BAO Holding Ltd. Sample Contracts

BAO Holding Limited FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • September 23rd, 2025 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • New York

The undersigned, BAO Holding Limited, a British Virgin Islands business company ( “Company”), hereby confirms its agreement (this “Agreement” or the “Underwriting Agreement”) with Pacific Century Securities, LLC (the “Representative” of several underwriters as disclosed in Schedule A attached hereto and the term Representative as used herein shall have the same meaning as underwriter, collectively the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of [●] class A ordinary shares, par value $0.0001 each (the “Class A Ordinary Shares”) , of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional [●] Class A Ordinary Shares (the “Option Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Option Shares granted to the Underwriters under Section 1 hereof. The Firm Shares and t

THIS AGREEMENT is made on the 10th day of September 2021 BETWEEN:-
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

HGC agrees to engage BAO and BAO agrees to provide to HGC the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

THIS AGREEMENT is made on the 30th day of August 2022 BETWEEN:-
Service Agreement • July 17th, 2025 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

DYX agrees to engage BAO and BAO agrees to provide to DYX the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

Date: 22nd May, 2020 Service Agreement MRM ENTERTAINMENT LIMITED And BOXASONE LIMITED MONOPOLY DREAMS MELBOURNE Of Shop NC F01-06 located on Level 1 - 116-119 Studio Lane and 16024 Star Crescent, Docklands, VIC. 3008
Service Agreement • February 6th, 2025 • BAO Holding Ltd. • Services-computer programming, data processing, etc.

The Contractor agrees to provide, and the Client agrees to retain and employ the Contractor for services agreed in this agreement. The Agreement comprises:

THIS AGREEMENT is made on the 30th day of October 2023
Service Agreement • February 6th, 2025 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

BAO agrees to engage MDT and MDT agrees to provide to BAO the services as described i.n Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

Date: 22nd May, 2020 Service Agreement MRM ENTERTAINMENT LIMITED And BOXASONE LIMITED MONOPOLY DREAMS MELBOURNE Of Shop NC F01-06 located on Level 1 - 116-119 Studio Lane and 16024 Star Crescent, Docklands, VIC. 3008
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc.

The Contractor agrees to provide, and the Client agrees to retain and employ the Contractor for services agreed in this agreement. The Agreement comprises:

THIS AGREEMENT is made on 15 November 2024 BETWEEN:-
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

TIL agrees to engage BAO and BAO agrees to provide to TIL the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

BAO Holding Limited FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • New York

The undersigned, BAO Holding Limited, a British Virgin Islands business company ( “Company”), hereby confirms its agreement (this “Agreement” or the “Underwriting Agreement”) with Pacific Century Securities, LLC (the “Representative” of several underwriters as disclosed in Schedule A attached hereto and the term Representative as used herein shall have the same meaning as underwriter, collectively the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of [●] class A ordinary shares, par value $0.0001 each (the “Class A Ordinary Shares”) , of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional [●] Class A Ordinary Shares (the “Option Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Option Shares granted to the Underwriters under Section 1 hereof. The Firm Shares and t

THIS AGREEMENT is made on the 30th day of October 2023 BETWEEN:- AND
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

TIL agrees to engage BAO and BAO agrees to provide to TIL the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [●] 2025, by and between BAO Holding Limited (the “Company”) and [●], an individual with Hong Kong identification number [●] (the “Executive”).

THIS AGREEMENT is made on 5 August 2024 BETWEEN:-
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

BAO agrees to engage FAL and FAL agrees to provide to BAO the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

THIS AGREEMENT is made on the 30th day of August 2022
Service Agreement • February 6th, 2025 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

BAO agrees to engage FLX and FLX agrees to provide to BAO the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

THIS AGREEMENT is made on the 30th day of October 2023
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

BAO agrees to engage MDT and MDT agrees to provide to BAO the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

THIS AGREEMENT is made on 15 November 2024 BETWEEN:-
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

BAO agrees to engage NEX and NEX agrees to provide to BAO the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • New York

This Indemnification Agreement (this “Agreement”) is entered into as of [●] by and between BAO Holding Limited, a British Virgin Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

THIS SUPPLEMENTARY AGREEMENT (“Supplementary Agreement”) is made on the 30th day of June 2022 BETWEEN:-
Services Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong
THIS AGREEMENT is made on the 30th day of August 2022 BETWEEN:-
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

DYX agrees to engage BAO and BAO agrees to provide to DYX the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

THIS AGREEMENT is made on the 30th day of August 2022 BETWEEN:-
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

BAO agrees to engage FLX and FLX agrees to provide to BAO the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

THIS AGREEMENT is made on 5 August 2024 BETWEEN:-
Service Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

SUNION MANUFACTURING LIMITED, a limited liability company incorporated in Hong Kong whose registered office is at Unit 02, 23/F., Global Gateway Tower, 63 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong (the “SUN” or “Customer”); AND

THIS AGREEMENT is made on the 29 February 2024. BETWEEN:-
Smart Kiosk Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong
THIS SUPPLEMENTARY AGREEMENT (“Supplementary Agreement”) is made on the 30th day of June 2022 BETWEEN:-
Services Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong
THIS AGREEMENT is made on the 30th day of August 2022 BETWEEN:-
Service Agreement • August 20th, 2025 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong

BAO agrees to engage FLX and FLX agrees to provide to BAO the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.

THIS SUPPLEMENTARY AGREEMENT (“Supplementary Agreement”) is made on the 30th day of June 2022 BETWEEN:-
Services Agreement • February 6th, 2026 • BAO Holding Ltd. • Services-computer programming, data processing, etc. • Hong Kong