Xiao-I Corp Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • February 13th, 2023 • Xiao-I Corp • Services-prepackaged software • New York

DEPOSIT AGREEMENT, dated as of [●], 2023, by and among (i) Xiao-I Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 17th, 2024 • Xiao-I Corp • Services-prepackaged software • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 17, 2024, is by and among Xiao-I Corporation, a company organized under the laws of the Cayman Islands with offices located at 5/F, Building 2, No. 2570, Hechuan Road, Minhang District, Shanghai, China 201101 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 20th, 2022 • Xiao-I Corp • Services-prepackaged software • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, by and between Xiao-I Corporation, an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and __________ (the “Indemnitee”), a director/an executive officer of the Company.

Securities Purchase Agreement
Securities Purchase Agreement • November 1st, 2024 • Xiao-I Corp • Services-prepackaged software • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of October 30, 2024, is entered into by and between Xiao-I Corporation, a Cayman Islands exempted company (“Company”), and [***], a [***] limited liability company, its successors and/or assigns (“Investor”).

XIAO-I CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • March 6th, 2023 • Xiao-I Corp • Services-prepackaged software • New York
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 17th, 2024 • Xiao-I Corp • Services-prepackaged software • New York

This letter (this “Agreement”) constitutes the agreement between XIAO-I Corporation (NASDAQ: AIXI) (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.

Beijing Housing Lease Contract
Housing Lease Contract • April 28th, 2023 • Xiao-I Corp • Services-prepackaged software

According to the provisions of the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A, Party B, and Party C, on an equal and voluntary basis, sign this contract to abide by the terms of Party B’s lease of Party A’s house and Party C’s rental management of Party A’s house assets through friendly consultation and consensus.

Loan Agreement 借款协议
Loan Agreement • October 20th, 2023 • Xiao-I Corp • Services-prepackaged software

Lender: Shanghai Xiao-i Robot Technology Co., Ltd. Legal Representative: Yuan Hui Address: 1st Floor, No. 383, Lane 1555, Jinshajiang West Road, Jiading District, Shanghai, P.R. China

INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • February 13th, 2023 • Xiao-I Corp • Services-prepackaged software

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of January 18, 2023 (the “Effective Date”), is by and between Xiao-I Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and H. David Sherman, an individual (the “Director”).

Power of Proxy Agreement
Power of Proxy Agreement • September 2nd, 2022 • Xiao-I Corp • Services-prepackaged software

Party A: Zhizhen Artificial Intelligence Technology (Shanghai) Company Limited, a limited liability company, established and existing under the laws of PRC, with its address at JT1662, Room 1203, No. 337, Shahe Road, Jiangqiao Town, Jiading District, Shanghai;

Supplementary Agreement to the Contract
Supplementary Agreement • April 28th, 2023 • Xiao-I Corp • Services-prepackaged software

Considering: [ ] On August 1, 2018, Zhizhen Intelligent Network Technology Co., Ltd. signed the “Talent Cloud Human Resource Management Software

Exclusive Option Agreement
Exclusive Option Agreement • September 2nd, 2022 • Xiao-I Corp • Services-prepackaged software

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 29, 2019, in Shanghai, China (the “PRC”).

Lender] and Shanghai Ruijia Network Technology Co., Ltd and Shanghai Xiao-i Robot Technology Co., Ltd. of Investment Agreement
Investment Agreement • September 2nd, 2022 • Xiao-I Corp • Services-prepackaged software

Whereas, Party C, Shanghai Xiao-i Robot Technology Co., Ltd.(Xiao-i robot) is a representative cognitive intelligent commercial landing enterprise in China. Since its establishment in 2001, it has focused on the independent research and development and commercial implementation of cognitive intelligence related technologies based on natural language processing. Xiao-i robot has more than 500 patents and nearly 200 invention patents. Developed the first national artificial intelligence semantic library standard (GB / T 36339-2018), led the world’s first international standard for AI emotion computing (ISO/IECJTC1/SC35 WD30150), and filled the technical gap of China’s first international standard in this field. So far, it has served hundreds of large and medium-sized enterprises, covering the fields of smart city, smart finance, smart manufacturing, smart energy, smart medical care and smart education, with more than 800 million end customers. Party B, Shanghai Ruijia Network Technology

Shanghai Xiao-i Robot Technology Company Limited The Data Services Framework Agreement
Data Services Framework Agreement • April 30th, 2024 • Xiao-I Corp • Services-prepackaged software

Party A and Party B shall, on the basis of true and full expression of their respective wishes, and in accordance with the provisions of the Civil Code of the People’s Republic of China, enter into the following agreement on matters related to Party B’s provision of technical services to Party A, which shall be observed by both parties

Subscription Agreement
Subscription Agreement • December 14th, 2023 • Xiao-I Corp • Services-prepackaged software
Software Procurement Contract
Software Procurement Contract • December 20th, 2022 • Xiao-I Corp • Services-prepackaged software

Based on the principle of honesty, credibility, equality and mutual benefit, Party A and Party B have reached an agreement on the project of [Industrial Internet Platform Software Procurement] and signed this contract.

AI Cloud Platform Service Contract
Ai Cloud Platform Service Contract • April 28th, 2023 • Xiao-I Corp • Services-prepackaged software

Special statement: This agreement is legally negotiated and entered into by both parties on an equal and voluntary basis. The terms of the contract are a true representation of the intentions of both parties.

Artificial Intelligence and Big Data Basic Service Platform Project Technical Service Agreement Contract Number:
Technical Service Agreement • February 13th, 2023 • Xiao-I Corp • Services-prepackaged software

Party A and Party B have negotiated on an equal level, and on the basis of truly and fully expressing their respective wishes, reached the following terms of the Agreement regarding Party B’s provision of customized development and integrated technical services for Party A’s artificial intelligence and big data basic service platform project, for mutual compliance.

Cloud Service Sales Agreement Client’s Name: Shanghai Xiao-i Robot Technology Co., Ltd. Date of signature: June 23, 2022
Cloud Service Sales Agreement • February 13th, 2023 • Xiao-I Corp • Services-prepackaged software

According to the “Contract Law of the People’s Republic of China” and other relevant laws and regulations, Party A purchases Party B’s integrated cloud platform products. In order to protect the legitimate rights and interests of both parties, the two parties reached the following agreement through friendly negotiations between representatives of the two parties on an equal and voluntary basis based on the principles of integrity, equality and mutual benefit:

XIAO-I CORPORATION Nonqualified Share Option Award Agreement (Chinese National Participant)
Nonqualified Share Option Award Agreement • January 10th, 2024 • Xiao-I Corp • Services-prepackaged software

THIS NONQUALIFIED SHARE OPTION AWARD AGREEMENT (this “Agreement”) dated ________________, 20_____, between Xiao-I Corporation, an exempted company formed under the laws of the Cayman Islands (the “Company”), and [1] (the “Optionee”).

Amendment to
Subscription Agreement • April 30th, 2024 • Xiao-I Corp • Services-prepackaged software

THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into and made on _____ day of _____ 2024, by and among the following parties:

XIAO-I CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 2023 • Xiao-I Corp • Services-prepackaged software • New York

DEPOSIT AGREEMENT, dated as of [•], 2023, by and among (i) Xiao-I Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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Spousal Commitment Letter
Spousal Commitment Letter • September 2nd, 2022 • Xiao-I Corp • Services-prepackaged software

I, [NAME], ID card number [●], hereby execute this Spousal Commitment Letter (the “Agreement”) on the date written below, and I am the spouse of [NAME], ID card number [●] (hereinafter referred to as “[SIGNATORY’S SPOUSE’S NAME]”), and I hold [●] shares of Shanghai Xiaoi Robot Technology Co., Ltd.;

Supplemental Agreement
Supplemental Agreement • April 30th, 2024 • Xiao-I Corp • Services-prepackaged software

Address: 1001-3-E3, Building 414, Bagua Industrial Zone, Bagua Fourth Road, Hualin Community, Yuanling Street, Futian District, Shenzhen

Supplemental Agreement
Supplemental Agreement • April 30th, 2024 • Xiao-I Corp • Services-prepackaged software

In view of the AI Cloud Platform Service Contract (hereinafter referred to as the “Original Contract”) signed on June 29,2022, both parties hereby enter into the following supplementary agreement on an equal and voluntary basis on the service fee of the original contract and the attachment to the original contract, for both parties to abide by:

XIAO-I CORPORATION Restricted Share Unit Award Agreement (Chinese National Participant)
Restricted Share Unit Award Agreement • January 10th, 2024 • Xiao-I Corp • Services-prepackaged software

THIS AGREEMENT (the “Agreement”), is executed as of , 20__, between Xiao-I Corporation, an exempted company formed under the laws of the Cayman Islands (the “Company”), and [Name], an Employee (the “Participant”), provided that the Company may rescind and nullify this Agreement and the award made hereunder if the Participant does not execute this Agreement within twenty-one (21) days after the date hereof (the “Grant Date”).

Cloud Computing Technical services Cooperation Agreement
Cloud Computing Technical Services Cooperation Agreement • September 2nd, 2022 • Xiao-I Corp • Services-prepackaged software

In order to improve Party A’s informatization and digitization capability, Party A and Party B, through friendly negotiation, enter into this Agreement on the principle of equality and mutual benefit in accordance with the provisions of the Civil Code of the People’s Republic of China and other relevant laws, regulations and other normative documents.

AI Core Product Cloud Platform Lease Contract
Cloud Platform Lease Contract • December 20th, 2022 • Xiao-I Corp • Services-prepackaged software

Special statement: This agreement is concluded by both parties through negotiation on the basis of equality and voluntariness, and all contract terms are true expressions of both parties’ intentions.

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • September 2nd, 2022 • Xiao-I Corp • Services-prepackaged software

This Exclusive Business Cooperation Agreement (the “Agreement”) is executed between the following parties as of [●] in Shanghai, China.

Share Interest Pledge Agreement
Share Interest Pledge Agreement • September 2nd, 2022 • Xiao-I Corp • Services-prepackaged software

This Share Interest Pledge Agreement (the “Agreement”) is executed by and among the following parties as of [●] in Shanghai, China.

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