0001104659-23-072793 Sample Contracts

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.”

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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”.

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:

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