0001731122-24-001338 Sample Contracts

RUANYUN EDAI TECHNOLOGY INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software • New York

This Indemnification Agreement (this “Agreement”), dated as of ______________, is by and between Ruanyun Edai Technology Inc., a company incorporated under the laws of the Cayman Islands (the “Company”) and ______________ (the “Indemnitee”).

Zhejiang University National University Science Park (Jiangxi) Lease Agreement for Venture Building
Ruanyun Edai Technology Inc. • August 30th, 2024 • Services-prepackaged software

According to the provisions of the Civil Code of the People’s Republic of China and relevant laws and regulations, Party A and B, in the spirit of equality, voluntariness, fairness and the principle of honesty and credit, and by consensus, reached an agreement on the lease of the premises of the Venture Building in the National University Science and Technology Park of Zhejiang University (Jiangxi), and signed this contract.

INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of ______________________ (the “Effective Date”), is by and between Ruanyun Edai Technology Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”).

EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENT
Exclusive Technical Consulting and Service Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software

THIS EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT (the “Agreement”) is made and entered into as of April 8, 2021, by and between the following parties:

SUPPLEMENTARY AGREEMENT TO THE EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENT
Supplementary Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software

THIS SUPPLEMENTARY AGREEMENT TO THE EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT (the “Supplementary Agreement”) is made and entered into as of April 2, 2022, by and between the following parties:

Book Catalog Teaching Auxiliary Purchase and Sales Agreement
Ruanyun Edai Technology Inc. • August 30th, 2024 • Services-prepackaged software

In order to strengthen the cooperation in book distribution business, standardize the economic behavior in book distribution and establish a long-term and stable partnership, Party A and Party B, on the basis of consciously abiding by relevant laws and regulations, in line with the principle of good faith and mutual benefit, and through friendly negotiation, in addition to the announcement on the evaluation and recommendation of teaching auxiliary materials for primary and secondary schools in Jiangxi Province in 2012. This contract is concluded for teaching auxiliary products other than varieties and shall be observed and implemented jointly.

EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
Exclusive Equity Interest Purchase Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software

THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into by and between the following parties on April 8, 2021.

EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of ___________________, is by and between Ruanyun Edai Technology Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and ___________________, an individual (the “Executive”).

DIRECTOR AGREEMENT
Director Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software

THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of ______________________ (the “Effective Date”), is by and between Ruanyun Edai Technology Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”).

SUPPLEMENTARY AGREEMENT TO THE EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENT
Supplementary Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software

THIS SUPPLEMENTARY AGREEMENT TO THE EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT (the “Supplementary Agreement”) is made and entered into as of October 18, 2022, by and between the following parties:

Contract
Ruanyun Edai Technology Inc. • August 30th, 2024 • Services-prepackaged software • New York

THIS PURCHASE WARRANT (AS DEFINED BELOW)) AND THE SECURITIES REPRESENTED BY THIS PURCHASE WARRANT ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. 333-[●]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN AC SUNSHINE SECURITIES LLC, OR BONA FIDE OFFICERS OR PARTNERS OF AC SUNSHINE SECURITIES LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).

EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software

Rollingthunder Technology (Jiangxi) Co., Ltd., a limited liability company (wholly foreign-owned enterprise) established and existing in accordance with the laws of China, with its registered office at Room 308, Zone C, Zhejiang University Science and Technology Park, No. 698 Jingdong Avenue, Nanchang Hi-Tech Industrial Development Zone, Nanchang City, Jiangxi Province (Party A).

Concerted Action Agreement
Concerted Action Agreement • August 30th, 2024 • Ruanyun Edai Technology Inc. • Services-prepackaged software

(Parties “B I”, “B II”, “B III”, “B IV” and “B V” above are collectively referred to as “Party B”, “Party A” and “Party B” are hereinafter collectively referred to as “the Parties” and “Party” shall mean any one of the Parties.)

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