Treasure Global Inc Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2023 • Treasure Global Inc • Services-business services, nec • New York

The undersigned, Treasure Global Inc, a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter,” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) as follows:

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AT THE MARKET OFFERING AGREEMENT
At the Market Offering Agreement • March 22nd, 2024 • Treasure Global Inc • Services-business services, nec • New York

Treasure Global Inc, a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2023 • Treasure Global Inc • Services-business services, nec

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 28, 2023 by and among TREASURE GLOBAL INC a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 1st, 2023 • Treasure Global Inc • Services-business services, nec

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2023, is between TREASURE GLOBAL INC, a company incorporated under the laws of the State of Delaware (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

EXECUTIVE EMPLOYMENT AGREEMENT between TREASURE GLOBAL INC. and CHUAH SU CHEN
Executive Employment Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec

NOW THEREFORE, in consideration of the recitals and mutual agreements herein set forth, the Company and the Executive agree as follows:-

Overview
Merchant Services Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec

This Zmerchant Services Agreement (also "Agreement", "Merchant Agreement", "Terms and Conditions", "Merchant Terms and Conditions",) is entered into by and between Gem Reward Sdn Bhd (also “Gem Reward”, “we’, “us”, and the Zmerchant (also “You”, “Your”, “Merchant”), and is made effective as of the date of electronic acceptance.

PURCHASE AGREEMENT
Purchase Agreement • October 11th, 2024 • Treasure Global Inc • Services-business services, nec • Delaware

PURCHASE AGREEMENT (this “Agreement”), dated as of October 10th, 2024 (the “Execution Date”), is entered into by and between TREASURE GLOBAL INC, a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”).

CAPITAL MARKET ADVISORY AGREEMENT
Capital Market Advisory Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec • Florida

THIS AGREEMENT, dated as of July 1, 2021, between Treasure Global Inc. (the "Company"), having its principal place of business at 16192 Coastal Highway, Lewes, Delaware 19558 and Exchange Listing, LLC ("Consultant"), having its principal place of business at 515 E. Las Olas Blvd, Fort Lauderdale, Florida 33301.

Dear Mr. Chai, EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 25th, 2024 • Treasure Global Inc • Services-business services, nec

We are pleased to offer you this executive employment agreement (“Agreement“) for the position as Chief Operating Officer in Treasure Global Inc. (Company No.: 7908921) (hereinafter referred to as the “Company”), commencing from 21st June 2024 (“Commencement Date”) subject to the following terms and conditions of employment:

COLLABORATION AGREEMENT
Collaboration Agreement • July 21st, 2023 • Treasure Global Inc • Services-business services, nec

TREASURE GLOBAL INC. (Registration No. 7908921) incorporated in the State of Delaware, with its registered office at 276 5th Avenue Suit, 704 #739 New York, NY 10001, United States (“TGL”) of the first part;

Dated the 20th day of July 2023 (Registration No.: 2035574) (“Company”) AND GEM REWARD SDN BHD (Registration No.: 201701019994 (1234159-A)) (“GRSB”) SOFTWARE DEVELOPMENT AGREEMENT
Software Development Agreement • July 21st, 2023 • Treasure Global Inc • Services-business services, nec

the Company and GRSB shall hereinafter individually referred to as “Party” and collectively referred to as “Parties”, where the context so requires.

Purchase Warrant Agreement TREASURE GLOBAL INC
Warrant Agreement • October 11th, 2024 • Treasure Global Inc • Services-business services, nec • Delaware

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Alumni Capital LP 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 October 10, 2024 (the “Issuance Date”) and on or prior to the close of business on the three (3) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TREASURE GLOBAL INC, a Delaware corporation (the “Company”), the Company’s common stock, par value $0.00001 (“Common Stock”), in the amounts and the price per share as set forth in Section 2.

AMENDMENT TO SHARE SWAP AGREEMENT
Share Swap Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec • Delaware

THIS AMENDMENT TO SHARE SWAP AGREEMENT (this “Amendment”) is entered into and made effective as of March 11, 2021, by and between TREASURE GLOBAL INC, a Delaware corporation (the “Company”), TEO CHONG CHAN, a Malaysian citizen (NRIC: 830616-06-5113) (“Chan”), with an address of No. 73, Jalan USJ 13/4, 47620 Subang Jaya, Selangor, Malaysia, OOI JAU LONG, a Malaysian citizen (NRIC: 820306-08-5945) (“Long”), with an address of No. 32, Jalan Perlis, Taman Rakyat, 34600 Kamunting, Perak, Malaysia, and YU WENG LOK, a Malaysian citizen (NRIC: 790607-10-5175) (together with Chan and Long, the “Vendors”), with an address of No. 32, Jalan Setia Impian U13/6E, Setia Alam, 40170 Shah Alam, Selangor, Malaysia. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Share Swap Agreement dated as of March 11, 2021, by and between the Company and the Vendors (the “Share Swap Agreement”).

DATED THE 12TH DAY OF MARCH, 2024 BETWEEN
Software Purchase Agreement • March 15th, 2024 • Treasure Global Inc • Services-business services, nec

THIS AGREEMENT is made on this day and year stated in Section 1 of the First Schedule (hereinafter referred to as the “Date of Agreement”).

BETWEEN TREASURE GLOBAL INC (Delaware Department of State’s File No. 7908921) (the “Company”) AND The person with particulars in Section 3 of the First Schedule (the “Seller”) SOFTWARE PURCHASE AGREEMENT
Software Purchase Agreement • May 30th, 2024 • Treasure Global Inc • Services-business services, nec

The Party whose name and particulars set forth in Section 2 of the First Schedule (hereinafter referred to as “the Company”) of the one part.

TREASURE GLOBAL INC.
Convertible Security Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec • New York

THIS 13.33% CONVERTIBLE REDEEMABLE NOTE (this “Note) of Treasure Global Inc., a Delaware corporation (the “Company”), having its principal place of business at No.45-1, Jalan USJ 21/10, USJ 21, 47640, Subang Jaya, Selangor, Malaysia designated as its 13.33% Convertible Redeemable Promissory Note due October 30, 2023

Dated 27 November 2024 (Registration No. 790821) (“Company” or “TGL”) AND (Registration No: LL17636) (“VIFL”) AND (NRIC No: 960730-13-5184) (“CJM”) SUBSCRIPTION AGREEMENT
Subscription Agreement • November 27th, 2024 • Treasure Global Inc • Services-business services, nec

(VIFL and CJM shall hereinafter be referred to each as an “Investor” and collectively, as “Investors”. TGL and the Investors shall hereinafter be referred to each as “Party” and collectively as “Parties”.)

Contract
12% Redeemable Security Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec • New York

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PARTNERSHIP AGREEMENT
Partnership Agreement • September 20th, 2024 • Treasure Global Inc • Services-business services, nec

TREASURE GLOBAL INC. (Registration No.: 7908921), a Nasdaq listed company incorporated in the State of Delaware, United States of America and having its registered office at 276 5th Avenue Suit, 704 #739 New York, NY 10001, United States (“TGL”) of the first part;

DATED THE 19th DAY OF December ,2023 BETWEEN TREASURE GLOBAL INC (Delaware Department of State’s File No. 7908921) (“the Company”) AND The person with particular in Section 3 of the First Schedule (“the Developer”) SOFTWARE DEVELOPMENT AGREEMENT
Software Development Agreement • December 21st, 2023 • Treasure Global Inc • Services-business services, nec

THIS AGREEMENT is made on this day and year stated in Section 1 of the First Schedule (hereinafter referred to as “the Date of Agreement”).

EXECUTIVE EMPLOYMENT AGREEMENT between TREASURE GLOBAL INC and HOO VOON HIM
Executive Employment Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec • Delaware

NOW THEREFORE, in consideration of the recitals and mutual agreements herein set forth, the Company and the Executive agree as follows:

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec • Delaware

This Stock Purchase Agreement (the “Agreement”) is made as of 20th March 2020 by and between Treasure Global Inc, a Delaware corporation (the “Company”) and Kok Pin Tan (“Purchaser"). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference.

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • November 8th, 2023 • Treasure Global Inc • Services-business services, nec • New York

THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2023, by and between TREASURE GLOBAL INC, a Delaware corporation (the “Company”), and VSTOCK TRANSFER, LLC, a New York limited liability company (“Vstock” or the “Warrant Agent”).

THIS COLLECTION SERVICES AGREEMENT ("Agreement") is made on 11-08-2021 BETWEEN
Collection Services Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec
SERVICE PROVIDER AGREEMENT
Service Provider Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec

COUP MARKETING ASIA PACIFIC SON. BHD. (Company No. 938850-U) ("CMAP") with its business address at 3A-9 & 3A-10 The Vertical Tower A, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,

TO THE PARTNERSHIP AGREEMENT DATED 20 SEPTEMBER 2024 (“AGREEMENT”) BETWEEN:
Partnership Agreement • October 30th, 2024 • Treasure Global Inc • Services-business services, nec

TREASURE GLOBAL INC. (Registration No.: 7908921), a Nasdaq listed company incorporated in the State of Delaware, United States of America and having its registered office at 276 5th Avenue Suite, 704 #739 New York, NY 10001, United States (“TGL”) of the first part;

PUBLIC BANK BERHAD (PB CARD SERVICES) BUSINESS PARTNER AGREEMENT
Business Partner Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec

This Agreement is made on the 08 (day) of Feb (month) 2022 (year) BETWEEEN Gem Reward Sdn Bhd who registered at No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong, 47100 Puchong, Selangor, Malaysia. (hereinafter called Merchants) with Public Bank (6463-H) who registered at 27th Floor, Menara Public Bank, 146 Jalan Ampang, 50450 Kuala Lumpur.

BENEFICIAL SHAREHOLDING AGREEMENT
Beneficial Shareholding Agreement • January 26th, 2022 • Treasure Global Inc • Services-computer processing & data preparation

THIS BENEFICIAL SHAREHOLDING AGREEMENT (this “Agreement”) is entered into and made effective as of June 5, 2017 (the “Effective Date”), by and between KOK PIN TAN, a Malaysian citizen (NRIC: 831013-08-5689) (“Tan”), with an address of No. 30, JLN Setia Impian U13/4L Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor, Malaysia, OOI JAU LONG, a Malaysian citizen (NRIC: 820306-08-5945) (“Long”), with an address of No. 32, Jalan Perlis, Taman Rakyat, 34600 Kamunting, Perak, Malaysia, and YU WENG LOK, a Malaysian citizen (NRIC: 790607-10-5175) (“Lok” and together with Long, the “Holders”), with an address of No. 32, Jalan Setia Impian U13/6E, Setia Alam, 40170 Shah Alam, Selangor, Malaysia.

BENEFICIAL SHAREHOLDING AGREEMENT
Beneficial Shareholding Agreement • January 26th, 2022 • Treasure Global Inc • Services-computer processing & data preparation

THIS BENEFICIAL SHAREHOLDING AGREEMENT (this “Agreement”) is entered into and made effective as of November 10, 2020 (the “Effective Date”), by and between KOK PIN TAN, a Malaysian citizen (NRIC: 831013-08-5689) (“Tan”), with an address of No. 30, JLN Setia Impian U13/4L Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor, Malaysia, and TEO CHONG CHAN, a Malaysian citizen (NRIC: 830616-06-5113) (“Chan”), with an address of No. 73, Jalan USJ 13/4, 47620 Subang Jaya, Selangor, Malaysia.

Made this on the date stipulated in Section 1 of the Schedule License and Service Agreement Between The person with particulars in Section 2 of the Second Schedule (“Licensor”) And The person with particulars in Section 3 of the Second Schedule...
License and Service Agreement • October 18th, 2023 • Treasure Global Inc • Services-business services, nec

THIS LICENSE AND SERVICE AGREEMENT (the “Agreement”) is made on the date stipulated in Section 1 of the Second Schedule (“Agreement Date”).

WORLDWIDE MASTER LICENSE AGREEMENT
Worldwide Master License Agreement • June 8th, 2023 • Treasure Global Inc • Services-business services, nec

SIGMA MUHIBAH SDN. BHD. [Company Registration No: 202101016037 (1416337X)] with its registered address at 151 (First Floor) Jalan SS 21/37, Damansara Utama, 47400 Petaling Jaya, Selangor, Malaysia and its business address at D-3A-3A, Capital 4 Oasis Square, No. 2 Jalan PJU 1A/7A, Ara Damansara, 47301 Petaling Jaya, Selangor, Malaysia (“the Licensor”) of the one part;

Made this 1st day of November 2020 INVESTMENT AGREEMENT FOR SUBSCRIPTION OF ISSUER’S STOCK BETWEEN Treasure Global Inc. (Delaware Department of State’s File No.: 7908921) (“Issuer”) AND Space Capital Berhad [Malaysian Company Registration No.:...
Investment Agreement • April 19th, 2022 • Treasure Global Inc • Services-business services, nec

This Investment Agreement for Subscription of Issuer’s Stocks is made on the date as stipulated in Section 1 of the Schedule (the “Agreement Date”).

DATED THE 08 DAY OF APRIL, 2024 BETWEEN TREASURE GLOBAL INC (Delaware Department of State’s File No. 7908921) (the “Company”) AND The person with particulars in Section 3 of the First Schedule (the “Seller”) SOFTWARE PURCHASE AGREEMENT
Software Purchase Agreement • April 8th, 2024 • Treasure Global Inc • Services-business services, nec

The Party whose name and particulars set forth in Section 2 of the First Schedule (hereinafter referred to as the “Company”) of the one part.

DATED [11th March 2021) BETWEEN Treasure Global Inc
Share Swap Agreement • January 26th, 2022 • Treasure Global Inc • Services-computer processing & data preparation
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