0001193125-21-079368 Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement
Deposit Agreement • March 12th, 2021 • Tuya Inc. • Services-prepackaged software • New York

DEPOSIT AGREEMENT dated as of __________, 2021 among TUYA INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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●] American Depositary Shares TUYA INC. EACH REPRESENTING [●] CLASS A ORDINARY SHARES, PAR VALUE US$0.00005 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 12th, 2021 • Tuya Inc. • Services-prepackaged software • New York
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FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • March 12th, 2021 • Tuya Inc. • Services-prepackaged software • Hong Kong

THIS FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into on September 11, 2019 (the “Signing Date”), by and among:

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