Pop Culture Group Co., LTD Sample Contracts

POP CULTURE GROUP CO., LTD (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Subordinated Debt Securities
Indenture • July 14th, 2022 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

INDENTURE, dated as of [●], 20[●], among Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This Indemnification Agreement (this “Agreement”) is entered into as of by and between Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2022 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of December 1, 2021 by and between Pop Culture Group Co., Ltd, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and Renrong Zhu, 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], by and between Pop Culture Group Co., Ltd, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and [ ], 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 Agreement
Loan Agreement • October 28th, 2022 • Pop Culture Group Co., LTD • Services-amusement & recreation services

This contract is entered into by and between the lender and the borrower on an equal and voluntary basis according to law. In order to safeguard the legitimate rights and interests of the borrower, the lender hereby requests the borrower to pay full attention to all the provisions concerning the rights and obligations of both parties, especially the contents in bold type.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 15th, 2026 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 12, 2026, between Pop Culture Group Co., Ltd, a Cayman Islands exempted company (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 29th, 2025 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2025, between Pop Culture Group Co., Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Amended and Restated Exclusive Services Agreement
Exclusive Services Agreement • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services

This Amended and Restated Exclusive Services Agreement (“this Agreement”) is made and entered into by and between the following Parties on February 19, 2021 in Xiamen, the People’s Republic of China (“China” or “PRC”):

Working Capital Loan Contract
Working Capital Loan Contract • October 28th, 2022 • Pop Culture Group Co., LTD • Services-amusement & recreation services

In order to protect your rights and interests, before signing this Contract please read carefully, check and confirm the followings:

Loan Contract
Loan Contract • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services • Beijing

The Borrower and the Lender, through equal negotiation, reach an agreement on the Lender’s loan to the Borrower, and hereby enter into the Contract.

Party A: Xiamen Information Group Ltd. Party B: Xiamen Pop Digital Technology Co., LTD
Lease Agreement • October 31st, 2023 • Pop Culture Group Co., LTD • Services-amusement & recreation services

In accordance with relevant laws and regulations, party A and Party B reach an agreement through friendly negotiation and hereby conclude this Contract for mutual compliance.

Lease Contract
Lease Contract • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services

In accordance with the Contract Law of the People’s Republic of China, the Urban Real Estate Management Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B, on the basis of equality, voluntariness, honesty and credit, agree to enter into the following agreement on the matter of Party B renting its house from Party A:

Comprehensive Line of Credit Contract
Comprehensive Line of Credit Contract • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services • Macau

Important Note: this contract is made, in accordance with relevant laws and regulations, by and between the borrower and the lender on an equal and voluntary basis. All contract terms are true representations of both parties. In order to fully protect the legitimate rights of the debtor, the creditor specially asks the debtor to carefully read contract terms and conditions, especially those in bold type, and to pay full attention to contents of the terms and conditions. If there are any doubts or ambiguities, please consult Party B and professionals or professional institutions in a timely manner.

Credit Facility Agreement Grantee: Xiamen Pop Culture Co., Ltd. Grantor: Xiamen Bank Co., Ltd.
Credit Facility Agreement • November 10th, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services • Beijing

In accordance with the provisions of the Commercial Bank Law of the People's Republic of China and other relevant laws and regulations, the two parties, on the principle of equality, voluntariness, honesty and credibility, hereby enter into this Agreement through consultation and abide by it jointly.

Factoring Agreement
Factoring Agreement • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services

Q Subsidiary business documents under the financing line agreement No. [/]. After the agreement comes into effect, all its terms shall be incorporated into the financing Line Agreement and shall be part of it (if the customer has previously signed the financing line agreement with the factoring bank, this item shall be selected and the number of the financing limit agreement shall be indicated);

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 9th, 2025 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This Agreement is dated as of July __, 2025 (the “Execution Date”) by and between Pop Culture Group Co., Ltd, a Cayman Islands exempted company (the “Company”), and ______(“Purchaser”).

Working capital loan contract
Working Capital Loan Contract • October 31st, 2023 • Pop Culture Group Co., LTD • Services-amusement & recreation services

To protect your rights and interests, please read this contract carefully and check and confirm before signing the following:

Short-Term Credit Facility Agreement
Short-Term Credit Facility Agreement • November 10th, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services

The Borrower and the Lender, through consultation on an equal footing, have reached an agreement on the issue of the Lender's provision of working capital loan to the Borrower and hereby enter into this Agreement.

Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail.
Credit Line Agreement • November 15th, 2024 • Pop Culture Group Co., LTD • Services-amusement & recreation services

In accordance with the provisions of relevant laws and regulations such as the “Commercial Bank Law of the People’s Republic of China”, both parties, based on the principles of equality, voluntariness, good faith and credit, have reached an agreement through consultation and specially entered into this agreement and shall abide by it jointly.

INDEPENDENT DIRECTOR ENGAGEMENT AGREEMENT
Independent Director Engagement Agreement • November 21st, 2025 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This INDEPENDENT DIRECTOR ENGAGEMENT AGREEMENT (the “Agreement”) is entered into as of November 19, 2025 (the “Effective Date”) by and between POP CULTURE GROUP CO., LTD., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and MANXIN HUANG, an individual (the “Independent Director”). The term “Company” as used herein with respect to all obligations of the Independent Director 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”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 7th, 2024 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This Agreement is dated as of ____, 2024 (the “Execution Date”) by and between Pop Culture Group Co., Ltd, a Cayman Islands exempted company (the “Company”), and (“Purchaser”).

POP CULTURE GROUP CO., LTD UNDERWRITING AGREEMENT
Underwriting Agreement • May 13th, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

The undersigned, Pop Culture Group Co., Ltd, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Representative” of several underwriters as disclosed in Schedule A attached hereto) and Valuable Capital Limited (collectively, the “Underwriters”) to issue and sell to the Underwriters an aggregate of [6,000,000] Class A Ordinary Shares, par value $0.001, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

Maximum amount guarantee contract
Maximum Amount Guarantee Contract • October 31st, 2023 • Pop Culture Group Co., LTD • Services-amusement & recreation services

Important: This contract is concluded by all parties on the basis of equality and voluntary negotiation. All the terms of this contract are true expressions of the intention of both parties. In order to safeguard the legitimate rights and interests of the guarantor, the creditor hereby asks the guarantor to pay full attention to the bold part in the terms of the contract.

Termination Agreement
Termination Agreement • April 22nd, 2025 • Pop Culture Group Co., LTD • Services-amusement & recreation services

Party A: Heliheng Culture Co (“this Agreement”) is made and entered into by and between the following Parties on April 3, 2025 in Xiamen, the People’s Republic of China (“China” or “PRC”):

Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Working Capital...
Working Capital Loan Contract • November 15th, 2024 • Pop Culture Group Co., LTD • Services-amusement & recreation services

The Borrower and lender, through equal consultation, have reached an agreement on the lender’s issuance of working capital loans to the Borrower, and hereby enter into this contract.

Subscription Agreement
Subscription Agreement • March 21st, 2024 • Pop Culture Group Co., LTD • Services-amusement & recreation services

This subscription agreement (this “Subscription”) is dated ______, 2024, by and between the investor identified on the signature page hereto (the “Investor”) and Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”). The parties agree as follows:

Working Capital Loan Contract No.: [*]
Working Capital Loan Contract • May 13th, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services

After equal consultation, the borrower and the lender reach an agreement on the issue of the lender granting the working capital loan to the borrower, and hereby enter into this contract.

Content introduction contract
Content Cooperation Agreement • October 31st, 2023 • Pop Culture Group Co., LTD • Services-amusement & recreation services

Party A is a wholly-owned subsidiary of Guangdong Radio and Television Network Co., Ltd. (hereinafter referred to as “Guangdong Radio and Television Network”), and is the only authorized video product content introduction, integration and operator of Guangdong Radio and Television Network. Relying on the rich platform resources of Guangdong Radio and Television Network, the company takes content as expansion, local services as its feature, and makes all media content products and operation. It is committed to providing rich and colorful video products and distinctive integration business for Guangdong users, and to build a comprehensive media platform with strong communication power and influence.

Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services

This Amended and Restated Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of February 19, 2021, in Xiamen, the People’s Republic of China (“China” or “PRC”):

Trademark Licensing Contract
Trademark Licensing Contract • March 2nd, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services

Party A is the legal owner of the licensed trademark (see the definition of this contract) and has the right to sign this contract with Party B in the name of the trademark licensor, granting Party B the use of its licensed trademark within the scope of this contract, and Party A has the right to supervise Party B legally using the licensed trademark;

Enterprise self-help loan business quota contract
Enterprise Self-Help Loan Business Quota Contract • October 31st, 2023 • Pop Culture Group Co., LTD • Services-amusement & recreation services

Dear customer, in order to protect your rights and interests, please read the full text of this contract carefully before signing this contract, especially the bold terms. If you have any doubt, please ask us to explain it in time. If you / your company still have questions or uncertainties, please consult you / your lawyer and relevant professionals.

Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail.
Lease Contract • November 17th, 2025 • Pop Culture Group Co., LTD • Services-amusement & recreation services

In accordance with relevant laws and regulations, party A and Party B reach an agreement through friendly negotiation and hereby conclude this Contract for mutual compliance.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 29th, 2025 • Pop Culture Group Co., LTD • Services-amusement & recreation services • New York

This letter (this “Agreement”) constitutes the agreement between Pop Culture Group Co., Ltd. (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.

Supplementary Contract
Supplementary Contract • May 13th, 2021 • Pop Culture Group Co., LTD • Services-amusement & recreation services

On October 30, 2018, Party A and Party B signed the Comprehensive Credit Line Contract (hereinafter referred to as the "Loan Contract") numbered as the 0304201810290087. On the same date, Party B and Party C,Party B and Party D signed the Loan Contract numbered 0304201810290087BZ-1, Guarantee Contract of 0304201810290087BZ-2 (hereinafter referred to as "Guarantee Contract") respectively. On October 29, 2019, Party A, Party B, Party C and Party D signed the Supplementary Contract numbered 0304201808140070C-2 (hereinafter referred to as the "Supplementary Contract"). Now, due to the change of conditions, some clauses in the Loan Contract need to be amended and supplemented. The parties hereby sign this supplementary contract:

Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail.
Lease Contract • November 15th, 2024 • Pop Culture Group Co., LTD • Services-amusement & recreation services

In accordance with relevant laws and regulations, party A and Party B reach an agreement through friendly negotiation and hereby conclude this Contract for mutual compliance.