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Agora, Inc. – ‘20-F’ for 12/31/23 – ‘EX-97.1’

On:  Wednesday, 4/24/24, at 6:11am ET   ·   For:  12/31/23   ·   Accession #:  950170-24-47234   ·   File #:  1-39340

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/24/24  Agora, Inc.                       20-F       12/31/23  133:19M                                    Donnelley … Solutions/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML   4.92M 
                Non-Canadian Issuer                                              
 2: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     38K 
 5: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     37K 
 6: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     36K 
 9: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     60K 
                Awarded Compensation                                             
 3: EX-12.1     Statement re: the Computation of Ratios             HTML     39K 
 4: EX-12.2     Statement re: the Computation of Ratios             HTML     39K 
 7: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     38K 
 8: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     35K 
11: R1          Cover                                               HTML    116K 
12: R2          Consolidated Balance Sheets                         HTML    187K 
13: R3          Consolidated Balance Sheets (Parenthetical)         HTML     48K 
14: R4          Consolidated Statements of Comprehensive Loss       HTML    157K 
15: R5          Consolidated Statements of Changes in               HTML    122K 
                Shareholders' Equity                                             
16: R6          Consolidated Statements of Cash Flows               HTML    224K 
17: R7          Organization and Nature of Operations               HTML    207K 
18: R8          Principal Accounting Policies                       HTML    231K 
19: R9          Business acquisition                                HTML    107K 
20: R10         Accounts Receivable, Net                            HTML     71K 
21: R11         Prepayments and Other Current Assets                HTML     63K 
22: R12         Property and Equipment, Net                         HTML     70K 
23: R13         Leases                                              HTML     73K 
24: R14         Intangible Assets, Net                              HTML     81K 
25: R15         Goodwill                                            HTML     67K 
26: R16         Long-term investments                               HTML     68K 
27: R17         Prepayment for land use right                       HTML     38K 
28: R18         Land use right                                      HTML     49K 
29: R19         Other Non-current Assets                            HTML     57K 
30: R20         Taxes Payable                                       HTML     53K 
31: R21         Accrued Expenses and Other Current Liabilities      HTML     74K 
32: R22         Long-term borrowings                                HTML     59K 
33: R23         Held-for-sale Assets and Held-for-sale Liabilities  HTML     40K 
34: R24         Ordinary Shares                                     HTML     52K 
35: R25         Share-based Compensation                            HTML    299K 
36: R26         Employee Benefits                                   HTML     40K 
37: R27         Interest Income, Net                                HTML     58K 
38: R28         Income Taxes                                        HTML    194K 
39: R29         Basic and Diluted Net Loss per Share                HTML     80K 
40: R30         Commitment and Contingencies                        HTML     43K 
41: R31         Related Party Transactions                          HTML     51K 
42: R32         Subsequent Events                                   HTML     38K 
43: R33         Restricted Net Assets                               HTML     40K 
44: R34         Additional Information - Condensed Financial        HTML    184K 
                Statements of The Parent Company                                 
45: R35         Principal Accounting Policies (Policies)            HTML    312K 
46: R36         Organization and Nature of Operations (Tables)      HTML    180K 
47: R37         Principal Accounting Policies (Tables)              HTML    158K 
48: R38         Business acquisition (Tables)                       HTML    101K 
49: R39         Accounts Receivable, Net (Tables)                   HTML     73K 
50: R40         Prepayments and Other Current Assets (Tables)       HTML     62K 
51: R41         Property and Equipment, Net (Tables)                HTML     67K 
52: R42         Leases (Tables)                                     HTML     73K 
53: R43         Intangible Assets, Net (Tables)                     HTML     78K 
54: R44         Goodwill (Tables)                                   HTML     64K 
55: R45         Long-term investments (Tables)                      HTML     55K 
56: R46         Land use right (Tables)                             HTML     48K 
57: R47         Other Non-current Assets (Tables)                   HTML     57K 
58: R48         Taxes Payable (Tables)                              HTML     52K 
59: R49         Accrued Expenses and Other Current Liabilities      HTML     74K 
                (Tables)                                                         
60: R50         Long-term borrowings (Tables)                       HTML     61K 
61: R51         Share-based Compensation (Tables)                   HTML    266K 
62: R52         Interest Income, Net (Tables)                       HTML     54K 
63: R53         Income Taxes (Tables)                               HTML    185K 
64: R54         Basic and Diluted Net Loss per Share (Tables)       HTML     80K 
65: R55         Commitment and Contingencies (Tables)               HTML     40K 
66: R56         Related Party Transactions (Tables)                 HTML     45K 
67: R57         Additional Information - Condensed Financial        HTML    185K 
                Statements of The Parent Company (Tables)                        
68: R58         Organization and Nature of Operations - Summary Of  HTML     76K 
                Principal Subsidiaries And VIEs (Detail)                         
69: R59         Organization and Nature of Operations - Summary Of  HTML     49K 
                Principal Subsidiaries And VIEs (Parenthetical)                  
                (Detail)                                                         
70: R60         Organization and Nature of Operations - Narrative   HTML     76K 
                (Details)                                                        
71: R61         Organization and Nature of Operations - Schedule    HTML    183K 
                of Financial Information of VIEs (Details)                       
72: R62         Principal Accounting Policies - Narrative           HTML    126K 
                (Details)                                                        
73: R63         Principal Accounting Policies - Fair Value of       HTML     56K 
                Assets and Liabilities (Details)                                 
74: R64         Principal Accounting Policies - Schedule Of Fair    HTML     46K 
                Value, Assets Measured On Recurring Basis,                       
                Unobservable Input Reconciliation (Detail)                       
75: R65         Principal Accounting Policies - Property and        HTML     51K 
                Equipment, Net (Details)                                         
76: R66         Principal Accounting Policies - Disaggregation of   HTML     49K 
                Revenue (Details)                                                
77: R67         Business acquisition - Narrative (Details)          HTML     67K 
78: R68         Business acquisition - Assets Acquired and          HTML    110K 
                Liabilities Assumed (Details)                                    
79: R69         Accounts Receivable, Net - Accounts Receivable      HTML     43K 
                Activity (Details)                                               
80: R70         Accounts Receivable, Net - Schedule of Movement of  HTML     45K 
                Allowance for Credit Losses (Details)                            
81: R71         Prepayments and Other Current Assets - Schedule of  HTML     54K 
                Prepayments (Details)                                            
82: R72         Property and Equipment, Net - Schedule of Property  HTML     60K 
                and Equipment, Net (Details)                                     
83: R73         Leases - Additional Information (Details)           HTML     43K 
84: R74         Leases - summary of Supplemental Cash Flow          HTML     40K 
                Information Related to Leases (Details)                          
85: R75         Leases - Schedule of Lease, Cost (Details)          HTML     39K 
86: R76         Leases - Schedule of Lessee, Operating Lease,       HTML     48K 
                Liability, Maturity (Details)                                    
87: R77         Intangible Assets, Net - Schedule of Intangible     HTML     55K 
                Assets (Details)                                                 
88: R78         Intangible Assets, Net - Narrative (Details)        HTML     50K 
89: R79         Goodwill - Schedule of Changes in the Carrying      HTML     53K 
                Amount of Goodwill (Details)                                     
90: R80         Goodwill - Narrative (Details)                      HTML     48K 
91: R81         Long-term investments - Additional Informational    HTML     60K 
                (Details)                                                        
92: R82         Long-term investments - Schedule Of Equity Method   HTML     47K 
                Investments (Details)                                            
93: R83         Prepayment for Land Use Right - Additional          HTML     36K 
                Information (Details)                                            
94: R84         Land use right - Additional Information (Details)   HTML     38K 
95: R85         Land use right - Summary of Land Use Right          HTML     40K 
                (Details)                                                        
96: R86         Other Non-current Assets - Schedule of Other        HTML     49K 
                Non-current Assets (Details)                                     
97: R87         Taxes Payable (Details)                             HTML     46K 
98: R88         Accrued Expenses and Other Current Liabilities      HTML     65K 
                (Details)                                                        
99: R89         Long-term Borrowings - Narrative (Details)          HTML     65K 
100: R90         Long-term Borrowings - Schedule of Long-term        HTML     38K  
                Borrowings (Details)                                             
101: R91         Long-term Borrowings - Schedule of Future           HTML     44K  
                Principal Repayments on Long-term Borrowings                     
                (Details)                                                        
102: R92         Held-for-sale Assets and Held-for-sale Liabilities  HTML     59K  
                (Details)                                                        
103: R93         Ordinary Shares (Details)                           HTML     82K  
104: R94         Share-based Compensation - Compensation Expenses    HTML     77K  
                (Details)                                                        
105: R95         Share-based Compensation - Narrative (Details)      HTML    176K  
106: R96         Share-based Compensation - Option Activity          HTML    103K  
                (Details)                                                        
107: R97         Share-based Compensation - Assumptions (Details)    HTML     69K  
108: R98         Share Based Compensation - Restricted Shares        HTML     67K  
                Activity (Details)                                               
109: R99         Employee Benefits (Details)                         HTML     37K  
110: R100        Interest Income, Net - Narrative (Details)          HTML     40K  
111: R101        Interest Income, Net - Summary of Interest Income   HTML     42K  
                Net (Details)                                                    
112: R102        Income Taxes - Pre-tax Loss (Details)               HTML     42K  
113: R103        Income Taxes - Reconciliation of Effective Tax      HTML     60K  
                Rates (Details)                                                  
114: R104        Income Taxes - Current and Deferred Income Tax      HTML     44K  
                Expense (Details)                                                
115: R105        Income Taxes - Effect of Tax Holidays (Details)     HTML     39K  
116: R106        Income Taxes - Schedule of Deferred Tax Assets and  HTML     59K  
                Liabilities (Details)                                            
117: R107        Income Taxes - Narrative (Details)                  HTML     55K  
118: R108        Income Taxes - Valuation Allowance Activity         HTML     41K  
                (Details)                                                        
119: R109        Basic and Diluted Net Loss per Share -Earnings Per  HTML     64K  
                Share Computation (Details)                                      
120: R110        Basic and Diluted Net Loss per Share - Earnings     HTML     37K  
                Per Share Computation (Parenthetical) (Details)                  
121: R111        Basic and Diluted Net Loss per Share -              HTML     48K  
                Antidilutive Securities (Details)                                
122: R112        Commitment and Contingencies - Contractual          HTML     37K  
                Purchase Commitments (Details)                                   
123: R113        Related Party Transactions (Details)                HTML     47K  
124: R114        Restricted Net Assets (Details)                     HTML     40K  
125: R115        Additional Information - Condensed Financial        HTML    137K  
                Statements of The Parent Company - Condensed                     
                Balance Sheets (Details)                                         
126: R116        Additional Information - Condensed Financial        HTML     57K  
                Statements of The Parent Company - Condensed                     
                Balance Sheets (Parenthetical) (Details)                         
127: R117        Additional Information - Condensed Financial        HTML     74K  
                Statements of The Parent Company - Condensed                     
                Statements of Comprehensive Loss (Details)                       
128: R118        Additional Information - Condensed Financial        HTML     55K  
                Statements of The Parent Company - Condensed                     
                Statements of Cash Flows (Details)                               
130: XML         IDEA XML File -- Filing Summary                      XML    254K  
133: XML         XBRL Instance -- api-20231231_htm                    XML   4.60M  
129: EXCEL       IDEA Workbook of Financial Report Info              XLSX    276K  
10: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   6.49M 
                Linkbases Document -- api-20231231                               
131: JSON        XBRL Instance as JSON Data -- MetaLinks              787±  1.25M  
132: ZIP         XBRL Zipped Folder -- 0000950170-24-047234-xbrl      Zip    938K

‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

  EX-97.1  

 

Exhibit 97.1

AGORA, INC.
COMPENSATION RECOUPMENT POLICY

This Compensation Recoupment Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of Agora, Inc. (the “Company”) on November 21, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section 10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules (the “Listing Rule”).

1.
Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.
(a)
“Committee” means the compensation committee of the Board or any successor committee thereof. If there is no compensation committee of the Board, references herein to the Committee shall refer to the Company’s committee of independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members of the Board.
(b)
“Covered Compensation” means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment Period; provided that:
(i)
such Covered Compensation was received by such Covered Executive (A) on or after the Effective Date, (B) after he or she commenced service as an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and
(ii)
such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based Compensation.

For purposes of this Policy, Incentive-based Compensation is “received” by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter.

(c)
“Covered Executive” means any current or former Executive Officer.
(d)
“Effective Date” means October 2, 2023.
(e)
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(f)
“Executive Officer” means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company’s parent(s) or subsidiaries if they perform policy-making functions for the Company) and (vi) any other person who performs similar policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual’s status as an Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested persons.
(g)
“Financial Reporting Measure” means any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure.

 

 

(h)
“Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:
(i)
an error in previously issued financial statements that is material to the previously issued financial statements; or
(ii)
an error that would result in a material misstatement if the error were (A) corrected in the current period or (B) left uncorrected in the current period.

For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure; (6) adjustment to provisional amounts in connection with a prior business combination.

(i)
“Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
(j)
“Nasdaq” means the NASDAQ Global Select Market, or any successor thereof.
(k)
“Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
(l)
“Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
2.
Recoupment of Erroneously Awarded Compensation.
(a)
In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”).
(b)
If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received.

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(c)
For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
(d)
Notwithstanding anything to the contrary in Sections ‎2(a) through ‎(c) hereof, the Company shall not be required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i), (ii), or (iii) are satisfied and (y) the Board’s committee of independent directors responsible for executive compensation decisions (or, in the absence of such a committee, a majority of the independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
(i)
the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section ‎2(d), the Company shall have first made a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide that documentation to the Nasdaq;
(ii)
recovery of the Erroneously Awarded Compensation would violate Cayman Islands law to the extent such law was adopted prior to November 28, 2022 (provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d)), the Company shall have first obtained an opinion of home country counsel of the Cayman Islands, that is acceptable to the Nasdaq, that recovery would result in such a violation, and the Company must provide such opinion to the Nasdaq; or
(iii)
recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
(e)
The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up payments.
(f)
The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the Code) shall be made in compliance with Section 409A of the Code.
3.
Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative. The Committee shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and the Listing Rule, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.

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4.
Amendment/Termination. Subject to Section 10D of the Exchange Act and the Listing Rule, this Policy may be amended or terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
5.
Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and the Listing Rule (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
6.
Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
7.
Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation under this Policy to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure performance goal.
8.
Miscellaneous.
(a)
Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective, including, without limitation, compensation received under the Company’s currently effective share incentive plans and any successor plan thereto.
(b)
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
(c)
All issues concerning the construction, validity, enforcement and interpretation of this Policy and all related documents, including, without limitation, any employment agreement, offer letter, equity award agreement or similar agreement, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(d)
The Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the Company shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Policy by conducting good faith negotiations amongst themselves. The federal and

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state courts sitting within the State of New York shall be the sole and exclusive forums for any and all disputes, claims, or causes of action arising from or relating to the enforcement, performance or interpretation of this Policy. The Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the Company, shall not commence any suit, action or other proceeding arising out of or based upon this Agreement except in a federal and state court sitting within the State of New York, and hereby waive, and agree not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, any claim that such party is not subject to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Policy or the subject matter hereof may not be enforced in or by such courts. To the fullest extent permitted by law, the Covered Executives, their beneficiaries, heirs, executors, administrators, and any other legal representative, and the Company, shall waive (and shall hereby be deemed to have waived) the right to resolve any such dispute through a trial by jury.
(e)
If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

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Dates Referenced Herein

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/24/24None on these Dates
For Period end:12/31/23
11/21/23
10/2/23
11/28/22
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4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/21  Agora, Inc.                       20-F       12/31/20  111:14M
 6/19/20  Agora, Inc.                       F-1/A                  8:16M                                    Workiva Inc Wde… FA01/FA
 6/15/20  Agora, Inc.                       F-1/A                  8:963K                                   Workiva Inc Wde… FA01/FA
 6/05/20  Agora, Inc.                       F-1                   16:14M                                    Workiva Inc Wde… FA01/FA
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Filing Submission 0000950170-24-047234   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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