INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
NOW, THEREFORE, in consideration of the premises and the covenants contained in this Agreement, the Company and Indemnitee do hereby covenant and agree as follows:
BAIYA INTERNATIONAL GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2024 • Baiya International Group Inc. • Services-employment agencies • New York
The undersigned, Baiya International Group Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Cathay Securities, Inc. (the “Representative”) to issue and sell to the underwriters named on Schedule A hereto (each, an “Underwriter” and collectively, “Underwriters”) an aggregate of 2,500,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional 375,000 Ordinary Shares (the “Option Shares”), if and to the extent that the Underwriters shall have determined to exercise the right to purchase such shares of Option Shares granted to the Underwriters. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Securities.” The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
BAIYA INTERNATIONAL GROUP INC. INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
This Independent Director Agreement (the “Agreement”) is made and entered into as of _________ __, 20__, by and between Baiya International Group Inc., a Cayman Islands exempted company (the “Company”), and _______________, an individual (“Director”).
Equity Disposal AgreementEquity Disposal Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
This Equity Disposal Agreement (hereinafter referred to as the “Agreement”) was made and entered into by and between the following parties (hereinafter referred to as the “Parties”) in the People’s Republic of China on December 29, 2021:
Outsourcing AgreementOutsourcing Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
Party A and Party B have maintained a good cooperative relationship for a long time. In order to fully leverage the advantages of both parties and achieve a win-win situation, both parties, in accordance with the “friendly consultation, sincere cooperation, and common development” principle and based on the “Civil Code of the People’s Republic of China” and relevant laws and regulations, have reached a consensus and signed this cooperation agreement.
Exclusive Consulting and Service AgreementExclusive Consulting and Service Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
This Exclusive Consulting and Service Agreement (hereinafter referred to as the “Agreement”) was made and entered into by and between the following parties (hereinafter referred to as the “Parties hereto” or the “Parties”) in the People’s Republic of China on December 29, 2021:
Translated from Chinese]Business Project Outsourcing Service Contract • November 8th, 2024 • Baiya International Group Inc. • Services-employment agencies
Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.
Translated from Chinese]Service Outsourcing Agreement • November 8th, 2024 • Baiya International Group Inc. • Services-employment agencies
Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.
ContractLoan Agreement • September 23rd, 2024 • Baiya International Group Inc. • Services-employment agencies
**Important Notice:** In order to protect the legitimate rights and interests of the Borrower, the Borrower should carefully read and fully understand all provisions of this Contract prior to signing (especially those clauses that exempt or limit liability, the applicable law and dispute resolution clauses, and other clauses in bold). The Borrower is specifically advised to pay attention to the conditions for loan disbursement outlined in Article 2 of this Loan Agreement, the repayment and overdue collection arrangements stipulated in the Comprehensive Credit Facility Agreement, and the provisions regarding liability for breach of contract. If the Borrower disagrees with or is unable to accurately understand any term of this Contract, or if there are any questions during the application or use of the loan service, the Borrower may contact the Lender for consultation, complaints, or suggestions via [95568]. Confirmation of this Contract by the Borrower or the Borrower’s legal representa
Debt Settlement AgreementDebt Settlement Agreement • November 29th, 2024 • Baiya International Group Inc. • Services-employment agencies
This agreement is jointly confirmed and signed by Shenzhen Gongwuyuan Network Technology Co., Ltd. and its subsidiaries with the following affiliated parties: Dongguan Zhaofang Industrial Investment Co., Ltd., Dongguan Kexiang Network Technology Co., Ltd., Guoping Xia , Jinwei Wu, Xingbo Wang, Yifang Yunchuang (Dongguan) Digital Technology Co., Ltd., Dongguan Chinflux Mandarin Hotel Co., Ltd., Guangdong Yifang Zibengongyuan Industrial Operation Management Co., Ltd., Daoning Xia, Antelope Holdings (Chengdu) Co., Ltd., Xiaojun Wang, Shenzhen Zhanxing Network Technology Co., Ltd., Shenzhen Zhaofang Industrial Development Co., Ltd., Guangdong Yifang Investment Group Co., Ltd, Guangdong Wuba Commercial Investment Management Co., Ltd., Dongguan Masheng Industry Park Investment Co., Ltd., Weilai Zhang, and Liping Huang.
Translated from Chinese]Outsourcing Agreement • November 8th, 2024 • Baiya International Group Inc. • Services-employment agencies
Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.
Equity Pledge AgreementEquity Pledge Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was made and entered into by and between the following parties (hereinafter referred to as the “Parties”) in the People’s Republic of China on December 29, 2021:
Service AgreementService Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
Under this agreement, both parties shall conduct friendly negotiations and sign this agreement in accordance with relevant laws and regulations.
Business Operation AgreementBusiness Operation Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
This Business Operation Agreement (hereinafter referred to as the “Agreement”) was made and entered into by and between the following parties (hereinafter referred to as the “Parties”) in the People’s Republic of China on December 29, 2021:
Agency AgreementAgency Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
This Agency Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between the following parties on December 29, 2021:
Translated from Chinese]Business Project Outsourcing Service Contract • November 8th, 2024 • Baiya International Group Inc. • Services-employment agencies
Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.
Recruitment Agency AgreementRecruitment Agency Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
Through friendly consultation, and based on the principles of equality, voluntary cooperation, and good faith, in order to clarify the rights and obligations of both parties, the following agreement is reached:
ContractLoan Agreement • September 23rd, 2024 • Baiya International Group Inc. • Services-employment agencies
In order to protect the legitimate rights and interests of the borrower, the borrower should read and fully understand all the terms and conditions of this contract (especially the clauses of exclusion or limitation of liability, application of law and dispute resolution, and other clauses in bold type) before signing this contract, and please pay special attention to the conditions of loan issuance as agreed in Article 2 of the loan contract, the repayment and overdue collection arrangements in Article 7 of the credit contract, and the default liability agreement. Please pay special attention to the terms and conditions of loan issuance as stipulated in Article 2 of the loan contract, the repayment and overdue collection arrangements in Article 7 of the line of credit contract, and the default liability agreement. If the borrower does not agree with or accurately understand any of the terms and conditions of this contract, or has any questions in the process of applying or using this
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
WHEREAS the Employer wishes to employ the Executive and the Executive wishes to be employed by the Employer and in connection therewith, the Employer and the Executive wish to enter into this Agreement which contains the agreed upon terms and conditions of employment for their mutual benefit;
Labor Dispatch Cooperation AgreementLabor Dispatch Cooperation Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
According to the relevant provisions of the Civil Code of the People’s Republic of China, the Management Regulations for Internship of Vocational School Students, and other relevant laws and regulations, Party A and Party B voluntarily and in good faith negotiate and sign this Labor Dispatch Cooperation Agreement to jointly abide by.
AgreementExclusive Consulting and Service Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
This Agreement is entered into by the following parties on December 21, 2022, in the People’s Republic of China (hereinafter referred to as “the Agreement”):
Loan AgreementLoan Agreement • September 23rd, 2024 • Baiya International Group Inc. • Services-employment agencies
This agreement (the name of the specific contract shall be subject to the signature of both parties, hereinafter referred to as the “Credit line Agreement Contract”); it is to the [Guangdong Nanyue Bank] to apply for a loan, the borrower and [Guangdong Nanyue Bank] sign this “Loan Contract” (hereinafter referred to as “this contract”) as a single loan contract under the quota contract, and the relevant provisions under the quota contract (including but not limited to the purpose of the loan, the borrower’s statement, and the promise, and liability for breach of contract) and related guarantees are also applicable to this contract.
