0001493152-26-024956 Sample Contracts
NEUCLEUS Group Limited UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2026 • Neucleus Group LTD • Services-educational services • New York
The undersigned, Neucleus Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named on Schedule A hereto (collectively the “Underwriters,” and each, an “Underwriter”), for which Network 1 Financial Securities, Inc. is acting as the lead or managing underwriter and representative (in such capacity, the “Representative”), to issue and sell an aggregate of 4,500,000 Class A ordinary shares (the “Firm Shares”) of the Company, par value $0.001 per share (the “Class A Ordinary Shares”). The Company has also granted to the Representative an option to purchase up to 675,000additional Class A Ordinary Shares, representing fifteen percent (15%) of the Firm Shares, on the terms and for the purposes set forth in Section 2(c) hereof (the “Additional Shares”). The Firm Shares and any Additional Shares purchased pursuant to this Agreement are herein c
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2026 • Neucleus Group LTD • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [date], is by and between Neucleus Group Limited , an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [name], a member of the Company’s board of director (the “Board”) (the “Indemnitee”).
Independent director’s address] [Date] Re: Independent Director Offer Letter – [Name of independent director] Dear [Name of independent director],Independent Director Offer Letter • May 22nd, 2026 • Neucleus Group LTD • Services-educational services • New York
Neucleus Group Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company” or “we”), is pleased to offer you a position as an independent 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 an independent director in the Company. Should you choose to accept this position as an independent 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 also be subject to the approval of the Company’s Board of Directors and/or Nominating and Compensation Committees.
DIRECTOR APPOINTMENT AGREEMENTDirector Appointment Agreement • May 22nd, 2026 • Neucleus Group LTD • Services-educational services • New York
THIS DIRECTOR APPOINTMENT AGREEMENT (this “Agreement”), dated as of [date], is by and between Neucleus Group Limited , an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [name], an individual (the “Director”).