NEOTV GROUP LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2023 • Neotv Group LTD • Services-miscellaneous amusement & recreation • New York
The undersigned, NeoTV Group Limited, an exempted company incorporated in Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named in Schedule A hereto (such underwriters including Representative (as defined below), collectively, hereafter referred to as the “Underwriters”, and each of them as an “Underwriter”), for which Prime Number Capital LLC acting as the representative of the Underwriters (in such capacity, the “Representative”), to issue and sell an aggregate of [xx] ordinary shares (the “Firm Shares”) of the Company, par value of $0.0001 per share (the “Ordinary Shares”).
Representative’s Warrant AgreementS Warrant Agreement • March 15th, 2023 • Neotv Group LTD • Services-miscellaneous amusement & recreation • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] DATE THAT IS SIX MONTHS FROM THE COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FOUR YEARS FROM THE INITIAL EXERCISE DATE].
POWER OF ATTORNEYPower of Attorney • February 24th, 2023 • Neotv Group LTD • Services-miscellaneous amusement & recreation
Party A: Beijing NeoTV Cultural Communication Co., Ltd., a limited liability company established under the laws of the People’s Republic of China (the “PRC”, for the purpose of this Agreement only, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan), with the unified social credit code of 91110108MABWRRRRXE.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • February 24th, 2023 • Neotv Group LTD • Services-miscellaneous amusement & recreation
Party A: Beijing NeoTV Cultural Communication Co., Ltd., a limited liability company established under the laws of the People’s Republic of China (the “PRC”, for the purposes of the Agreement only, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) with a unified social credit code of 91110108MABWRRRRXE; and
Exclusive Option AgreementExclusive Option Agreement • February 24th, 2023 • Neotv Group LTD • Services-miscellaneous amusement & recreation
Party A: Beijing NeoTV Cultural Communication Co., Ltd., a limited liability company established under the laws of the People’s Republic of China (“China”, for the purpose of this Agreement only, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan), Unified Social Credit Code: 91110108MABWRRRRXE
SHARE PLEDGE AGREEMENTShare Pledge Agreement • February 24th, 2023 • Neotv Group LTD • Services-miscellaneous amusement & recreation
Party A: Beijing NeoTV Cultural Communication Co., Ltd. (the “Pledgee”), a company incorporated with limited liability in the People’s Republic of China (the “PRC”, for this Agreement only, excluding Hong Kong, Macau and Taiwan) with united social credit code of 91110108MABWRRRRXE;
Employment ContractNeotv Group LTD • February 6th, 2023 • Services-miscellaneous amusement & recreation
Form of Service AgreementForm of Service Agreement • February 6th, 2023 • Neotv Group LTD • Services-miscellaneous amusement & recreation
Whereas Party B has brand cooperation resources (See the Appendix hereto for details) and government cooperation rights in relation to the [*****] (“[*****]”), Party A wishes to buy out such [*****] brand cooperation resources and government cooperation rights. In accordance with the Contract Law of the People’s Republic of China and the relevant laws and regulations, the Parties hereby have entered into the following Agreement by consensus on the principle of equality, voluntariness and mutual benefits：
Form of Professional Service AgreementProfessional Service Agreement • February 6th, 2023 • Neotv Group LTD • Services-miscellaneous amusement & recreation
This Professional Services Agreement (together with the Annexes hereto, collectively, the “Agreement” or “this Agreement”) is signed on May 1, 2022, by and between [*****] (the “Company”) and Shanghai Neotv Cultural Communication Co., Ltd. (the “Contractor” or “Partner”), regarding the matters of [*****].
Form of Framework AgreementNeotv Group LTD • February 6th, 2023 • Services-miscellaneous amusement & recreation
Based on the principle of mutual development, mutual benefit and voluntary negotiation, Party A and Party B agree on the following framework agreement (hereinafter referred to as “the Agreement”) regarding Party A’s entrustment of Party B to provide performance services and other related matters as confirmed by both parties.
