Browse EX-10 agreements

Individual Shareholder Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: Hangzhou Dasouche Information Technology Service Co., Ltd. (“WFOE”)

I, Junhong Yao, (i) am a shareholder of Hangzhou Souche Network Technology Co., Ltd. (“Hangzhou Souche Network”), directly holding an aggregate 92% equity interest in Hangzhou Souche Network; and (ii) entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Hangzhou Souche Network on May 16th, 2023 (the above- mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

In order to promote and complete the listing of the Company’s equity, I hereby confirm and irrevocably undertake that:

	1.	Undertakings on death or other accidents

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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.

Share Pledge Agreement

This Share Pledge Agreement (this “Agreement”) has been executed by and among 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(“Pledgee”). The equity interests of Pledgee 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 “Pledgors”.)

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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.

Share Pledge Agreement

This Share Pledge Agreement (this “Agreement”) has been executed by and among 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(“Pledgee”). The equity interests of Pledgee 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 “Pledgors”.)

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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.

Voting Proxy Agreement

This Voting Proxy Agreement (this “Agreement”) is executed by and among the following Parties as of June 7th, 2023 in Beijing, the People’s Republic of China (“PRC”):

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 “Principals”.)

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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.

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 [*****].

…

“[*****]” 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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