Browse EX-10 agreements

Notary of Santiago Luis Eduardo Rodríguez Burr

I certify that this electronic document is a true and complete copy of the SUBLEASE AGREEMENT executed on May 24, 2024, reproduced on the following pages.

Notary of Santiago Luis Eduardo Rodríguez Burr.

Av. Providencia 1777.

Santiago, May 27, 2024.

SUBLEASE AGREEMENT

INMOBILIARIA E INVERSIONES GENAU SpA

AND

TICKETPLUS SpA

In Santiago, Chile, on April 1, 2024, the following parties appear: the company INMOBILIARIA E INVERSIONES GENAU SpA, tax identification number 76.514.013-7, duly represented by Ms. Catalina Oriana Latorre Valdevenito, Chilean, single, attorney, national identity card number [***], both domiciled for these purposes at Alonso de Córdova No. 5320, floor 16, commune of Las Condes, Metropolitan Region, hereinafter also referred to as the “Sublandlord”; and the company TICKETPLUS SpA, tax identification number 76.468.188-6, duly represented by Mr. CHIEN-FU CHEN CHEN, Chilean, single, engineer,

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BANCO SANTANDER

LOAN AGREEMENTS

English translations prepared by Ticketplus Ltd. Original document in Spanish prevails. Untranslatable Chilean legal terms are kept in Spanish in quotation marks and are listed at the end of each document.

PROMISSORY NOTE

Indexed National Currency Credit, Fixed Installments

I/We owe and shall pay to the order of Banco Santander-Chile, at its office located at Cerro El Plomo 5630, the amount equivalent in pesos of UF 8,400 (eight thousand four hundred Unidades de Fomento), which I/we have received as a money loan, which I/we are obligated to pay together with the corresponding interest, in 83 successive equal monthly installments of UF (handwritten: amount per installment), each maturing on the 16th of each month, beginning on September 16, 2020, and a final installment of UF (blank) maturing on (blank).

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BANCO ITAÚ

LOAN AGREEMENTS

English translations prepared by Ticketplus Ltd. Original document in Spanish prevails. Untranslatable Chilean legal terms are kept in Spanish in quotation marks and are listed at the end of each document.

PROMISSORY NOTE

(National Currency, Non-Indexed, Fixed Rate)

I/We unconditionally owe and shall pay to the order of BANCO ITAÚ CHILE (hereinafter the “Bank”), at its office located at Av. Presidente Riesco No. 5537, district of Las Condes, the amount of $1,000,000,000 (one billion pesos) which I/we have received as a loan under the following conditions, which I/we accept and shall comply with:

Interest: As of the date of this Promissory Note, the principal owed shall accrue interest at the rate of 0.7042% monthly.

**Form of payment of principal and interest:**Principal and interest shall be paid in 48 successive monthly installments, comprised of principal and interest, maturing on the 10th day of each respective month, with the first installment maturing on July 10, 2025 and the last one on June 11,2029.

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BANCO ESTADO

LOAN AGREEMENTS

English translations prepared by Ticketplus Ltd. Original document in Spanish prevails. Untranslatable Chilean legal terms are kept in Spanish in quotation marks and are listed at the end of each document.

I. COMMERCIAL CREDIT APPLICATION - LEGAL ENTITY (Cover sheet)

Application date: 04-01-2024

Customer information

	●	Corporate name: TICKETPLUS SPA

	●	Tax ID (“RUT”): [***]

	●	Domicile: Avenida Apoquindo 4615

	●	District (“comuna”): Las Condes

	●	City: Santiago

Credit characteristics

	●	Currency: USD (marked); also marked CLP option

	●	Amount: $2,000,000,000 (Two Billion Chilean Pesos)

	●	Term: 62 months

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RESTRICTED SHARE UNIT AWARD AGREEMENT

This Restricted Share Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Ticketplus Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and ______________ (the “Grantee”).

WHEREAS, the Company has adopted the Ticketplus Ltd. 2026 Equity Incentive Plan (the “Plan”) pursuant to which awards of Restricted Share Units may be granted; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Share Units provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

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RESTRICTED SHARES AWARD AGREEMENT

This Restricted Shares Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Ticketplus Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and ______________ (the “Grantee”).

WHEREAS, the Company has adopted the Ticketplus Ltd. 2026 Equity Incentive Plan (the “Plan”) pursuant to which awards of Restricted Shares may be granted; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Shares provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

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SHARE OPTION AGREEMENT

This Share Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Ticketplus Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and the participant named below (the “Participant”).

Name of Participant:
Grant Date:
Expiration Date:
Exercise Price:
Number of Option Shares:
Type of Option:
Vesting Start Date:
Vesting Schedule:

1. Grant of Option.

1.1. Grant. The Company hereby grants to the Participant an option (the “Option”) to purchase the total number of Ordinary Shares of the Company equal to the number of Option Shares set forth above, at the Exercise Price set forth above. The Option is being granted pursuant to the terms of the Ticketplus Ltd. 2026 Equity Incentive Plan (the “Plan”). Capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.

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TICKETPLUS LTD.

2026 EQUITY INCENTIVE PLAN

1. Purpose; Eligibility.

1.1. General Purpose. The name of this plan is Ticketplus Ltd. 2026 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Ticketplus Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long-term success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

1.2. Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants and Directors after the receipt of Awards.

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INDEPENDENT DIRECTOR AGREEMENT

INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated [________], by and between Ticketplus Ltd., a Cayman Islands exempted company (the “Company”), and the undersigned (the “Director”).

RECITALS

A. The Company is filing a registration statement on Form F-1 relating to a firm commitment initial public offering of its securities (the “IPO”).

B. The Company’s board of directors (the “Board”) currently consists of two (2) members, and the Board intends to appoint three (3) additional independent directors prior to the closing of the IPO.

C. The Company desires to appoint the Director to serve on the Board, which may include membership on one or more committees of the Board, and the Director desires to accept such appointment to serve on the Board.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:

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INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [___________], by and between Ticketplus Ltd., a Cayman Islands exempted company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

BACKGROUND

The board of directors of the Company (the “Board”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

1. Definitions. The following terms shall have the meanings defined below:

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Equity Transfer Agreement

Transferor: Zhejiang Dasouche Technology Development Co., Ltd. Transferee: Zhejiang Dasouche Boxin Auto Sales Co., Ltd.

The Transferor and the Transferee, after friendly consultation, have reached the following agreement regarding the transfer of the Transferor's equity in Zhejiang Dasouche Lianjin Data Technology Co., Ltd. to the Transferee:

	1.	The Transferor will transfer 100% of its equity in Zhejiang Dasouche Lianjin Data Technology Co., Ltd., valued at RMB180 million, to the Transferee.

	2.	The price for this equity transfer is RMB180.3 million, and the payment method for the transfer price will be in currency.

	3.	The reference date for this equity transfer is November 15, 2024.

	4.	For the unpaid subscribed capital involved in this equity transfer, the Transferee will pay the amount in full and on time in accordance with the articles of association.

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Equity Transfer Agreement

Transferor: Beijing Hongyun Xianghe Used Motor Vehicle Brokerage Co., Ltd. Transferee: Zhejiang Dasouche Boxin Auto Sales Co., Ltd.

The Transferor and the Transferee, after friendly consultation, have reached the following agreement regarding the transfer of the Transferor’s equity in Hangzhou Lianjin Data Technology Co., Ltd. to the Transferee:

	1.	The Transferor will transfer 100% of its equity in Hangzhou Lianjin Data Technology Co., Ltd., valued at RMB10 million, to the Transferee.

	2.	The price for this equity transfer is RMB1, and the payment method for the transfer price will be in currency.

	3.	The reference date for this equity transfer is November 18, 2024.

	4.	For the unpaid subscribed capital involved in this equity transfer, the Transferee will pay the amount in full and on time in accordance with the articles of association.

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