Browse EX-10 agreements

“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Voting Proxy Agreement

This Voting Proxy Agreement (this “Agreement”) is executed by and among the following Parties as of May 16th, 2023 in Beijing, the People’s Republic of China (“PRC”):

Hangzhou Dasouche Information Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Room 910, Building 3, No. 165, Wuchang Avenue, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province (“Party A”). The equity interests of Party A is ultimately beneficially held by DSC Holdings Ltd. (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands, as to 100%.

Junhong Yao, a Chinese citizen, ID card number is [*****].

Liyu Zhang**,** a Chinese citizen, ID card number is [*****].

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“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Exclusive Equity Interest Option Agreement

This Exclusive Equity Interest Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 7th, 2023 in Beijing:

CheYiPai (Beijing) Automotive Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at 3F-512, 3rd floor, Daxing Subway Line Biomedicine Base Station, Daxing District, Beijing (“Party A”). The equity interests of Party A is ultimately beneficially held by DSC Holdings Ltd. (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands, as to 100%.

Junhong Yao, a Chinese citizen, ID card number is [*****].

Liyu Zhang**,** a Chinese citizen, ID card number is [*****]

(Junhong Yao and Liyu Zhang, collectively as the “Shareholders“or “Party B”.)

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“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Exclusive Equity Interest Option Agreement

This Exclusive Equity Interest Option Agreement (this “Agreement”) is executed by and among the following Parties as of May 16th, 2023 in Beijing:

Hangzhou Dasouche Information Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Room 910, Building 3, No. 165, Wuchang Avenue, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province (“Party A”). The equity interests of Party A is ultimately beneficially held by DSC Holdings Ltd. (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands, as to 100%.

Junhong Yao, a Chinese citizen, ID card number is [*****]. Liyu Zhang**,** a Chinese citizen, ID card number is [*****].

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Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on June 7th, 2023 in Beijing.

CheYiPai (Beijing) Automotive Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at 3F-512, 3rd floor, Daxing Subway Line Biomedicine Base Station, Daxing District, Beijing(“Party A”).The entire equity interests of Party A is ultimately beneficially held by DSC Holdings Ltd.(“Ultimate Controlling Shareholder”),an exempted company with limited liabilities in the Cayman Islands.

Beijing Peak Technology Co., Ltd., a limited company organized and existing under the laws of PRC, with its address at Room 321, 3rd Floor, Building 2, Bitongyuan, Haidian District, Beijing (“Party B” or “OPCO”).

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

Whereas,

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Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on May 16th, 2023 in Beijing.

Hangzhou Dasouche Information Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Room 910, Building 3, No. 165, Wuchang Avenue, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province (“Party A”).The entire equity interests of Party A is ultimately beneficially held by DSC Holdings Ltd. (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands.

Hangzhou Souche Network Technology Co., Ltd., a limited company organized and existing under the laws of PRC, with its address at Room 723, Building 1, No. 118, Houmuqiao, Yongle Village, Cangqian Street, Yuhang District, Hangzhou, Zhejiang Province (“Party B” or “OPCO”).

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of ________, 2026, is entered between DSC Holdings Ltd., a company incorporated in the Cayman Islands (the “Company” and, together with its subsidiaries and consolidated affiliated entities, the “DSC Group”) and ________ (the “Executive”).

WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below;

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE 1 Employment, Duties And Responsibilities

Section 1.01*. Employment.* The Executive shall serve as the ________ of the Company. The Executive hereby accepts such employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the DSC Group.

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FORM OF INDEMNIFICATION AGREEMENT

DSC Holdings Ltd.

This Indemnification Agreement (this “Agreement”), made and entered into as of the ______________day of______________, 2026, by and between DSC Holdings Ltd., an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and______________ (“Indemnitee”).

W I T N E S E T H:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.

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DSC HOLDINGS LTD.

(a Cayman Islands exempted company with limited liability)

AMENDED AND RESTATED SHARE OPTION PLAN (2023)

Adopted on August 28, 2023

Amended on April 11, 2024

TABLE OF CONTENTS

		Page
Section 1.	DEFINITIONS	1
Section 2.	DURATION AND ADMINISTRATION	3
Section 3.	OPTIONS	4
Section 4.	EXERCISE PRICE	4
Section 5.	EXERCISE OF OPTIONS	5
Section 6.	EXPIRATION OF OPTION	7
Section 7.	MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION	8
Section 8.	CAPITAL RESTRUCTURING	8
Section 9.	SHARE CAPITAL	9
Section 10.	DISPUTES	9
Section 11.	ALTERATION OF THE PLAN	9
Section 12.	TERMINATION	9
Section 13.	GENERAL	10
Section 14.	GOVERNING LAW	10

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DSC HOLDINGS LTD.

AMENDED AND RESTATED SHARE OPTION PLAN (2023)

Section 1. DEFINITIONS

(a) In this Plan, except where the context otherwise requires, the following words and expressions have the following meanings:

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Exhibit 10.4

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Real Messenger Corporation, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I

DEFINITIONS

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Exhibit 10.6

BROKER’S AGREEMENT

This Agreement is made in duplicate the 17th day of June 2020 between Manulife (International) Limited (hereinafter called the **“Company”),**and EQUATOR ASSET PROTECTION LIMITED (hereinafter called the “Broker”).

1.	STATUS

(a)	With effect from 17th day of June 2020, subject to the Broker’s duties owed to its clients and all applicable laws, regulations, rules, codes, guidelines or other regulatory requirements, the Broker agrees to introduce or place the Company’s insurance products or other related businesses to its clients where it is in its clients’ interests.
(b)	Notwithstanding any of the terms and conditions in this Agreement, the Company reserves the right in its sole and absolute discretion not to accept any application for the Company’s insurance products or other related businesses (“Application”) submitted by the Broker on any one or more occasions or generally and shall be under no obligation whatsoever to give any reasons for such refusal.

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Exhibit 10.5

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [*], 2025, is by and between Kepler Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”) and [*] (the “Indemnitee”) and shall become effective from the date of effectiveness of the registration statement of the Company for the initial public offering of the ordinary shares of the Company (the “Effective Date”).

RECITALS

WHEREAS, Indemnitee is a director or officer of the Company and in such capacity renders valuable services to the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

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Exhibit 10.4

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of [*], 2025, is by and between Kepler Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [*], an individual (the “Director”) and shall become effective from the date of effectiveness of the registration statement of the Company for the initial public offering of the ordinary shares of the Company (the “Effective Date”).

RECITALS

WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

AGREEMENT

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