Society Pass Incorporated. Sample Contracts

SOCIETY PASS INCORPORATED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●], 2022 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • January 14th, 2022 • Society Pass Incorporated. • Services-business services, nec • New York

WARRANT AGENCY AGREEMENT, dated as of [●], 2022 (“Agreement”), between Society Pass Incorporated, a corporation organized under the laws of Nevada (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized under the laws of the State of New York (the “Warrant Agent”).

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SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2021 • Society Pass Incorporated. • Services-business services, nec • New York
SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENT
Underwriting Agreement • October 13th, 2021 • Society Pass Incorporated. • Services-business services, nec • New York

The undersigned, Society Pass Incorporated, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), (A) an aggregate of __________ shares of common stock, (the “Firm Shares”) par value $0.0001 per share of the Company (“Common Stock”) and (B) at the election of the Representative, up to an additional _______ shares of Common Stock (the “Option Shares”, and together with the Firm Shares, the “Shares”). The offering and sale of the Shares contemplated by this Agreement is referred to herein as the “Offering”.

At-The-Market Issuance Sales Agreement
Sales Agreement • August 21st, 2023 • Society Pass Incorporated. • Services-business services, nec • New York

Society Pass Incorporated, a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows:

SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENT
Underwriting Agreement • February 14th, 2022 • Society Pass Incorporated. • Services-business services, nec • New York

The undersigned, Society Pass Incorporated, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), (A)(i) an aggregate of 3,030,300 shares of common stock, (the “Firm Shares”) par value $0.0001 per share of the Company (“Common Stock”) and (ii) an aggregate of 3,030,300 common stock purchase warrants (“Firm Warrants”) and (B) at the election of the Representative,(i) up to an additional 454,545 shares of Common Stock (the “Option Shares” and collectively with the Firm Shares, the “Shares”) and/or (ii) up to an additional 454,545 common stock purchase warrants (the “Option Warrants” and collectively with the Firm Warrants, the “Warrants”).The shares of Common Stock issuable upon the exercise of the

EMPLOYMENT AGREEMENT
Employment Agreement • October 6th, 2023 • Society Pass Incorporated. • Services-business services, nec • Nevada

This Employment Agreement, dated as of October [*], 2023 (this “Agreement”), is made and entered into by and between Society Pass Incorporated, a Nevada corporation (the “Company”), and Raynauld Liang, an adult individual (the “Executive”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

CONSULTING AGREEMENT
Consulting Agreement • July 13th, 2022 • Society Pass Incorporated. • Services-business services, nec • New York

This Consulting Agreement (this “Agreement”), dated as of July 7, 2022 (the “Effective Date”), is made and entered into by and among Society Pass, Inc., a Nevada corporation (the “Parent”), Thoughtful Media Group Incorporated, a Nevada corporation (the “Company”), and Basic Consultants, Inc. f/s/o Nicholas Lynch (the “Consultant”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 9.

Contract
Society Pass Incorporated. • July 21st, 2021 • Services-business services, nec • Delaware

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 14th, 2021 • Society Pass Incorporated. • Services-business services, nec

This STOCK PURCHASE AGREEMENT (the "Agreement'') is made as of January 10th 2019, (the "Effective Date") by and between HOTTAB PTE. LTD. (ENTITY CODE: 201501775D, a Singapore corporation (the "Company"), and SOSV IV LLC ("SOSV"), a Delaware limited liability company, General Mobile Corporation, a Cayman Islands company ("Gmobi") (collectively the "Purchasers") and Sanjeev Sapkota (the "Founder").

SOCIETY PASS INCORPORATED
Restricted Stock Agreement • August 18th, 2023 • Society Pass Incorporated. • Services-business services, nec • Nevada

Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Society Pass Incorporated (the “Company”) 2021 Equity Incentive Plan (as amended from time to time)(the “Plan”).

BUSINESS COOPERATION AGREEMENT between HOTTAB VIETNAM COMPANY LIMITED and RAINBOW LOYALTY COMPANY LIMITED August 15th, 2021 THIS BUSINESS COOPERATION AGREEMENT (this “Agreement”) is entered into on August 15th, 2021 by and between:
Business Cooperation Agreement • October 25th, 2021 • Society Pass Incorporated. • Services-business services, nec

Establishment Enterprise Registration Certificate No. 010625868 issued by the Department of Planning and Investment of Hanoi on 17 April 2015

SECURITIES PURCHASE AGREEMENT between NEXTGEN RETAIL INC., Story-I Pte Ltd., Story-I LIMITED, and MICHAEL CHAN dated as of June 30, 2023 SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 7th, 2023 • Society Pass Incorporated. • Services-business services, nec

This Securities Purchase Agreement (this “Agreement”), dated as of June 30, 2023, is entered into by and between NextGen Retail Inc., a Nevada corporation (the “Buyer), Story-I Ltd., an Australian corporation (ACN 163 916 989) (“Australian Company”), and Story-I Pte Ltd., a Singapore corporation (“Singaporean Company” and, collectively with Australian Company, the “Sellers”) and Michael Chan.

BUSINESS COOPERATION AGREEMENT between CONG TY TNHH HOTTAB ASSET VIETNAM and TRIIP PTE. LTD.
Business Cooperation Agreement • August 31st, 2021 • Society Pass Incorporated. • Services-business services, nec

Establishment : Enterprise Registration Certificate No. 201435644R issued by Singapore ACCOUNTING AND CORPORATE REGULATORY AUTHORITY

AGREEMENT #195-151118
Software Setup • May 14th, 2021 • Society Pass Incorporated. • Services-business services, nec • New York

This Software Setup, Development, and Use License Agreement (this "Agreement") is effective as of November 15, 2018 (the "Agreement Date") by and between

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 25th, 2021 • Society Pass Incorporated. • Services-business services, nec • New York

This Amendment to Employment Agreement (this “Amendment”) is entered into and made effective as of October 25, 2021, by and between Society Pass Incorporated (successor in interest to Food Society Group Limited), a Nevada corporation (the “Company”) and Dennis Nguyen (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Employment Agreement dated as of April 1, 2017 between the Company and the Executive (the “Employment Agreement”).

SERVICE CONTRACT
Service Contract • August 31st, 2021 • Society Pass Incorporated. • Services-business services, nec
SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • August 19th, 2022 • Society Pass Incorporated. • Services-business services, nec

(the Sellers, the Purchasers, and Target Companies are collectively referred to as the “Parties”, and individually as a “Party”).

TRANSITION, RELEASE AND CONSULTING AGREEMENT
Transition, Release and Consulting Agreement • October 6th, 2023 • Society Pass Incorporated. • Services-business services, nec • Minnesota

This Transition, Release and Consulting Agreement (this “Agreement") is entered into this 4th day of October,2023 by and between Dennis Nguyen, an individual (“Executive”), and Society Pass Inc., a company incorporated under the laws of Nevada (the “Company”).

Contract
Society Pass Incorporated. • September 27th, 2021 • Services-business services, nec • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness AGREEMENT ON ACCEPTING ONLINE PAYMENT SERVICE VIA VTC PAY E-WALLET AND LOCAL BANK ACCOUNTS No. ............/2020/ND/ITC-…
Society Pass Incorporated. • August 31st, 2021 • Services-business services, nec

Also agreed to sign the Agreement to provide online payment service via VTC Pay subject to the terms and conditions as follows:

STOCK PURCHASE AGREEMENT among SOCIETY PASS INCORPORATED, THOUGHTFUL MEDIA GROUP INCORPORATED, and AdActive Media, Inc. Dated as of July [*], 2022 Contents
Stock Purchase Agreement • July 13th, 2022 • Society Pass Incorporated. • Services-business services, nec • Delaware
CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2023 • Society Pass Incorporated. • Services-business services, nec

This CONSULTING AGREEMENT (the “Agreement”) is entered into on September 4, 2023 (the “Effective Date”), by and between Society Pass Incorporated, a Nevada corporation (the “Company”) and [ ] (the “Consultant”). Each of the Company and the Consultant may be referred to herein as a “Party” and collectively as the “Parties.”

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CỘNG HOÀ XÃ HỘI CHỦ NGHĨA VIỆT NAM Độc lập – Tự do – Hạnh phúc SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -----------o0o------------ HỢP ĐỒNG CHUYỂN NHƯỢNG VỐN GÓP TRANSFER OF CAPITAL CONTRIBUTION AGREEMENT Số: 01/2022/HĐCN
Capital Contribution Agreement • March 2nd, 2022 • Society Pass Incorporated. • Services-business services, nec

Place of issue: Police Department of Registration of Residence Management and National Tourism Administration of Population

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom – Happiness PAYMENT SERVICE SUPPLY COOPERATION CONTRACT (No: 05/2020/HDDV/VNPT MEDIA-Hottab)
Payment Service Supply Cooperation Contract • August 31st, 2021 • Society Pass Incorporated. • Services-business services, nec

(Party A and/or Party B shall be collectively referred to as the “Parties” and individually referred to as “Party” or “each Party”)

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom – Happiness COOPERATION CONTRACT No: 01/HDHT/SHBFC-HOTTAB
Cooperation Contract • August 31st, 2021 • Society Pass Incorporated. • Services-business services, nec

This Cooperation Contract (“Cooperation Contract”/”Contract”) is made on October 22, 2019, at the headquarters of HOTTAB ASSET VIETNAM CO., LTD, by and between the following Parties:

Dated this 16th day of February 2021 Between SOCIETY PASS INCORPORATED GOODBENTURES SEA LIMITED And SOPA TECHNOLOGY PTE. LTD.
Shareholders’ Agreement • May 14th, 2021 • Society Pass Incorporated. • Services-business services, nec
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • January 14th, 2022 • Society Pass Incorporated. • Services-business services, nec • Delaware

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into and made effective as of 1 October 2021, by and between SOCIETY PASS INCORPORATED, a Nevada corporation (“SOPA”), SOPA TECHNOLOGY PTE. LTD., a company incorporated under the laws of Singapore (“STPL”), and Stockholders (as defined in Exhibit B) (the “Stockholders”) of GOODVENTURES SEA LIMITED, a company incorporated under the laws of Hong Kong. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2021 • Society Pass Incorporated. • Services-business services, nec • New York

This Employment Agreement (the ("Agreement")dated as of April 1, 2017 (the "Effective Date") is between Food Society Group Limited a Cayman Island company (the "Company"), and Dennis Luan Thuc Nguyen ("Executive")

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2021 • Society Pass Incorporated. • Services-business services, nec • New York

This Employment Agreement (the "Agreement") dated as of the October 3, 2019 (the "Effective Date") is between Society Pass Incorporated, a Nevada corporation (the "Company"), and LIANG WEE LEONG RAYNAULD ("Executive").

STRUCTURED EQUITY FINANCING AGREEMENT
Structured Equity Financing Agreement • October 6th, 2023 • Society Pass Incorporated. • Services-business services, nec • New York

THIS STRUCTURED EQUITY FINANCING AGREEMENT (this “Agreement”) dated as of October 5, 2023 is made by and between Strattners FZCO, a financial institution (the “Investor”), and Society Pass Incorporated, a company incorporated under the laws of Nevada (the “Company”).

HỢP ĐỒNG LAO ĐỘNG LABOR CONTRACT
Society Pass Incorporated. • March 2nd, 2022 • Services-business services, nec
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