SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2023 • Baijiayun Group LTD • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 20, 2023, is between Baijiayun Group Inc, a company incorporated under the laws of the Cayman Islands, with principal executive offices located at 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, Peoples Republic of China (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (the “Buyer”).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of ______________________, by and between Baijiayun Group Ltd (the “Company”), an exempted company duly incorporated and validly existing under the law of the Cayman Islands, and ______________________ ([Passport/ID] Number ______________________), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
Loan ContractFuwei Films (Holdings), Co. Ltd. • August 22nd, 2013 • Unsupported plastics film & sheet
3,750,000 Ordinary Shares FUWEI FILMS (HOLDINGS) CO., LTD. UNDERWRITING AGREEMENT December __ , 2006Underwriting Agreement • December 12th, 2006 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet • New York
Fuwei Films (Holdings) Co., Ltd., a company organized and existing under the laws of the Cayman Islands (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC (“Maxim Group”) is acting as the sole representative (the “Representative”) to sell and issue to the Underwriters an aggregate of 3,750,000of its ordinary shares (the “Firm Shares”), par value $0.129752 US per share (the “Ordinary Shares”).
Loan Contract (Unofficial English Translation Solely for Convenience) Bank of CommunicationFuwei Films (Holdings), Co. Ltd. • August 16th, 2010 • Unsupported plastics film & sheet
Loan Contract (Summary Translation) Bank of CommunicationFuwei Films (Holdings), Co. Ltd. • April 21st, 2010 • Unsupported plastics film & sheet
AGREEMENT AND PLAN OF MERGER by and among FUWEI FILMS (HOLDINGS) CO., LTD. and BAIJIAYUN LIMITED dated as of July 18, 2022Agreement and Plan of Merger • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet • New York
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • January 16th, 2024 • Baijiayun Group LTD • Services-prepackaged software
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on December 29, 2023 in Beijing, the People’s Republic of China (the “PRC” or “China”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • January 16th, 2024 • Baijiayun Group LTD • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 29, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Loan ContractFuwei Films (Holdings), Co. Ltd. • November 28th, 2016 • Unsupported plastics film & sheet
Loan Contract (Summary Translation) Bank of CommunicationFuwei Films (Holdings), Co. Ltd. • March 31st, 2009 • Unsupported plastics film & sheet
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2021 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 31, 2021, by and among (i) Fuwei Films (Holdings) Co., Ltd., a Cayman Islands exempted company (“FFHL”); (ii) Enesoon New Energy Limited, a British Virgin Islands company (the “Company”), (iii) the current shareholders of the Company, whose signatures have been included in the signatures to this Agreement (collectively, the “Sellers”). 爱能森新能源（深圳）有限公司 (the “Key Company Subsidiary”) joins as a party to this Agreement solely for the purposes of Section 6.2 and Article 9. FFHL, the Company and the Sellers are individually referred to herein as a “Party” and collectively, the “Parties.”
ContractFuwei Films (Holdings), Co. Ltd. • December 12th, 2006 • Unsupported plastics film & sheet • New York
THE SECURITIES REPRESENTED BY OR UNDERLYING THIS PURCHASE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”) OR APPLICABLE STATE LAW. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW AND EXCEPT AS OTHERWISE PROVIDED FOR HEREIN.
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2006 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN BaiJiaYun Group Ltd and Aoji Holdings Co., Ltd Dated as of March 9, 2023Securities Purchase Agreement • March 27th, 2023 • Baijiayun Group LTD • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 9, 2023, is entered into by and between (i) BaiJiaYun Group Ltd (previously named Fuwei Films (Holdings) Co., Ltd.), a Cayman Islands company (the “Seller”) and (ii) Aoji Holdings Co., Ltd (the “Purchaser”). The Seller and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
Exclusive Technical and Consulting Service AgreementExclusive Technical and Consulting Service Agreement • January 16th, 2024 • Baijiayun Group LTD • Services-prepackaged software
This Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made and entered into by and between the following Parties on December 29, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Loan Contract (Summary Translation) Bank of CommunicationLoan Contract • November 24th, 2006 • Fuwei Films (Holdings), Co. Ltd.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • January 30th, 2019 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
This SHARE TRANSFER AGREEMENT (this “Agreement”), is entered into as of January 23, 2019, between Fuwei Films (Holdings) Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (“FFHL”), as the seller, and Hongkong Ruishang International Trade Co., Limited. a Hong Kong corporation, (“HK Ruishang” and, sometimes, the “Purchaser”) , as purchaser. FFHL and the Purchaser are individually referred to herein as a “Party” and collectively, the “Parties”.
Exclusive Option AgreementExclusive Option Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 2, 2023, in Beijing, People’s Republic of China (the “PRC”), by and between.
Auction Consignment Contract (Summary Translation)Fuwei Films (Holdings), Co. Ltd. • November 24th, 2006
According to the Auction Law of the People’s Republic of China and other relevant laws and regulations, the above two parties have entered into this contract through friendly negotiations.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet • Hong Kong
Loan ContractFuwei Films (Holdings), Co. Ltd. • November 28th, 2016 • Unsupported plastics film & sheet
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
This Equity Interest Pledge Agreement (the “Agreement”) is entered into as of the day of January 2, 2023, in Beijing, the People’s Republic of China (the “PRC”), by and between.
ACTING-IN-CONCERT AGREEMENTIn-Concert Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
SHAREHOLDERS AGREEMENTShareholders Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet • Hong Kong
Dated [ July 13 ],2021 BaJiaYun Limited and BaiJia Cloud Limited and Beijing Baijiashilian Technology Co., Ltd. and Gangjiang Li and Jia Jia Ltd. and Duo Duo International Limited and Nuan Nuan Ltd. and (L.P.) New Oriental Xingzhi Education and...Supplemental Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
Use of Capital Agreement (Unofficial English Translation Solely for Convenience)Capital Agreement • August 21st, 2014 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
Loan Contract (Summary Translation)Fuwei Films (Holdings), Co. Ltd. • April 21st, 2010 • Unsupported plastics film & sheet
FORM OF DIRECTOR AGREEMENTForm of Director Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
THIS [INDEPENDENT] DIRECTOR AGREEMENT (this “Agreement”), dated as of _ (the “Effective Date”), is by and between Baijiayun Group Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”).
Transfer of Loan AgreementFuwei Films (Holdings), Co. Ltd. • November 23rd, 2020 • Unsupported plastics film & sheet
In April 2014, Fuwei Films (Shandong) Co., Ltd. (the “Fuwei Shandong”) entered into one Use of Capital Agreement with Shandong SNTON pursuant to which Fuwei Shandong obtained a loan for a total amount of RMB105.0 million from Shandong SNTON to pay off certain short-term loans due to Bank of Communications Co., Ltd. The interest shall be calculated at the benchmark rate, plus an additional 20% of the said benchmark rate, for the loan of the same term announced by the People’s Bank of China. The interest must be paid quarterly and settled in full at the end of the year. As of December 31, 2014, the principal of this loan and the interest have not been paid. In March 2015, the Fuwei Shandong entered into a supplemental agreement with Shandong SNTON pursuant to which the parties agreed that Fuwei Shandong will pay off the principal of this loan plus interest upon availability of new loans from banks or other financial institutions. To date, Fuwei Shandong paid back part of the loan.
Exclusive Technical and Consulting Services AgreementExclusive Technical and Consulting Services Agreement • January 20th, 2023 • Baijiayun Group LTD • Unsupported plastics film & sheet
Exclusive Technical and Consulting Services Agreement (this “Agreement”) is entered into as of the day of January 2, 2023, in Beijing, People’s Republic of China (“PRC”), by and between
Loan Contract (Summary Translation) China Construction BankFuwei Films (Holdings), Co. Ltd. • November 24th, 2006
Transfer of Loan AgreementFuwei Films (Holdings), Co. Ltd. • November 23rd, 2020 • Unsupported plastics film & sheet
Shandong SNTON and Shandong Shengjia have entered into a transfer of loan agreement pursuant to which Shandong SNTON transferred the remaining principal of its loan to Fuwei Shandong together with the related interest to Shandong Shengjia.
Use of Capital Agreement (Unofficial English Translation Solely for Convenience)Capital Agreement • August 21st, 2014 • Fuwei Films (Holdings), Co. Ltd. • Unsupported plastics film & sheet
Import Outward Remittance Financing Contract (Unofficial English Translation Solely for Convenience) Bank of CommunicationsFuwei Films (Holdings), Co. Ltd. • August 10th, 2011 • Unsupported plastics film & sheet
Party A: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, No. 387 Dong Ming Road, Weifang Correspondence Address: Same as above Party B: Weifang Branch, Bank of Communications Responsible Person: Ankui Liu Correspondence Address: No. 358 Dong Feng, Dong Street, Weifang
