Hanryu Holdings, Inc. Sample Contracts

Contract
Hanryu Holdings, Inc. • January 26th, 2023 • Services-computer programming, data processing, etc. • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE ”EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE ”OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.

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Underwriting Agreement
Underwriting Agreement • August 7th, 2023 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc. • New York
Form of Lock-Up Agreement
Hanryu Holdings, Inc. • November 17th, 2023 • Services-computer programming, data processing, etc.
Labor Contract
Hanryu Holdings, Inc. • February 17th, 2022 • Services-computer programming, data processing, etc.
HANRYU HOLDINGS, INC.
Hanryu Holdings, Inc. • July 10th, 2023 • Services-computer programming, data processing, etc. • Delaware

This agreement (the “Agreement”) is entered into effective May 31, 2023 by and between Hanryu Holdings, Inc., a Delaware corporation (the “Company”) and [AUTHORIZED PERSON], a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 760,000 shares of the Company’s common stock $0.001 par value per share (the “Shares”), for a Purchase Price (as defined in Section 1.1) of $10.00 per share.

Hanryu Bank Co., Ltd. The 12th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement
Underwriting Agreement • July 10th, 2023 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

Hanryu Bank Co., Ltd. (hereinafter referred to as “Issuing Company”) has concluded the underwriting agreement (hereinafter referred to as “This Agreement”) with Changhyuk Kang and Donghoon Park (hereinafter referred to as “Underwriter” or “Debenture Holder”) for the 12th bearer separate privately placed bond (hereinafter referred to as “This Bond”) with the total face value of KRW 1,300,000,000 issued on July 1, 2021, from the resolution of the board of directors held on July 1, 2021.

Real Estate (Studio) Monthly Rent Agreement
Hanryu Holdings, Inc. • November 17th, 2023 • Services-computer programming, data processing, etc.

Only for the lease of the real estate listed in the Article 1 (Purpose), the lessor and the lessee shall pay for the lease security and amount as follows in the agreement.

Bond, Stock, and Management Right Transfer Contract
Hanryu Holdings, Inc. • July 10th, 2023 • Services-computer programming, data processing, etc.

This bond, stock, and management right transfer contract (hereinafter referred to as “This Contract”) was concluded by the following parties as of June 30, 2021.

Contract of acquisition of bond with warrant
Hanryu Holdings, Inc. • July 10th, 2023 • Services-computer programming, data processing, etc.
BUSINESS TRANSFER AGREEMENT
Business Transfer Agreement • June 8th, 2023 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

This BUSINESS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on June 22, 2022, by and between HANRYU BANK CO., LTD., a corporation incorporated in South Korea (the “Seller”), and KINGDOM HOLDINGS., a corporation incorporated in the Cayman Islands (the “Purchaser”).

Hanryu Bank Co., Ltd. The 11th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement
Underwriting Agreement • June 8th, 2023 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

Hanryu Bank Co., Ltd. (hereinafter referred to as “Issuing Company”) has concluded the underwriting agreement (hereinafter referred to as “This Agreement”) with Midas AI Co., Ltd. (hereinafter referred to as “Underwriter” or “Debenture Holder”) for the 11th bearer separate privately placed bond (hereinafter referred to as “This Bond”) with the total face value of KRW 4,500,000,000 issued on July 2, 2021, from the resolution of the board of directors held on July 2, 2021.

Labor Contract
Hanryu Holdings, Inc. • January 26th, 2023 • Services-computer programming, data processing, etc.
Real Estate (Studio) Monthly Rent Agreement
Hanryu Holdings, Inc. • July 10th, 2023 • Services-computer programming, data processing, etc.
Form of Lock-Up Agreement
Hanryu Holdings, Inc. • July 16th, 2024 • Services-computer programming, data processing, etc.

The undersigned understands that Aegis Capital Corp. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hanryu Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, $0.001 par value, of the Company (the “Shares”).

Free Sublease Contract
Hanryu Holdings, Inc. • January 26th, 2023 • Services-computer programming, data processing, etc.

Lessee & sublessor, Marine Island Co., Ltd. (hereinafter referred to as “A”) and sublessee, FNS Co., Ltd. (hereinafter referred to as “B”) shall conclude the free office usage contract as follows in the agreement of the lessor, Seoul Marina Co., Ltd. to freely rent and use floor 4 of the building located at 160 (Yeouido-dong), Yeouiseo-ro, Yeungdeungpo-gu, Seoul, Korea.

Labor Contract
Hanryu Holdings, Inc. • January 26th, 2023 • Services-computer programming, data processing, etc.
Issuing Company: Hanryu Bank Co., Ltd. Underwriter: Underwriting Agreement concluded on [date] Date of Payment and Issuance: [date]
Hanryu Holdings, Inc. • February 17th, 2022 • Services-computer programming, data processing, etc.

Hanryu Bank Co., Ltd. (hereinafter referred to as “Issuing Company”) has concluded the underwriting agreement (hereinafter referred to as “This Agreement”) with (hereinafter referred to as “Underwriter” or “Debenture Holder”) for the th bearer separate privately placed bond (hereinafter referred to as “This Bond”) with the total face value of KRW issued on , from the resolution of the board of directors held on .

Memorandum of Understanding Between FNS Co., Ltd And The Federation of Artistic & Cultural Organization of Korea Business Agreement for Cooperation and Development
Hanryu Holdings, Inc. • January 26th, 2023 • Services-computer programming, data processing, etc.

FNS Co., Ltd. (hereinafter “FNS” or “company”) and The Federation of Artistic & Cultural Organization of Korea (hereinafter “FACO” or “company”) concur that close cooperation is necessary for the efficient development of business, and based on mutual trust, enter into the business agreement as follows.

Hanryu Bank Co., Ltd. The 11th Bearer Separate Privately Placed Bond with Warrant Underwriting Agreement
Hanryu Holdings, Inc. • July 10th, 2023 • Services-computer programming, data processing, etc.

Hanryu Bank Co., Ltd. (hereinafter referred to as “Issuing Company”) has concluded the underwriting agreement (hereinafter referred to as “This Agreement”) with Midas AI Co., Ltd. (hereinafter referred to as “Underwriter” or “Debenture Holder”) for the 11th bearer separate privately placed bond (hereinafter referred to as “This Bond”) with the total face value of KRW 4,500,000,000 issued on July 2, 2021, from the resolution of the board of directors held on July 2, 2021.

SHARE ASSIGNEMENT
Share Assignement • December 6th, 2022 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

This share assignment agreement (the“ Agreement”) was made as of October 3, 2021 between Sewang Co., Ltd. (“Assignor”) and Hanryu Bank Co., Ltd. (“Assignee”), as follow:

Free Sublease Contract
Hanryu Holdings, Inc. • February 17th, 2022 • Services-computer programming, data processing, etc.

Lessee & sublessor, Marine Island Co., Ltd. (hereinafter referred to as “A”) and sublessee, Hangyu Times Co., Ltd. (hereinafter referred to as “B”) shall conclude the free office usage contract as follows in the agreement of the lessor, Seoul Marina Co., Ltd. to freely rent and use floors 2, 3, and 4 among floors from 1 to 4 of the building located at 160 (Yeouido-dong), Yeouiseo-ro, Yeungdeungpo-gu, Seoul, Korea.

BUSINESS TRANSFER AGREEMENT
Business Transfer Agreement • July 16th, 2024 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

This BUSINESS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on June 22, 2022, by and between HANRYU BANK CO., LTD., a corporation incorporated in South Korea (the “Seller”), and KINGDOM HOLDINGS., a corporation incorporated in the Cayman Islands (the “Purchaser”).

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Labor Contract
Hanryu Holdings, Inc. • February 17th, 2022 • Services-computer programming, data processing, etc.
Labor Contract
Hanryu Holdings, Inc. • July 16th, 2024 • Services-computer programming, data processing, etc.
Oral Agreement Summary
Oral Agreement • July 16th, 2024 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

On January 1, 2022, David Gregg entered into an employment agreement with the Company. Subsequently, David Gregg entered into an oral agreement with the Company agreeing to waive his compensation until after Hanryu Holdings, Inc. consummates its Initial Public Offering.

Oral Agreement Summary
Oral Agreement • February 7th, 2023 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

On January 1, 2022, David Gregg entered into an employment agreement with the Company. Subsequently, David Gregg entered into an oral agreement with the Company agreeing to waive his compensation until after Hanryu Holdings, Inc. consummates its Initial Public Offering.

HANRYU HOLDINGS, INC.
Hanryu Holdings, Inc. • July 16th, 2024 • Services-computer programming, data processing, etc. • Delaware

This agreement (the “Agreement”) is entered into effective May 31, 2023 by and between Hanryu Holdings, Inc., a Delaware corporation (the “Company”) and [AUTHORIZED PERSON], a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 760,000 shares of the Company’s common stock $0.001 par value per share (the “Shares”), for a Purchase Price (as defined in Section 1.1) of $10.00 per share.

Merger Agreement
Merger Agreement • December 6th, 2022 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall conclude the emerge agreement as follows for the merger.

Real Estate (Studio) Monthly Rent Agreement
Hanryu Holdings, Inc. • February 17th, 2022 • Services-computer programming, data processing, etc.
Free Sublease Contract
Hanryu Holdings, Inc. • January 26th, 2023 • Services-computer programming, data processing, etc.

Lessee & sublessor, Marine Island Co., Ltd. (hereinafter referred to as “A”) and sublessee, Hangyu Times Co., Ltd. (hereinafter referred to as “B”) shall conclude the free office usage contract as follows in the agreement of the lessor, Seoul Marina Co., Ltd. to freely rent and use floors 2, 3, and 4 among floors from 1 to 4 of the building located at 160 (Yeouido-dong), Yeouiseo-ro, Yeungdeungpo-gu, Seoul, Korea.

Merger Agreement
Merger Agreement • February 17th, 2022 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall conclude the emerge agreement as follows for the merger.

Amendment Agreement
Amendment Agreement • October 28th, 2022 • Hanryu Holdings, Inc. • Services-computer programming, data processing, etc.

Hanryu Bank Co., Ltd. (hereinafter referred to as “A”) and RnDeep Co., Ltd. (hereinafter referred to as “B”) shall intend to change the merger date for cost reduction and efficient management. It is decided to revise the merger date of the merger which approved on shareholders’ meeting on February 4, 2021. In addition, the agreement to change the merger date shall be approved at the extraordinary general meeting of shareholders of both companies.

Labor Contract
Hanryu Holdings, Inc. • July 16th, 2024 • Services-computer programming, data processing, etc.
Oral Agreement Summary
Hanryu Holdings, Inc. • July 16th, 2024 • Services-computer programming, data processing, etc.

On June 1, 2022, Taehoon Kim entered into an employment agreement with the Company. Subsequently, Taehoon Kim entered into an oral agreement with the Company agreeing to waive his compensation until after Hanryu Holdings, Inc. consummates its Initial Public Offering.

Free Sublease Contract
Hanryu Holdings, Inc. • February 17th, 2022 • Services-computer programming, data processing, etc.

Lessee & sublessor, Marine Island Co., Ltd. (hereinafter referred to as “A”) and sublessee, Fantoo Entertainment Co., Ltd. (hereinafter referred to as “B”) shall conclude the free office usage contract as follows in the agreement of the lessor, Seoul Marina Co., Ltd. to freely rent and use floor 4 of the building located at 160 (Yeouido-dong), Yeouiseo-ro, Yeungdeungpo-gu, Seoul, Korea.

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