NetClass Technology Inc Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2024 • NetClass Technology Inc • Services-prepackaged software

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of June 1, 2022, by and between NETCLASS TECHNOLOGY INC, a Cayman Islands corporation (the “Company”), and Jianbiao Dai, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, 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 subsidiaries and affiliated entities (collectively, the “Group”).

Re: Director Offer Letter – Xianghong Zhou
Director Offer Letter • November 28th, 2022 • NetClass Technology Inc • Services-prepackaged software • New York

NETCLASS TECHNOLOGY INC, a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall begin upon Nasdaq’s approval of Company’s listing.

NETCLASS TECHNOLOGY INC UNDERWRITING AGREEMENT
Underwriting Agreement • June 20th, 2023 • NetClass Technology Inc • Services-prepackaged software • New York

The undersigned, NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC (the “Underwriter”) to issue and sell to the Underwriter Class A Ordinary Shares, par value $0.00025, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

NETCLASS TECHNOLOGY INC UNDERWRITING AGREEMENT
Underwriting Agreement • November 28th, 2022 • NetClass Technology Inc • Services-prepackaged software • New York

The undersigned, NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Underwriter”) to issue and sell to the Underwriter Class A Ordinary Shares, par value $0.00025, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Private Placement Subscription Agreement • May 16th, 2024 • NetClass Technology Inc • Services-prepackaged software • New York

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this 20th day of September 2023, among (i) NETCLASS TECHNOLOGY INC (the "Company"), a Cayman Islands limited liability company, and (ii) the purchaser identified on the signature pages to this Agreement (the “Purchaser”).

ESCROW AGREEMENT
Escrow Agreement • June 20th, 2023 • NetClass Technology Inc • Services-prepackaged software • New York

This Escrow Agreement dated this [ ] day of [ ] 2023 (the “Escrow Agreement”), is entered into by and among Netclass Technology Inc, a company organized under the laws of the Cayman Islands (the “Company” or “Netclass”), having an address at 6F, Building A, 1188 Wan Rong Road, Shanghai, People’s Republic of China 200436, Revere Securities, LLC, (the “Representative”) and Wilmington Trust, National Association, as escrow agent (“Escrow Agent”); each a “Party” and collectively, the “Parties”.

NETCLASS TECHNOLOGY INC UNDERWRITING AGREEMENT
Underwriting Agreement • June 11th, 2024 • NetClass Technology Inc • Services-prepackaged software • New York

The undersigned, NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC (hereinafter the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) to issue and sell to the Underwriters certain class A ordinary shares of par value of $0.00025 each of the Company (“Class A Ordinary Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

NETCLASS TECHNOLOGY INC UNDERWRITING AGREEMENT
Underwriting Agreement • March 28th, 2023 • NetClass Technology Inc • Services-prepackaged software • New York

The undersigned, NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC (the “Underwriter”) to issue and sell to the Underwriter Class A Ordinary Shares, par value $0.00025, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

Re: Director Offer Letter – Angel Colon
Director Offer Letter • March 26th, 2024 • NetClass Technology Inc • Services-prepackaged software • New York

NETCLASS TECHNOLOGY INC, a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall begin upon Nasdaq’s approval of Company’s listing.

NETCLASS TECHNOLOGY INC UNDERWRITING AGREEMENT
Underwriting Agreement • December 17th, 2024 • NetClass Technology Inc • Services-prepackaged software • New York

The undersigned, NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (hereinafter the “Representative”) and with the other underwriters named on Schedule A hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) to issue and sell to the Underwriters certain class A ordinary shares of par value of $0.00025 each of the Company (“Class A Ordinary Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

Standardized Contract of Software/Application Development Project name: Software/courseware/application/system/product development Party A: [Customer Name] Party B: Shanghai Netclass Information Technology Co., Ltd. Place of signing:[·] Signing...
Software Development Agreement • March 28th, 2023 • NetClass Technology Inc • Services-prepackaged software

According to the provisions of the Contract Law of the People's Republic of China, both parties to the contract have reached an agreement on the technical development of software/courseware production and signed this contract.

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • March 2nd, 2026 • NetClass Technology Inc • Services-prepackaged software • Hong Kong

This Consulting Services Agreement (the “Agreement”) is made and entered into on February 21, 2026 (the “Execution Date”), by and between:

Agreement on Capital Increase and Investment
Agreement on Capital Increase and Investment • March 10th, 2025 • NetClass Technology Inc • Services-prepackaged software

NETCLASS Technology Inc (hereinafter referred to as "Party A" ), Wan Yi (hereinafter referred to as "Party B" ), Deng Ruihong (hereinafter referred to as "Party C" ), and CreateSolutions Co.,Ltd. (hereinafter referred to as "Party D" ) hereby agree to the following terms regarding The capital increase and investment in Party D and enter into this contract.

Re: Director Offer Letter – Angel Colon
Director Offer Letter • January 30th, 2026 • NetClass Technology Inc • Services-prepackaged software • New York

WHEREAS, NETCLASS TECHNOLOGY INC, a Cayman Islands limited liability company (the “Company” or “we”), and you entered into a Director Offer Letter on October 26, 2022 (the “2022 Agreement”), pursuant to which you agreed to serve as a Director of the Company and the Company agreed, among other things, to issue 5,000 Class A ordinary shares of the Company, of par value $0.00025 (the “Class A Ordinary Shares”) for each calendar year of service on a pro-rated basis, payable on a quarterly basis.

Lease Agreement
Lease Agreement • June 20th, 2023 • NetClass Technology Inc • Services-prepackaged software

Whereas, after full negotiation between Party A and Party B, the following Lease Agreement (the “Agreement”) has been reached equally and unanimously:

OUTDOOR ADVERTISING SERVICES AGREEMENT
Outdoor Advertising Services Agreement • March 2nd, 2026 • NetClass Technology Inc • Services-prepackaged software • Hong Kong

This Outdoor Advertising Services Agreement (the “Agreement”) is made and entered into on February 20, 2026 (the “Execution Date”), by and between:

Standardized Contract of Software/Application Development Project name: Software/courseware/application/system/product development Party A: [Customer Name] Party B: Shanghai Netclass Information Technology Co., Ltd. Place of signing:[·] Signing...
Software Development Agreement • March 26th, 2024 • NetClass Technology Inc • Services-prepackaged software

According to the provisions of the Contract Law of the People's Republic of China, both parties to the contract have reached an agreement on the technical development of software/courseware production and signed this contract.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 3rd, 2026 • NetClass Technology Inc • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 25, 2026, is between NETCLASS TECHNOLOGY INC, an exempted company incorporated under the laws of the Cayman Islands, with headquarters located at Unit 11-03, ABI Plaza, 11 Keppel Road, Singapore 089057 (the “Company”), and each of the investors identified on the signature pages hereto (each a “Buyer” and collectively the “Buyers”).

TECHNICAL DEVELOPMENT SERVICE AGREEMENT
Technical Development Service Agreement • March 2nd, 2026 • NetClass Technology Inc • Services-prepackaged software • Hong Kong
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • April 3rd, 2026 • NetClass Technology Inc • Services-prepackaged software • New York
CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • March 2nd, 2026 • NetClass Technology Inc • Services-prepackaged software • Hong Kong

This Consulting Services Agreement (the “Agreement”) is made and entered into on February 21, 2026 (the “Execution Date”), by and between:

Securities Purchase Agreement
Securities Purchase Agreement • August 1st, 2025 • NetClass Technology Inc • Services-prepackaged software • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of August 1, 2025, is entered into by and between NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company (“Company”), and [ ], its successors and/or assigns (“Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 15th, 2025 • NetClass Technology Inc • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2025, is between NETCLASS TECHNOLOGY INC, a company incorporated under the laws of the Cayman Islands, with headquarters located at 1188 Wan Rong Road, Shanghai, People’s Republic of China (the “Company”), and each of the investors identified on the signature pages hereto (each a “Buyer” and collectively the “Buyers”).

Technical Development Service Agreement
Technical Development Service Agreement • May 16th, 2024 • NetClass Technology Inc • Services-prepackaged software • Hong Kong

After negotiation, the two parties have reached and entered into this agreement concerning the technical development (commissioned/joint development) of the Large Language Model (LLM) vertical pre-training program for the education industry.

CHUI WAI KWONG ELECTRICAL ENGINEERING CO., LTD. And DRAGONSOFT GROUP CO., LIMITED (As per the BR info) TENANCY AGREEMENT Of OFFICE UNIT B ON 19th FLOOR, VULCAN HOUSE, HONG KONG
Tenancy Agreement • March 26th, 2024 • NetClass Technology Inc • Services-prepackaged software

THIS AGREEMENT made on July 29, 2023 by and between the Landlord and the Tenant. The Landlord and Tenant shall be referred to as the “Parties”.

PURCHASE AGREEMENT
Purchase Agreement • May 16th, 2024 • NetClass Technology Inc • Services-prepackaged software

Regarding the procurement of products by Party A from Party B, in accordance with the provisions of the relevant laws and regulations of the People’s Republic China, based on the principles of equality, voluntariness, and good faith, Party A and Party B have reached a consensus through consultation and hereby enter into this contract.