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TICKETPLUS LTD.

RESTRICTED SHARE AGREEMENT

 

THIS RESTRICTED SHARE AGREEMENT (this “Agreement”) is dated as of [__], 2026, between Ticketplus Ltd., a Cayman Islands exempted company (the “Company”), and [__] (“Recipient”).

 

BACKGROUND

 

The Board of Directors of the Company has determined that Recipient is eligible to receive certain ordinary shares of a par value of US$0.0001 each in the Company (the “Ordinary Shares”) as provided herein. The Ordinary Shares issued pursuant to this Agreement are subject to the terms and conditions set forth in this Agreement.

AGREEMENT

 

NOW, THEREFORE, it is agreed between the parties as follows:

 

SECTION 1.  ISSUANCE OF SHARES; VESTING; CONTINUOUS SERVICE.

 

(i) Pursuant to the terms of this Agreement, the Company agrees to grant and issue to the Recipient on the date hereof [__] Ordinary Shares (the “Shares”). It is acknowledged and agreed that the aggregate fair market value of the Shares issued hereunder as of the date of this Agreement is not more than US$[__] (US$[__] per share).

…

ENGLISH TRANSLATION OF

EMPLOYMENT AGREEMENT

 

In Santiago, Chile, on [__], by and among Ticketplus Ltd., a Cayman Islands exempted company (the “Company”), and Ticketplus SpA, taxpayer identification number (R.U.T.) [__], legally represented by [__], both domiciled at Alonso de Córdova N°5320, 16th floor, Las Condes District, Metropolitan Region, with electronic address legal@ticketplus.com (the “Employer”), as one party; and on the other party, [__], of Chilean nationality, national identity card number [__], born on [__], domiciled at [__], with electronic address [__], (the “Executive”), have agreed upon the following employment agreement, hereinafter the “Agreement”:

 

RECITALS

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Execution Copy

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 1st day of June, 2026,

 

BETWEEN:

 

NUCLEA ENERGY INC., a company organized under the laws of the Province of British Columbia, with a registered office at 20 – 15315 66 Avenue, Surrey, British Columbia, V3S 2A1

 

(the “Company”)

 

AND:

 

JOSEF FREUNDORFER, an individual, residing at 8-148 Glenlake Avenue, Toronto, Ontario, M6P 1E7

 

(the “Executive”)

 

WHEREAS:

 

A.

The Company is in the business of designing advanced nuclear technology and intends to complete an initial public offering (the “IPO”) and listing of its common shares on the New York Stock Exchange; and

 

B.

The Company wishes to employ the Executive, and the Executive has agreed to be employed by the Company, upon the terms and subject to the conditions set out herein.

…

Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential.

 

AMENDED AND RESTATED WARRANT AGREEMENT

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of May 21, 2026, which amends and restates the Warrant Agreement, dated as of February 17, 2026, is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), United Airlines, Inc. (“United”), and the undersigned Additional Investment Holders (each individually, an “Additional Investment Holder” and, collectively, the “Additional Investment Holders”).

…

Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential.

 

AMENDED AND RESTATED WARRANT AGREEMENT

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of May 21, 2026, which amends and restates the Warrant Agreement, dated as of February 17, 2026 (as amended by that First Amendment to Warrant Agreement, dated as of March 31, 2026) is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”) and American Airlines, Inc. (the “Holder”).

WHEREAS, on May 28, 2025, the Company and its affiliated debtors (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) under the Case No. 25-11176 (SHL);

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Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential.

FIRST AMENDMENT TO

AMENDED AND RESTATED EQUITY INVESTMENT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED EQUITY INVESTMENT AGREEMENT, dated as of May 21, 2026 (this “Amendment”), is entered into by and between Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), on its own behalf and on behalf and each of its direct and indirect subsidiaries that are a party to the Equity Investment Agreement, and American Airlines, Inc. (the “Subscriber”).

PRELIMINARY STATEMENTS:

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FIRST AMENDMENT TO WARRANT AGREEMENT

This FIRST AMENDMENT TO WARRANT AGREEMENT, dated as of March 31, 2026 (this “Amendment”), is entered into by and between Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”) and American Airlines, Inc. (the “Holder”).

PRELIMINARY STATEMENTS:

WHEREAS, the Company and Holder are party to that certain Warrant Agreement, dated as of February 17, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the **“**Warrant Agreement”). Capitalized terms used herein and not otherwise defined in this Amendment shall have the same meanings as specified in the Warrant Agreement.

WHEREAS, the parties hereto have agreed to amend the Warrant Agreement as set forth herein to extend the deadline under Section 3.3(f) therein for the filing of all formal filings necessary to begin the CADE Approval review period.

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TERMS AND CONDITIONS OF THE SUBSCRIPTION WARRANTS – SERIES 4

SUBSCRIPTION WARRANTS

Terms and Conditions of the Subscription Warrant – Single Series

 

1.       Issuer. Azul S.A., a corporation, duly registered with the Brazilian Securities and Exchange Commission (“CVM”) under No. 02411-2, with its head office in the city of Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Ed. Jatobá, Condomínio Castelo Branco Office Park, Tamboré, ZIP Code 06.460-040, enrolled with the National Corporate Taxpayers’ Registry under No. 09.305.994/0001-29 (“Azul” or the “Company”).

 

2.       Purpose. Each subscription warrant will grant its holder the right to subscribe for the number of New Shares (as defined below) during the Exercise Period (defined below), upon payment of the Exercise Price (defined below), in accordance with the terms and conditions for such exercise (“Subscription Warrant”).

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ACTING-IN-CONCERT AGREEMENT

This Acting-in-Concert Agreement (this “Agreement”) is dated 6 December 2025 and is executed by the following parties:

 

Party A: Friedrich Edwin Cywinski

 

Party B: Marc Cywinski

 

(collectively, the “Parties” and each a “Party”)

 

WHEREAS:

 

Party A holds his shares in SunScout Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), through AE Equity Limited, a British Virgin Islands company wholly owned by Party A, and Party B holds his shares in the Company through Solerin Equity Limited, a British Virgin Islands company wholly owned by Party B. As of the date of this Agreement, the Parties jointly hold, through such entities, 11,960,000 Class A Ordinary Shares (par value US$0.0001 each, carrying one (1) vote per share) and 15,000,000 Class B Ordinary Shares (par value US$0.0001 each, carrying twenty (20) votes per share) of the Company, representing approximately 97.5% of the aggregate voting power of the Company as of the date of this Agreement (and approximately 96.3% of the aggregate voting power immediat

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AMENDED AND RESTATED CONSULTING AGREEMENT

Dear Dr. Ron Neumann:

 

Beginning the Effective Date, as defined herein below, you shall perform the services as described in Annex A, attached hereto, and any other services which will be mutually agreed upon between you and Tarsier Pharma Ltd. (“Tarsier Pharma”), in accordance with the instructions, guidelines and timetables for performance, provided from time to time by the CEO of Tarsier Pharma, or such other person designated by Tarsier Pharma’s CEO (collectively, the “Services”).

 

This Agreement shall become effective commencing on June 1, 2026 (the: “Effective Date”).

 

As a full and final consideration for the performance of your Services and the fulfillment of your responsibilities as a Consultant of Tarsier Pharma, Tarsier Pharma shall recompense you, with

 

3.1.

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