4,000,000 Units AGBA Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2019 • AGBA Acquisition LTD • Blank checks • New York
The undersigned, AGBA Acquisition Limited, a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, 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 • May 17th, 2019 • AGBA Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the May 14, 2019, by and among AGBA Acquisition Limited, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ORDINARY SHARE PURCHASE WARRANT AGBA GROUP HOLDING LIMITEDAGBA Group Holding Ltd. • February 15th, 2024 • Investment advice • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 2028 (the “Termination Date”)2 but not thereafter, to subscribe for and purchase from AGBA Group Holding Limited, a British Virgin Islands company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RIGHTS AGREEMENTRights Agreement • May 17th, 2019 • AGBA Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 14, 2019 between AGBA Acquisition Limited, a British Virgin Islands company, with offices at Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 17th, 2019 • AGBA Acquisition LTD • Blank checks • New York
This Agreement is made as of May 14, 2019 by and between AGBA Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • May 17th, 2019 • AGBA Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of May 14, 2019, by and between AGBA Acquisition Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 17th, 2019 • AGBA Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of May 14, 2019 (“Agreement”), by and among AGBA ACQUISITION LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
AGBA Acquisition LimitedUnderwriting Agreement • May 17th, 2019 • AGBA Acquisition LTD • 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 AGBA Acquisition Limited, a British Virgin Islands company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.001 per share (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
ContractAGBA Acquisition LTD • December 13th, 2021 • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 7th, 2023 • AGBA Group Holding Ltd. • Investment advice • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 7, 2023 (the “Execution Date”), by and between AGBA Group Holding Limited., a British Virgin Islands company (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Investor”).
AGBA GROUP HOLDING LIMITED SHARE AWARD SCHEME AWARD AGREEMENTShare Award • February 24th, 2023 • AGBA Group Holding Ltd. • Investment advice
THIS AGREEMENT (the “Agreement”) made as of ___________, 2023 [insert date on which Company awards the Awarded Shares] (the “Grant Date”), by and between AGBA Group Holding Limited, a British Virgin Islands business company (the “Company”), and ___________________ (the “Grantee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 28, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), and AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Company,“and together with the Investor, the “parties” or separately each a “party”).
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTThe Business Combination Agreement • November 18th, 2022 • AGBA Group Holding Ltd. • Investment advice • New York
THIS AMENDMENT (this “Amendment”) to the Business Combination Agreement (as defined herein) is made and entered into this November 18, 2021 by and among AGBA Acquisition Limited, a British Virgin Islands business company (the “Acquiror”), TAG International Limited, a British Virgin Islands business company (“B2B”), TAG Asset Partners Limited, a British Virgin Islands business company and a wholly owned subsidiary of B2B (“B2BSub”), OnePlatform International Limited, a Hong Kong company (“HKSub”), OnePlatform Holdings Limited, a Hong Kong company (“OPH”), TAG Asia Capital Holdings Limited, a British Virgin Islands business company (“Fintech”), and TAG Holdings Limited, a British Virgin Islands business company (“TAG”, and each of them sometimes referred to individually as a “Party” and, collectively, as the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
GUARANTY AGREEMENTGuaranty Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of June 28, 2024, by the parties identified as guarantors on the signature pages hereto or any joinder agreement hereto from time to time (each a “Guarantor,” and collectively, the “Guarantors,” which terms shall include their respective successors and assigns), with and for the benefit of YA II PN, Ltd. (the “Beneficiary,” which term shall include the Beneficiary’s successors and assigns). The Guarantors and the Beneficiary are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AGBA Acquisition LimitedUnderwriting Agreement • May 3rd, 2019 • AGBA Acquisition LTD • 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 AGBA Acquisition Limited, a British Virgin Islands company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.001 per share (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 1st, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 25, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Parent”), and TRILLER CORP., a company incorporated under the laws of the State of Delaware (“Triller Corp.” or the “Company”, and together with the Investor and the Parent, the “parties” or separately each a “party”).
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made as of June 28, 2024 by the parties identified as pledgors on the signature pages hereto or any joinder agreement hereto from time to time, (each a “Pledgor,” and collectively, the “Pledgors,” which terms shall include their successors and assigns), with and for the benefit and security of YA II PN, Ltd. (the “Secured Party,” which term shall include its successors and assigns), having a mailing address at 1012 Springfield Avenue, Mountainside, NJ 07092. The Pledgors and the Secured Party are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
BUSINESS COMBINATION AGREEMENT WAIVER AND AMENDMENTPlan of Merger • November 18th, 2022 • AGBA Group Holding Ltd. • Investment advice • Virgin Islands
This BUSINESS COMBINATION AGREEMENT WAIVER AND AMENDMENT is made and entered into as of October 21, 2022 (this “Waiver and Amendment Agreement”) by and among AGBA Acquisition Limited (the “Acquiror”), AGBA Merger Sub I Limited (“Merger Sub I”), AGBA Merger Sub II Limited (“Merger Sub II”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), TAG Asia Capital Holdings Limited (“Fintech”), and TAG Holdings Limited (“TAG”) (each a “Party” and, collectively, as the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Business Combination Agreement (as defined below).
Accession AgreementAccession Agreement • December 9th, 2021 • AGBA Acquisition LTD • Blank checks • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among AGBA GROUP HOLDING LIMITED, AGBA SOCIAL INC., TRILLER CORP.Agreement and Plan of Merger • September 3rd, 2024 • AGBA Group Holding Ltd. • Investment advice • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 30, 2024, by and among AGBA Group Holding Limited, a British Virgin Islands business company (“Parent”), AGBA Social Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Triller Corp., a Delaware corporation (the “Corporation”), and Bobby Sarnevesht, solely in the capacity of the Holder Representative. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Annex A.
AMENDMENT NO. 3 TO THE BUSINESS COMBINATION AGREEMENTThe Business Combination Agreement • November 18th, 2022 • AGBA Group Holding Ltd. • Investment advice • New York
THIS AMENDMENT NO. 3 (this “Amendment No. 3”) to the Business Combination Agreement (as defined herein) is made and entered into this May 4, 2022 by and among AGBA Acquisition Limited, a British Virgin Islands business company (the “Acquiror”), AGBA Merger Sub I Limited, a British Virgin Islands business company (“Merger Sub I”), AGBA Merger Sub II Limited, a British Virgin Islands business company (“Merger Sub II”), TAG International Limited, a British Virgin Islands business company (“B2B”), TAG Asset Partners Limited, a British Virgin Islands business company (“B2BSub”), OnePlatform International Limited, a Hong Kong company (“HKSub”), OnePlatform Holdings Limited, a Hong Kong company (“OPH”), TAG Asia Capital Holdings Limited, a British Virgin Islands business company (“Fintech”), and TAG Holdings Limited, a British Virgin Islands business company (“TAG”, and each of them sometimes referred to individually as a “Party” and, collectively, as the “Parties”). Capitalized terms used an
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2023 • AGBA Group Holding Ltd. • Investment advice
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 7, 2023 (the “Execution Date”), is entered into by and between AGBA Group Holding Limited a British Virgin Islands company (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
VOTING AGREEMENT by and among TRILLER INC. and THE PARTY EXECUTING THIS AGREEMENT AS THE STOCKHOLDER Dated as of September [*], 2024 VOTING AGREEMENTVoting Agreement • September 3rd, 2024 • AGBA Group Holding Ltd. • Investment advice • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of September [*], 2024, by and among TRILLER INC. (the “Company”) and GREEN NATURE LIMITED (the “Stockholder”).
GUARANTY agreementGuaranty Agreement • May 1st, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 25, 2024, by the parties identified as guarantors on the signature pages hereto from time to time (each a “Guarantor,” and collectively, the “Guarantors,” which terms shall include their respective successors and assigns), with and for the benefit of YA II PN, Ltd. (the “Beneficiary,” which term shall include the Beneficiary’s successors and assigns). The Guarantors and the Beneficiary are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2019 (“Agreement”), by and among AGBA ACQUISITION LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
BUSINESS COMBINATION AGREEMENT WAIVERBusiness Combination Agreement Waiver • August 30th, 2022 • AGBA Acquisition LTD • Investment advice
This BUSINESS COMBINATION AGREEMENT WAIVER is made and entered into as of August 29, 2022 (this “Waiver Agreement”) by and among AGBA Acquisition Limited (the “Acquiror”), AGBA Merger Sub I Limited (“Merger Sub I”), AGBA Merger Sub II Limited (“Merger Sub II”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), TAG Asia Capital Holdings Limited (“Fintech”), and TAG Holdings Limited (“TAG”) (each a “Party” and, collectively, as the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Business Combination Agreement (as defined below).
AGBA GROUP HOLDING LIMITED 68 Johnston Road Wan Chai, Hong Kong SAR TRILLER CORP. 7119 West Sunset Blvd, Suite 782 Los Angeles, CA 90046 TRILLER HOLD CO LLC 7119 West Sunset Blvd, Suite 782 Los Angeles, CA 90046Letter Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
This letter agreement (this “Agreement”) is being furnished to YA II PN, Ltd., a Cayman Islands exempted company the (“Secured Party”), in connection with that certain Second Amended and Restated Standby Equity Purchase Agreement, dated as of the date hereof (the “SEPA”), by and among AGBA Group Holding Limited, a British Virgin Islands business company (“AGBA”), Triller Corp., a Delaware corporation (“Triller Corp.”), and the Secured Party. Capitalized terms used but not defined herein have the meanings assigned thereto in the SEPA.
AMENDMENT 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAmended and Restated Agreement and Plan of Merger • October 21st, 2024 • Triller Group Inc. • Investment advice
IN WITNESS WHEREOF, the parties hereto have entered into and signed this Amendment as of the date and year first above written.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks
AGBA Acquisition Limited (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).
AGBA GROUP HOLDING LIMITED AWARD AGREEMENTEquity Incentive Plan • August 29th, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS AGREEMENT (the “Agreement”) made as of ___________, 2024 [insert date on which Company awards the Awarded Shares] (the “Grant Date”), by and between AGBA Group Holding Limited, a British Virgin Islands business company (the “Company”), and ___________________ (the “Grantee”).
September 19, 2023 AGBA Group Holding Limited Via email Attention: Mr. Wing Fai Ng Executive Chairman Dear Wing Fai:AGBA Group Holding Ltd. • September 19th, 2023 • Investment advice
We are pleased that AGBA Group Holding Limited (the “Company” or “AGBA”) has chosen to engage Atlas Merchant Capital LLC or an affiliate (“AMC”) to render certain advisory services to the Company (the “Engagement”).
SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENTPledge Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice • New York
THIS SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 28, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “ Investor”), AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Company”), and TRILLER CORP., a company incorporated under the laws of the State of Delaware (“Triller Corp.”, and together with the Investor and the Company, the “parties” or separately each a “party”).
Accession AgreementAccession Agreement • December 9th, 2021 • AGBA Acquisition LTD • Blank checks • New York
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 18th, 2024 • AGBA Group Holding Ltd. • Investment advice
This SHAREHOLDER SUPPORT AGREEMENT, dated as of April, 2024 (this “Agreement”), is entered into by and among (i) AGBA Group Holding Ltd., a British Virgin Islands business company (“Parent” or the “Company”), (ii) AGBA Social Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iii) Triller Corp., a Delaware corporation (the “Corporation”), and (iv) the undersigned shareholders of the Company (the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT dated November 3, 2021 by and among AGBA Acquisition Limited,Business Combination Agreement • November 18th, 2022 • AGBA Group Holding Ltd. • Investment advice • New York
This BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of November 3, 2021 (the “Signing Date”), by and among AGBA Acquisition Limited, a British Virgin Islands business company (the “Acquiror”), TAG International Limited, a British Virgin Islands business company (“B2B”), TAG Asset Partners Limited, a British Virgin Islands business company and a wholly owned subsidiary of B2B (“B2BSub” and together with B2B, the “B2B Subs”), OnePlatform International Limited, a Hong Kong company (“HKSub”), OnePlatform Holdings Limited, a Hong Kong company (“OPH”), TAG Asia Capital Holdings Limited, a British Virgin Islands business company (“Fintech”), and TAG Holdings Limited, a British Virgin Islands business company (“TAG”). The Acquiror, B2B, B2BSub, OPH, Fintech, and TAG are sometimes referred to herein individually as a “party” and, collectively, as the “parties”.
