AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • March 16th, 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.
Exclusive Option AgreementExclusive Option Agreement • February 26th, 2021 • Tuya Inc. • Services-prepackaged software • Shanghai
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 23, 2014 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
Amended and Restated Equity Interest Pledge AgreementEquity Interest Pledge Agreement • February 26th, 2021 • Tuya Inc. • Services-prepackaged software
This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on 23 August 2019 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
FORM OF INDEMNIFICATION AGREEMENT TUYA INC.Form of Indemnification Agreement • February 26th, 2021 • Tuya Inc. • Services-prepackaged software
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between Tuya Inc., an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
●] American Depositary Shares TUYA INC. EACH REPRESENTING [●] CLASS A ORDINARY SHARES, PAR VALUE US$0.00005 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2021 • Tuya Inc. • Services-prepackaged software • New York
Amended and Restated Exclusive Option AgreementExclusive Option Agreement • April 28th, 2022 • Tuya Inc. • Services-prepackaged software
This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 19, 2022 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • February 26th, 2021 • Tuya Inc. • Services-prepackaged software • Hong Kong
This Employment Agreement (the “Agreement”), dated as of , 20 (the “Effective Date”), is entered between TUYA INC., a company incorporated in the Cayman Islands (the “Company” and, together with its subsidiaries and consolidated affiliated entities, the “Tuya Group”) and [NAME] (the “Executive”).
Amended and Restated Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 28th, 2022 • Tuya Inc. • Services-prepackaged software
This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 19, 2022 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • February 26th, 2021 • Tuya Inc. • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 23, 2014 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
Dated June 20, 2022 TUYA INC. China International Capital Corporation Hong Kong Securities Limited MORGAN STANLEY ASIA LIMITED Merrill Lynch (Asia Pacific) Limited and THE HONG KONG UNDERWRITERS (named in Schedule 2) HONG KONG UNDERWRITING AGREEMENT...Agreement • June 24th, 2022 • Tuya Inc. • Services-prepackaged software • Hong Kong
Amended and Restated Equity Interest Pledge AgreementInterest Pledge Agreement • April 28th, 2022 • Tuya Inc. • Services-prepackaged software
This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 19, 2022 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ 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:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • January 6th, 2021 • Tuya Inc. • Services-prepackaged software
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 23, 2014 in Hangzhou, the People’s Republic of China (“China” or the “PRC”).
Second Amended and Restated Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 28th, 2022 • Tuya Inc. • Services-prepackaged software
This Second Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 19, 2022 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
Amended and Restated Exclusive Business Cooperation AgreementBusiness Cooperation Agreement • April 28th, 2022 • Tuya Inc. • Services-prepackaged software
This amended and restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 19, 2022 in Hangzhou, the People’s Republic of China (“China” or the “PRC”).
TUYA INC. 7,300,000 Class A Ordinary Shares (US$0.00005 par value per share) International Underwriting AgreementInternational Underwriting Agreement • June 24th, 2022 • Tuya Inc. • Services-prepackaged software • New York
CICC, MS Asia and BofA Securities collectively, as the Joint Representatives (as defined herein) of the several International Underwriters named in Schedule I-B hereto, and CICC, BofA Securities and MS Asia collectively, as the Joint Sponsors (as defined herein)
