACTING-IN-CONCERT AGREEMENTActing-in-Concert Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
SHAREHOLDERS AGREEMENTShareholder Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet • Hong Kong
Dated [ July 13 ],2021 BaJiaYun Limited and BaiJia Cloud Limited and Beijing Baijiashilian Technology Co., Ltd. and Gangjiang Li and Jia Jia Ltd. and Duo Duo International Limited and Nuan Nuan Ltd. and (L.P.) New Oriental Xingzhi Education and...Supplemental Agreement to the Share Purchase Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
Use of Capital Agreement (Unofficial English Translation Solely for Convenience)Use of Capital Agreement • August 21st, 2014 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
Loan Contract (Summary Translation) Bank of CommunicationLoan Agreement • August 17th, 2009 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
Loan Contract (Summary Translation)Loan Contract • April 21st, 2010 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
Convertible Promissory NoteConvertible Note • December 18th, 2024 • Baijiayun Group LTD • Services-prepackaged software
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated December 6, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
Transfer of Loan AgreementTransfer of Loan Agreement • November 23rd, 2020 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
In April 2014, Fuwei Films (Shandong) Co., Ltd. (the “Fuwei Shandong”) entered into one Use of Capital Agreement with Shandong SNTON pursuant to which Fuwei Shandong obtained a loan for a total amount of RMB105.0 million from Shandong SNTON to pay off certain short-term loans due to Bank of Communications Co., Ltd. The interest shall be calculated at the benchmark rate, plus an additional 20% of the said benchmark rate, for the loan of the same term announced by the People’s Bank of China. The interest must be paid quarterly and settled in full at the end of the year. As of December 31, 2014, the principal of this loan and the interest have not been paid. In March 2015, the Fuwei Shandong entered into a supplemental agreement with Shandong SNTON pursuant to which the parties agreed that Fuwei Shandong will pay off the principal of this loan plus interest upon availability of new loans from banks or other financial institutions. To date, Fuwei Shandong paid back part of the loan.
Loan Contract (Unofficial English Translation Solely for Convenience) Bank of CommunicationsLoan Contract • August 10th, 2011 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
Option II: After date of allocation of the loan, date after _____ month(s)/quarter/six months/year is the date of interest rate adjustment herein.
