AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • California
This Amended and Restated Employment Agreement (“Agreement”) is made between Triller Platform Inc., a Delaware corporation with its headquarters located at 2121 Avenue of the Stars, Suite 2350, Los Angeles, California, 90067 (the “Company”), and Prem Parameswaran, residing at 3 Sycamore Court, Purchase, NY 10577 (the “Executive”). The Agreement is effective as of December 7, 2023 (the “Effective Date”) and with certain parts being effective as of the closing of the Company’s first public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated on or around April 2022 (the “P
TRILLER CORP. [FORM OF] [OFFICER] [DIRECTOR] INDEMNIFICATION AGREEMENTIndemnification Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Triller Corp., a Delaware corporation (the “Company”), and [Officer/Director Name] (“Indemnitee”).
ContractWarrant Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES (I) ARE SUBJECT TO A LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY, AND (II) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE TRILLER CORP.Incentive Stock Option Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc.
Pursuant to the Triller Corp. 2024 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Triller Corp. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Series A Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
ContractSenior Convertible Note • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc.
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractSubordinated Note Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractSubordinated Note • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LEASE AGREEMENTLease Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc.
THIS AGREEMENT (the “Lease”), is made the 23rd day of February, two thousand and twenty-two, (2022) by and between Lawrence Satellites, LLC (hereinafter called “Lessor” or the “party of the first part”) and Bare Knuckle Fighting Championships, Inc., (hereinafter called “Lessee or the “party of the second part”). National Realty Corporation is Agent for Lessor.
STOCKHOLDER LOCK-UP AGREEMENTStockholder Lock-Up Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • New York
THIS STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and among Triller Corp., a Delaware corporation (the “Company”) and the person or entity identified under the heading “Holder” on the signature page hereto (“Holder”).
AMENDED AND RESTATED CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made as of December 31, 2022 (the “Restatement Effective Date”), by and among Triller Hold Co LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), Triller Inc., a corporation incorporated under the laws of the State of Delaware (the “Surviving Company”) and Total Formation, Inc., a corporation incorporated under the laws of the British Virgin Islands (the “Purchaser”) and amends and restates in its entirety, that certain Convertible Note Purchase Agreement by and among the Company, the Surviving Company and the Purchaser, dated as of August 18, 2022 (the “Original Closing Date”) and attached hereto as Exhibit A (the “Existing Purchase Agreement”).
ADDENDUM TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc.
THIS ADDENDUM TO SUBSCRIPTION AGREEMENT (this “Addendum”) is made and entered into as of April ___, 2023 (the “Effective Date”), by and between , a Delaware limited liability company (the “Company”), and , a limited liability company (“Subscriber”). This Addendum supplements and modifies that certain Subscription Agreement of even date herewith by and between the Company and Subscriber (the “Agreement”). Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Agreement.
SHARE AND UNIT EXCHANGE AGREEMENTShare and Unit Exchange Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
THIS SHARE AND UNIT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of August 18, 2022 (the “Effective Date”) by and among Triller Hold Co LLC, a Delaware limited liability company (“Triller”); Bare Knuckle Fighting Championships, Inc., a Delaware corporation (the “Company”); all of the holders of Equity Interests of the Company, each of whom is listed on the Allocation Schedule attached hereto as Schedule A (each, a “Seller” and, collectively, the “Sellers”); and David Feldman, Sr., an individual, in his capacity as the Seller Representative (the “Seller Representative”). Triller, the Company and the Sellers are referred to collectively herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined throughout in this Agreement shall have the meanings set forth in Section 6.1.
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
This Unit Exchange Agreement (this “Agreement”) is made and entered into as of November 11, 2022 (the “Effective Date”) by and among Triller Hold Co LLC, a Delaware limited liability company (“Triller”); JuliusWorks, LLC, a Delaware limited liability company and the successor by conversion of JuliusINC. (“JuliusLLC” and, together with JuliusINC, individually or collectively, as the context may require, “Julius”); and Julius Holdings Inc., a Delaware corporation (“HoldCo”). Triller, Julius and HoldCo are referred to collectively herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined throughout in this Agreement shall have the meanings set forth in Section 6.1.
SECURITY AGREEMENTSecurity Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
This Security Agreement (this “Agreement”) is made effective as of December 31, 2022 (“Effective Date”), by and among Triller Inc., a Delaware corporation (referred to herein as either the “Surviving Company” or the “Grantor”), and Total Formation, Inc., a company incorporated under the laws of British Virgin Islands, as beneficiary (“Secured Party”), with reference to the essential facts stated in the Recitals below.
AMENDMENT NO. 1 TO SENIOR CONVERTIBLE NOTESSenior Convertible Notes • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc.
THIS AMENDMENT NO. 1 TO SENIOR CONVERTIBLE NOTES (this “Amendment”) is made and entered into as of August 18, 2023 (the “Amendment Date”), by and among Triller Hold Co LLC, a Delaware limited liability company (the “Company”); Triller Corp. f/k/a Triller Inc., a Delaware corporation (the “Surviving Company”); and Total Formation Inc., a BVI corporation (the “Purchaser”). This Amendment amends and modifies that certain (i) Amended and Restated Senior Convertible Note, dated December 31, 2022 (the “Initial Note”), and (ii) Senior Convertible Note, dated December 31, 2022 (the “Bridge Note” and, together with the Initial Note, the “Notes”), which Notes were issued pursuant to that certain Convertible Note Purchase Agreement dated August 18, 2022 (as amended and restated on December 31, 2022, the “Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Notes. The Company, the Surviving Company and the Purchaser are collectively
TRILLER HOLD CO LLC OPTION AWARD AGREEMENTOption Award Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
This Option Award Agreement (this “Agreement”), is made effective as of the date set forth on the Notice of Unit Option Grant appended hereto (such date, the “Grant Date” and such notice, the “Notice”) between Triller Hold Co LLC, a Delaware limited liability company (the “Company”), and the individual signatory hereto (“Participant”).
SUBLEASE AGREEMENTSublease Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Pennsylvania
This Sublease Agreement (the “Sublease”) is made effective as of November 01, 2019, by and between A Taste of Your Town, LLC (“Tenant”), and Bareknuckle Fighting, LLC (“Subtenant”). Tenant has previously entered into a lease agreement with Lawrence Park Partnership (“Landlord”) dated November 01, 2019 (the “Prime Lease”). The Tenant now desires to sublet the leased property to the Subtenant and the Subtenant desires to sublet the leased property from the Tenant. Therefore, the parties agree as follows:
