WARRANT AGREEMENT between Proficient Alpha Acquisition Corp. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 29, 2019, is by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
10,000,000 Units Proficient Alpha Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
The undersigned, Proficient Alpha Acquisition Corp., a Nevada corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of May, 2019, by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 29, 2019 by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 29, 2019 between Proficient Alpha Acquisition Corp., a Nevada company with offices at 40 Wall Street, 29th floor, New York, NY 10005 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Rights Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 13, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and Shih-Chung Chou (the “Purchaser”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of May 29, 2019 (“Agreement”), by and among Proficient Alpha Acquisition Corp., a Nevada company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow Agent”).
May 29, 2019 Proficient Alpha Acquisition Corp. New York City, NY 10005 I-Bankers Securities, Inc. Suite 423 New York, New York 10017Underwriting Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one warrant exercisable for one share of Common Stock (each, a “Warrant”) and one right to receive one-tenth of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY PROFICIENT ALPHA ACQUISITION CORP (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
first amended and restated BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 18th, 2020 • Proficient Alpha Acquisition Corp • Blank checks • Nevada
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 17th, 2020 • Proficient Alpha Acquisition Corp • Blank checks • Hong Kong
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 10, 2020, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), Proficient Alpha Acquisition Corp., a Nevada corporation (together with its successors, including the Surviving Corporation (as defined in the Business Combination Agreement) “Purchaser”), Lion Financial Group Limited, a corporation organized under the laws of the British Virgin Islands (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
May 29, 2019 Proficient Alpha Acquisition Corp. New York City, NY 10005 I-Bankers Securities, Inc. Suite 423 New York, New York 10017Underwriting Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one warrant exercisable for one share of Common Stock (each, a “Warrant”) and one right to receive one-tenth of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
May 29, 2019 Proficient Alpha Acquisition Corp. New York City, NY 10005 I-Bankers Securities, Inc. Suite 423 New York, New York 10017Underwriting Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one warrant exercisable for one share of Common Stock (each, a “Warrant”) and one right to receive one-tenth of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
LOCK-UP AGREEMENTLock-Up Agreement • March 17th, 2020 • Proficient Alpha Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 10, 2020, by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), (ii) Shih-Chung Chou, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
SECURITIES ASSIGNMENT AND JOINDER AGREEMENTSecurities Assignment and Joinder Agreement • March 17th, 2020 • Proficient Alpha Acquisition Corp • Blank checks
THIS SECURITIES ASSIGNMENT AND JOINDER AGREEMENT (this “Joinder”) is made and entered into as of March 12, 2020 by the undersigned parties hereto. Reference is hereby made to that (i) certain Letter Agreement, dated as of May 29, 2019 (as it may be amended from time to time, including by this Joinder, the “Sponsor Letter Agreement”), by and among Proficient Alpha Acquisition Corp. (the “Company”), I-Bankers Securities, Inc. (“I-Bankers”) and Shih-Chung Chou (the “Sponsor”), (ii) certain Letter Agreement, dated as of May 29, 2019 (as it may be amended from time to time, including by this Joinder, the “Initial Stockholders Letter Agreement”), by and among the Company, I-Bankers and the initial stockholders of the Company, (iii) certain Share Escrow Agreement, dated as of May 29, 2019 (as it may be amended from time to time, including by this Joinder, the “Share Escrow Agreement”), by and among the Company, American Stock Transfer & Trust Company, LLC (“AST”) and the initial stockholders
FOUNDER STOCK SUBSCRIPTION AGREEMENTFounder Stock Subscription Agreement • April 26th, 2019 • Proficient Alpha Acquisition Corp • Blank checks
The undersigned (“Subscriber”) hereby subscribes for ___________ (__________) shares of the Common Stock, $0.001 par value per share, of Proficient Alpha Acquisition Corp., a corporation duly organized and existing under and by virtue of the laws of the State of Nevada (the “Corporation”), and agrees to pay to the Corporation, upon demand therefor, the sum of __________________ ($__________ ).
SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • March 16th, 2020 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2020 by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnification Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2019, by and between PROFICIENT ALPHA ACQUISITION CORP., a Nevada corporation (the “Company”), and ___________ (“Indemnitee”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2020 • Proficient Alpha Acquisition Corp • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●], 2020, and shall be effective as of the Closing (defined below), by and among (i) Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), (ii) Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), (iii) the individuals and entities listed under Investors on the signature page hereto (collectively, the “Investors”) and (iv) I-Bankers Securities, Inc., the managing underwriter in the Company’s initial public offering (the “Managing Underwriter”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then the Business Combination Agreement (as defined below)).
