BUSINESS COMBINATION AGREEMENT dated November 3, 2021 by and among AGBA Acquisition Limited,

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

dated

November 3, 2021

by and among

AGBA Acquisition Limited,

TAG International Limited,

TAG Asset Partners Limited,

OnePlatform International Limited,

OnePlatform Holdings Limited,

TAG Asia Capital Holdings Limited,

and

TAG Holdings Limited

TABLE OF CONTENTS

			Page
Article I DEFINITIONS			2
Article II THE ACQUISITION MERGER			12
	2.1	Acquisition Merger	12
	2.2	Closing; Effective Time	12
	2.3	Effect of the Acquisition Merger.	12
	2.4	Board of Directors	12
	2.5	Cancellation of Treasury Shares	12
	2.6	Further Assurances	12
	2.7	Shareholder Representative	12
Article III CONSIDERATION			13
	3.1	Aggregate Stock Consideration	13
	3.2	Effect of Merger on Group Parties’ Equity Securities.	13
Article IV REPRESENTATIONS AND WARRANTIES OF THE WARRANTOR			14
	4.1	Corporate Existence and Power	14
	4.2	Authorization	14
	4.3	Governmental Authorization	14
	4.4	Non-Contravention	14
	4.5	Capitalization	15
	4.6	Organizational Documents	15
	4.7	Corporate Records	15
	4.8	Assumed Names	15
	4.9	Subsidiaries	15
	4.10	Consents	16
	4.11	Financial Statements	16
	4.12	Books and Records	17
	4.13	Absence of Certain Changes	17
	4.14	Properties; Title to the Group Parties’ Assets	18
	4.15	Litigation and Claims	18
	4.16	Contracts	18
	4.17	Licenses and Permits	21

	4.18	Compliance with Laws	21
	4.19	Intellectual Property	22
	4.20	Employees	23
	4.21	Employment Matters	23
	4.22	Withholding	24
	4.23	Real Property	24
	4.24	Accounts	25
	4.25	Tax Matters	25
	4.26	Environmental Laws	25
	4.27	Finders’ Fees	26
	4.28	Powers of Attorney and Suretyships	26
	4.29	Directors	26
	4.30	Certain Business Practices	26
	4.31	Money Laundering Laws	26
	4.32	Not an Investment Company	26
	4.33	No Other Representations and Warranties	26
	4.34	Representations and Warranties of OPH and Fintech	26
Article V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE MERGER SUBS			27
	5.1	Corporate Existence and Power	27
	5.2	Corporate Authorization	27
	5.3	Governmental Authorization	27
	5.4	Non-Contravention	27
	5.5	Finders’ Fees	27
	5.6	Issuance of Shares	27
	5.7	Capitalization	27
	5.8	Information Supplied	28
	5.9	Litigation	28
	5.10	Trust Fund	28
	5.11	Listing	28
	5.12	No Market Manipulation	28
	5.13	Xxxxxxxx-Xxxxx Act	28
	5.14	Not an Investment Company	28
	5.15	Board Approval	28
	5.16	Acquiror SEC Documents and Financial Statements	29
	5.17	Certain Business Practices	30
	5.18	Money Laundering Laws	30
	5.19	Litigation and Claims	30

	5.20	No Other Representations and Warranties	30
	5.21	Representations and Warranties of Merger Subs	30
Article VI COVENANTS OF All PARTIES HERETO			31
	6.1	Alternative Transactions	31
	6.2	Access to Information	31
	6.3	Notices of Certain Events	32
	6.4	Registration Statement and Proxy Statement; Acquiror Extraordinary General Meeting	32
	6.5	Form 8-K; Press Releases	35
	6.6	Reporting and Compliance with Laws	35
	6.7	Third Party Consents	35
	6.8	Reasonable Best Efforts; Further Assurances	35
	6.9	Tax Treatment	35
	6.10	Compliance with SPAC Agreements	35
	6.11	Confidentiality	36
	6.12	Directors’ and Officers’ Indemnification and Insurance	36
	6.13	Private Financing	36
	6.14	Restrictive Legends	36
Article VII COVENANTS OF THE ACQUIROR AND THE MERGER SUBS			37
	7.1	Conduct of Business	37
	7.2	Trust Account	37
	7.3	Employees of the Group Parties	37
	7.4	Nasdaq Matters	37
	7.5	Section 16 of the Exchange Act	38
	7.6	Release	38
	7.7	Merger Subs	38
	7.8	Settlement of Acquiror Liabilities	38
Article VIII COVENANTS OF THE GROUP PARTIES			39
	8.1	Conduct of Business	39
	8.2	Annual and Interim Financial Statements	40
	8.3	Financial Information	40
	8.4	Group Parties Disclosure Schedules and Exhibits.	40
	8.5	OPH Merger	40
Article IX CONDITIONS TO CLOSING			41
	9.1	Conditions to the Obligations of the Parties	41
	9.2	Conditions to Obligations of the Acquiror	41
	9.3	Conditions to Obligations of X0X, X0XXxx, HKSub, OPH, Fintech and TAG	42

iii

Article X INDEMNIFICATION			43
	10.1	Indemnification of the Acquiror	43
	10.2	Procedure	43
	10.3	Survival of Indemnification Rights	45
	10.4	Holdback Shares	45
	10.5	Exclusive Remedy	45
Article XI DISPUTE RESOLUTION			46
	11.1	Arbitration	46
	11.2	Waiver of Jury Trial; Exemplary Damages	46
	11.3	Other Remedies; Specific Performance	46
Article XII TERMINATION			47
	12.1	Termination Without Default	47
	12.2	Termination Upon Default	47
	12.3	Survival	47
Article XIII MISCELLANEOUS			48
	13.1	Notices	48
	13.2	Amendments; No Waivers; Remedies	49
	13.3	Arm’s length bargaining; no presumption against drafter	50
	13.4	Publicity	50
	13.5	Expenses	50
	13.6	No Assignment or Delegation	50
	13.7	Governing Law	51
	13.8	Counterparts; facsimile signatures	51
	13.9	Entire Agreement	51
	13.10	Severability	51
	13.11	Construction of certain terms and references; captions	51
	13.12	Further Assurances	51
	13.13	Third Party Beneficiaries	51
	13.14	Waiver	52
	13.15	Legal Representation	52

Schedule I. Group Parties Disclosure Schedules	55

Schedule II. Acquiror Disclosure Schedules	56

Schedule 7.7 Form of Accession Agreement	57

EXHIBIT A Amended Charter	A-1

EXHIBIT B Form of Articles of Merger	B-1

EXHIBIT C Form of Employment Agreement	C-1

EXHIBIT D Form of Lock-up Agreement	D-1

BUSINESS COMBINATION AGREEMENT

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”). Xxx Xxxxxxxx, X0X, X0XXxx, OPH, Fintech, and TAG are sometimes referred to herein individually as a “party” and, collectively, as the “parties”.

W I T N E S E T H:

HKSub is a wholly owned subsidiary of B2BSub, and B2BSub is a wholly owned subsidiary of B2B;

OPH, through its wholly owned subsidiaries, is engaged in business-to-business or B2B services (the “B2B Services Business”);

Prior to the Closing, HKSub will merge with and into OPH (the “OPH Merger”), with OPH as the surviving entity, and as a result of which OPH will, prior to the Closing, become a wholly owned subsidiary of B2B;

Fintech, through its wholly owned Subsidiaries, is engaged in the financial technology or fintech business (collectively, with the B2B Services Business, the “Platform Business”);

The Acquiror is a blank check company formed for the sole purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;

XXXX Merger Sub I Limited (or such other name to be agreed), which is to be a British Virgin Islands business company (“Merger Sub I”) and AGBA Merger Sub II Limited (or such other name to be agreed), which is to be a British Virgin Islands business company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and each of which is to be a wholly owned subsidiary of the Acquiror, will both be formed promptly after this Agreement is signed;

The parties hereto desire that Merger Sub I shall merge with and into B2B, and that Merger Sub II shall merge with and into Fintech (together, the “Acquisition Merger”), upon the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the BVI Business Companies Act (as defined below);

Upon the consummation of the transactions contemplated by this Agreement, as of the Closing the Acquiror shall become the 100% owner of the Platform Business;

On the terms and subject to the conditions set forth herein, and in consideration of the Acquisition Merger, Acquiror shall issue the Aggregate Stock Consideration as directed by TAG, in its capacity as sole shareholder of B2B and Fintech, subject to compliance with applicable Law;

Following the signing of this Agreement, the parties hereto intend to further document certain aspects of the transactions contemplated by this Agreement in ancillary agreements to be mutually agreed;

The parties intend that the Acquisition Merger will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (as defined herein); and

Certain capitalized terms used herein are defined in Article I hereof.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and subject to the terms and conditions set forth in this Agreement, the parties, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

The following terms, as used herein, have the following meanings:

1.1 “Acquiror Charter” means the amended and restated memorandum and articles of association of the Acquiror, as in effect on the date hereof.

1.2 “Acquiror Extraordinary General Meeting” has the meaning set forth in Section 6.4(h).

1.3 “Acquiror Material Adverse Effect” means a material adverse change or a material adverse effect that would prevent or materially delay the ability of the Acquiror, Merger Sub I, or Merger Sub II to perform its obligations under this Agreement, provided, however, that “Acquiror Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Acquiror operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, except for changes that disproportionately affect the Acquiror; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of any Group Party; (vi) any matter of which the Acquiror is aware on the date hereof; (vii) any changes in applicable Laws or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof, except for changes that disproportionately affect the Acquiror; (viii) the announcement, pendency or completion of the transactions contemplated by this Agreement; or (ix) any natural or man-made disaster or acts of God.

1.4 “Acquiror Ordinary Shares” means the ordinary shares of the Acquiror with par value US$0.001 per share.

1.5 “Acquiror Rights” means the right to receive one-tenth (1/10) of an Acquiror Ordinary Share.

1.6 “Acquiror Securities” means Acquiror Ordinary Shares, Acquiror Warrants, Acquiror Rights, Acquiror UPO and Acquiror Units, collectively.

1.7 “Acquiror Securities Redemptions” has the meaning set forth in Section 7.2.

1.8 “Acquiror Transaction Costs” means all fees, costs and expenses of Acquiror incurred prior to and through the Closing in connection with the negotiation, preparation and execution of this Agreement, the Additional Agreements and the consummation of the Acquisition Merger, whether paid or unpaid prior to the Closing.

1.9 “Acquiror Unit” means a unit of the Acquiror comprised of one Acquiror Ordinary Share, one warrant to purchase one-half of one Acquiror Ordinary Share, and one right to receive one-tenth (1/10) of one Acquiror Ordinary Share upon the consummation of the Acquisition Merger.

1.10 “Acquiror UPO” means the option issued to Maxim Partners LLC (and/or its designees), to purchase up to an aggregate of 276,000 Acquiror Units at a price of US$11.50 per Acquiror Unit.

1.11 “Acquiror Warrants” means one warrant entitling the holder thereof to purchase one-half of one Acquiror Ordinary Share at a price of US$11.50 per whole Acquiror Ordinary Share.

1.12 “Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim commenced, brought, or heard by or before any Authority or any assessment for Taxes or otherwise.

1.13 “Additional Agreements” means the Plans of Merger, the Articles of Merger, the Employment Agreements, each of the Lock-up Agreements required pursuant to Section 1.60, and such other agreements as the parties hereto may agree, and all the agreements documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto, all to be agreed among the parties promptly (but not later than 60 days after the Signing Date unless otherwise agreed by the parties in writing). The agreed forms of the Plans of Merger, the Articles of Merger, the Employment Agreement, and the Lock-up Agreement shall be attached to this Agreement as Exhibits.

1.14 “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

1.15 “Aggregate Stock Consideration” means, in the aggregate, 55,500,000 Acquiror Ordinary Shares (or such higher number of Acquiror Ordinary Shares as the parties hereto may agree in writing) to be issued as directed by TAG, in its capacity as sole shareholder of B2B and Fintech (subject to compliance with applicable Law), with a deemed price per share of US$10.00.

1.16 “Amended Charter” means the fourth amended and restated Acquiror Charter required to be approved at the Acquiror Extraordinary General Meeting and registered with the BVI Registrar of Corporate Affairs, and to be agreed between the parties hereto promptly (but no later than 60 days after the Signing Date unless otherwise agreed by the parties in writing), the agreed form of which will be attached to this Agreement as an Exhibit.

1.17 “Articles of Merger” means the written articles of merger specifying certain details with respect to the Acquisition Merger, as required under section 171(1) of the BVI Business Companies Act for Articles of Merger I and Articles of Merger II, to be filed with the BVI Registrar of Corporate Affairs, and as further described in Section 2.2.

1.18 “Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, federal, state, or local.

1.19 “Balance Sheet Date” means June 30, 2021.

1.20 “Books and Records” means all books and records, ledgers, employee records, customer lists, files, correspondence, and other records of every kind (whether written, electronic, or otherwise embodied) owned or used by a Person or in which a Person’s assets, the business or its transactions are otherwise reflected, other than stock books and minute books.

1.21 “Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York are authorized to close for business.

1.22 “BVI Business Companies Act” means the BVI Business Companies Act, 2004, as amended from time to time.

1.23 “BVI Law” means the Law of the British Virgin Islands from time to time.

1.24 “BVI Registrar of Corporate Affairs” means the Registrar of Corporate Affairs responsible for the administration of the BVI Business Companies Act.

1.25 “Code” means the Internal Revenue Code of 1986, as amended.

1.26 “Contracts” means the Leases and all contracts, agreements, leases (including equipment leases, car leases and capital leases), licenses, commitments, client contracts, statements of work (SOWs), sales and purchase orders and similar instruments, oral or written, to which any of the Group Party is a party or by which any of its respective assets are bound, including any entered into by the Group Parties in compliance with Section 7.1 after the Signing Date and prior to the Closing, and all rights and benefits thereunder, including all rights and benefits thereunder with respect to all cash and other property of third parties under the Group Parties’ dominion or control.

1.27 “Control” of a Person (including the term “Controlled” by a Person) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing, a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (I) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled by Contract or pursuant to the Controlled Person’s Organizational Documents to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person; or (c) a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

1.28 “COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or resulting epidemics, pandemic or disease outbreaks.

1.29 “COVID-19 Measures” means, collectively, any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive, policy, guideline or recommendation by any Authority in connection with or in response to COVID-19 and applicable to the Group Parties and the Platform Business.

1.30 “Deferred Underwriting Amount” means the portion of the underwriting discounts and commissions held in the Trust Account, which the underwriters of the IPO are entitled to receive upon the Closing in accordance with the Trust Agreement.

1.31 “Dollars” or “US$” means the lawful currency of the United States.

1.32 “Employment Agreements” mean the separate employment agreements that shall be entered upon Closing and subject to further negotiation between the Post-Combination Company and each of the Key Personnel after the date of this Agreement, provided that each employment agreement shall contain compensation and benefits that are no event less favorable than that to which such individual was entitled immediately prior to the Closing Date.

1.33 “Environmental Laws” shall mean all Laws that prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity, including, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation Act and the Clean Water Act.

1.34 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.35 “Extended Holdback Amount” has the meaning set forth in Section 10.4(a).

1.36 “Extended Holdback Period” has the meaning set forth in Section 10.4(a).

1.37 “Fraud Claim” means any claim that involves an actual and intentional misrepresentation solely with respect to the representations and warranties set forth in Article IV (with respect to the Warrantor) or Article V (with respect to the Acquiror and, upon their accession to this Agreement, the Merger Subs), as applicable, and for the avoidance of doubt, does not include constructive fraud or other claims based on constructive knowledge, negligent misrepresentation, or similar theories that do not constitute common law fraud under Delaware law.

1.38 “Governmental Entity” means: (a) any federal, provincial, state, local, municipal, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body; (b) any self-regulatory organization; or (c) any political subdivision of any of the foregoing.

1.39 “Group Parties” means, collectively, X0X, X0XXxx, HKSub, OPH, Fintech and their respective Subsidiaries, and each a “Group Party”.

1.40 “Group Parties’ Knowledge” or “Knowledge of the Group Party” means the actual knowledge or awareness as to a specific fact or event of the Persons as set forth in Schedule 1.40.

1.41 “Group Parties Material Adverse Effect” means any event occurrence, fact, condition, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the Platform Business, the assets, Liabilities, results of operations or condition (financial or otherwise), of B2B, Fintech, and/or their consolidated Subsidiaries, taken as a whole, whether or not arising from transactions in the Ordinary Course of Business; or (b) the ability of B2B, Fintech and/or their consolidated Subsidiaries to consummate the transactions contemplated by this Agreement or the Additional Agreements to which it is party or bound or to perform its obligations hereunder or thereunder, whether or not arising from transactions in the Ordinary Course of Business; provided, however, that “Group Parties Material Adverse Effect” shall not include any event, occurrence, fact, condition, change or effect, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Group Parties operate; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, or pandemics, including effects related to the COVID-19 pandemic, COVID-19 Measures, or any changes thereto or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Acquiror; (vi) any changes in applicable Laws or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including effects related to the identity of the Acquiror and losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with any of the Group Parties; (viii) any natural or man-made disaster or acts of God; or (ix) any failure by B2B, Fintech and/or their Subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded).

1.42 “Group Parties Transaction Costs” shall mean all fees, costs and expenses of the Group Parties, in each case, incurred prior to and through the Closing in connection with the negotiation, preparation and execution of this Agreement and the Additional Agreements and the consummation of the Acquisition Merger, whether paid or unpaid prior to the Closing.

1.43 “Hazardous Material” shall mean any material, emission, chemical, substance or waste that has been designated by any Authority to be radioactive, toxic, hazardous, a pollutant, or a contaminant.

1.44 “Hazardous Material Activity” shall mean the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation, release, exposure of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste containing a Hazardous Material, or product manufactured with ozone depleting substances, including, any required labeling, payment of waste fees or charges (including so-called e-waste fees) and compliance with any recycling, product take-back or product content requirements.

1.45 “Holdback Shares” means a number of Acquiror Ordinary Shares that represent three percent (3%) of the Aggregate Stock Consideration.

1.46 “Hong Kong Dollars or HK$” means the lawful currency of Hong Kong SAR.

1.47 “Hong Kong Law” means the Law of Hong Kong SAR from time to time.

1.48 “IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board.

1.49 “Indebtedness” means with respect to any Person, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind (including amounts by reason of overdrafts and amounts owed by reason of letter of credit reimbursement agreements) including with respect thereto, all interests, fees and costs, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than accounts payable to creditors for goods and services incurred in the Ordinary Course of Business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien or security interest on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all obligations of such Person under leases required to be accounted for as capital leases under IFRS or U.S. GAAP, (g) all guarantees by such Person of any of the items set forth in items (a) through (f), and (h) any Contract to incur any of the same.

1.50 “Intellectual Property Right” means any trademark, service mark, registration thereof or application for registration therefor, trade name, license, invention, patent, patent application, trade secret, trade dress, know-how, copyright, copyrightable materials, copyright registration, application for copyright registration, software programs, data bases, U.R.L., and any other type of proprietary intellectual property right, and all embodiments and fixations thereof and related documentation, registrations and franchises and all additions, improvements and accessions thereto, and with respect to each of the forgoing items in this definition, solely to the extent protectable by applicable Law and which is owned or licensed or filed by the Group Parties, or used or held for use in the Platform Business, whether registered or unregistered or domestic or foreign.

1.51 “Inventory” is defined in the UCC.

1.52 “IPO” means the initial public offering of the Acquiror pursuant to a prospectus dated May 15, 2019.

1.53 “Key Personnel” means (i) Xx. Xx Xxxx Xxx and (ii) Mr. Xxx Xxx Xxxxx, Xxxxxxx.

1.54 “Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

1.55 “Leases” means the leases set forth on Schedule 1.55 attached hereto, together with all fixtures and improvements erected on the premises leased thereby.

1.56 “Legal Proceeding” shall mean any action, suit, hearing, claim, charge, audit, lawsuit, litigation, investigation (formal or informal), inquiry, arbitration or proceeding (in each case, whether civil, criminal or administrative or at law or in equity) by or before a Governmental Entity.

1.57 “Legal Restraint” means any Law that has been adopted or promulgated, or which is in effect, or any temporary, preliminary or permanent Order issued by a court or other Authority of competent jurisdiction.

1.58 “Liabilities” means any and all liabilities, Indebtedness, claims, or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including Tax Liabilities due or to become due.

1.59 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing, in each instance, other than Permitted Liens.

1.60 “Lock-up Agreement” means each agreement with respect to Acquiror Ordinary Shares and all exhibits and schedules thereto, to be agreed between the parties hereto promptly (but not later than 60 days after the Signing Date unless otherwise agreed by the parties in writing), the agreed form of which shall be attached to this Agreement as an Exhibit. The parties hereto agree that (a) all Persons (excluding TAG) who receive Acquiror Ordinary Shares equivalent to one percent (1.0%) or more of the Aggregate Stock Consideration (less the Holdback Shares) will be required to execute a Lock-Up Agreement; and (b) the duration of the lock-up period in the Lock-Up Agreement will be at least 180 days commencing on the first Business Day after the Closing Date.

1.61 “Losses” shall mean any and all deficiencies, judgments, settlements, losses, damages, interest, fines, penalties, Taxes, costs and expenses (including reasonable legal, accounting and other costs and expenses of professionals incurred in connection with investigating, defending, settling or satisfying any and all demands, claims, actions, causes of action, suits, proceedings, assessments, judgments or appeals, and in seeking indemnification, compensation or reimbursement therefor).

1.62 “Merger Sub Shareholder Approvals” means the resolution of the Acquiror, as the sole shareholder of Merger Sub I and Merger Sub II, approving and adopting the Plans of Merger and the Articles of Merger.

1.63 “Nasdaq” means the Nasdaq Capital Market.

1.64 “Order” means any decree, order, judgment, writ, judicial or arbitral award, injunction, verdict, determination, binding decision, rule or consent of or by an Authority.

1.65 “Ordinary Course of Business” means the ordinary course of business and practice of a Person; provided, that any actions taken by any Group Party in respect to COVID-19 or any COVID-19 Measures shall be deemed to be in the Ordinary Course of Business.

1.66 “Organizational Documents” means, with respect to any Person that is not an individual, its memorandum and articles of association or similar organizational documents, in each case, as amended and currently in effect.

1.67 “Permitted Liens” means (i) statutory Liens for Taxes, assessments or other charges by Governmental Authorities, in each case, not yet delinquent or the amount or validity of which is being contested in good faith; (ii) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which have been made available to the Acquiror or the Merger Subs; (iii) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the Ordinary Course of Business for amounts (A) that are not delinquent, (B) that are not material to the business, operations and financial condition of the Group Parties so encumbered, either individually or in the aggregate, (C) not resulting from a breach, default or violation by any of the Group Parties of any Contract or Law; (iv) the Liens set forth on Schedule 1.67; and (v) Liens that, individually or in the aggregate, would not reasonably be expected to have a Group Parties Material Adverse Effect.

1.68 “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

1.69 “Plans of Merger” means the written plans of merger containing such information with respect to the Acquisition Merger as required under section 170(2) of the BVI Business Companies Act for Plan of Merger I and Plan of Merger II, and which will be appended to the applicable Articles of Merger filed with the BVI Registrar of Corporate Affairs, and as further described in Section 2.2.

1.70 “Post-Combination Company” means the Acquiror following Closing.

1.71 “Proxy Statement” has the meaning set forth in Section 6.4.

1.72 “Real Property” means, collectively, all real properties and interests therein (including the right to use), together with all buildings, fixtures, trade fixtures, plant and other improvements located thereon or attached thereto; all rights arising out of use thereof (including air, water, oil and mineral rights); and all subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant thereto.

1.73 “Registration Statement” means the registration statement on Form S-1, or other appropriate form, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by the Acquiror under the Securities Act with respect to the Registration Statement Securities.

1.74 “Registration Statement Securities” has the meaning set forth in Section 6.4.

1.75 “Related Parties” means, with respect to a Person, such Person’s former, current and future direct or indirect equity holders, controlling Persons, shareholders, option holders, members, general or limited partners, Affiliates, Representatives, and each of their respective successors and assigns.

1.76 “Representatives” means employees, agents, officers, directors, representatives and advisors.

1.77 “Xxxxxxxx-Xxxxx Act” means the Xxxxxxxx-Xxxxx Act of 2002, as amended.

1.78 “SEC” means the Securities and Exchange Commission.

1.79 “Securities Act” means the Securities Act of 1933, as amended.

1.80 “Shareholder Representative” has the meaning set forth in Section 2.7.

1.81 “Sponsor” means AGBA Holding Limited.

1.82 “Subsidiary” or “Subsidiaries” means one or more entities of which at least fifty percent (50%) of the capital stock or other equity or voting securities are Controlled or owned, directly or indirectly, by the respective Person.

1.83 “TAG Audited Financial Statements” has the meaning set forth in Section 8.2.

1.84 “TAG Financial Statements” has the meaning set forth in Section 4.11(a).

1.85 “TAG Shareholder Approvals” means, collectively, the resolutions of the shareholders of B2B and Fintech, approving and adopting the Plans of Merger and the Articles of Merger and the resolutions of the shareholders of HKSub and OPH, approving the OPH Merger.

1.86 “Tangible Personal Property” means all tangible personal property and interests therein, including machinery, computers and accessories, furniture, office equipment, communications equipment, automobiles, trucks, forklifts and other vehicles owned or leased by the Group Parties and other tangible property, including the items listed on Schedule 4.13.

1.87 “Tax(es)” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

1.88 “Tax Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax.

1.89 “Taxing Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

1.90 “Third Party Consent” means any permission, consent, license, agreement, authorization or “right to use” required from a third party, including an Authority, whether under a Contract or otherwise.

1.91 “Transfer Taxes” means any transfer, documentary, sales, use, stamp, valued added, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement.

1.92 “UCC” means the Uniform Commercial Code of the State of New York, or any corresponding or succeeding provisions of Laws of the State of New York, or any corresponding or succeeding provisions of Laws, in each case as the same may have been and hereafter may be adopted, supplemented, modified, amended, restated or replaced from time to time.

1.93 “U.S. GAAP” means U.S. generally accepted accounting principles, consistently applied.

1.94 “Warrantor” has the meaning set forth in Article IV.

1.95 “Warrantor’s Knowledge” or “Knowledge of the Warrantor” means the actual knowledge or awareness as to a specific fact or event of the Persons whose names, employers and titles are as set forth in Schedule 1.95.

Article II

THE ACQUISITION MERGER

2.1 Acquisition Merger.

(a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable BVI Law, at the Effective Time, Merger Sub I shall be merged with and into B2B, upon which the separate corporate existence of Merger Sub I shall cease, and B2B shall continue as the surviving company under BVI Law and become a wholly owned subsidiary of the Acquiror.

(b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable BVI Law, at the Effective Time, Merger Sub II shall be merged with and into Fintech, upon which the separate corporate existence of Merger Sub II shall cease, and Fintech shall continue as the surviving company under BVI Law and become a wholly owned subsidiary of the Acquiror.

2.2 Closing; Effective Time. Unless this Agreement is earlier terminated in accordance with Article XII, the closing of the Acquisition Merger (the “Closing”) shall occur via the remote electronic exchange of documentation, unless otherwise agreed by the parties hereto, and shall be deemed to take place at the offices of Loeb & Loeb LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. local time, on a date no later than five (5) Business Days after the satisfaction or waiver of all the conditions set forth in Article IX, or at such other place and time as B2B, Fintech, and the Acquiror may mutually agree upon. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. Subject to the provisions of this Agreement, at the Closing, (i) B2B and Merger Sub I shall execute a plan of merger (“Plan of Merger I”) and articles of merger (“Articles of Merger I”); (ii) Fintech and Merger Sub II shall execute a plan of merger (“Plan of Merger II”) and articles of merger (“Articles of Merger II”), Plan of Merger II, together with Plan of Merger I, being the “Plans of Merger,” and Articles of Merger II together with Articles of Merger I, being the “Articles of Merger”, and (iii) the parties hereto shall cause the Acquisition Merger to be consummated under BVI Law by filing the Articles of Merger with the Registrar of Corporate Affairs of the British Virgin Islands in accordance with the relevant provisions of the BVI Business Companies Act (the date and time of the registration of such filings by the Registrar of Corporate Affairs of the British Virgin Islands, or such later time, not more than 30 calendar days from the registration of such filings, as may be agreed by B2B, Fintech, and the Acquiror in the their respective Articles of Merger, being the “Effective Time”).

2.3 Effect of the Acquisition Merger.

(a) At the Effective Time, the effect of the Acquisition Merger shall be provided for in (i) this Agreement, (ii) the Articles of Merger, (iii) the applicable provisions of the BVI Business Companies Act.

(b) Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of each of Merger Sub I and B2B shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of B2B, as the surviving company, which shall include the assumption by B2B of any and all agreements, covenants, duties, and obligations of Merger Sub I and B2B set forth in this Agreement to be performed after the Effective Time.

(c) Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of each of Merger Sub II and Fintech shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Fintech, as the surviving company, which shall include the assumption by Fintech of any and all agreements, covenants, duties and obligations of Merger Sub II and Fintech set forth in this Agreement to be performed after the Effective Time.

2.4 Board of Directors. As of the Closing, the Acquiror’s board of directors will consist of five (5) directors, who shall all be designated by TAG, in its capacity as the sole shareholder of B2B and Fintech, on their behalf, and a majority of whom shall qualify as independent directors under Nasdaq rules.

2.5 Cancellation of Treasury Shares. At the Closing Date, any securities of B2B and Fintech held in treasury shall be canceled and extinguished without any conversion thereof or payment therefor.

2.6 Further Assurances. Following the Closing, each of the parties hereto (including the Merger Subs upon their accession to this Agreement) shall, and shall cause their respective Affiliates to, execute and deliver such additional documents and instruments and take such further actions, as may be reasonably required to carry out the provisions of and give effect to the transactions contemplated by this Agreement.

2.7 Shareholder Representative. On or before Closing, TAG may appoint a shareholder representative who shall have the authority to act on behalf of TAG, in its capacity as the sole shareholder of B2B and Fintech, with respect to any actions or obligations of TAG under this Agreement (the “Shareholder Representative”); provided, however, that the Shareholder Representative shall not be entitled to take any action in respect of the Aggregate Stock Consideration, including voting as a shareholder of AGBA, or otherwise dispose of Acquiror Ordinary Shares. Promptly after such appointment, TAG shall inform the Acquiror of the contact details of the Shareholder Representative.

Article III
CONSIDERATION

3.1 Aggregate Stock Consideration. Upon and subject to the terms and conditions of this Agreement, on the Closing Date, the Acquiror shall issue the full amount of the Aggregate Stock Consideration, less the Holdback Shares, as directed by TAG, in its capacity as sole shareholder of B2B and Fintech, subject to compliance with applicable Law. Upon the expiry of the Survival Period, as defined in Section 10.4(a), the Acquiror shall issue the Holdback Shares as directed by TAG, in its capacity as sole shareholder of B2B and Fintech, subject to compliance with applicable Law, and deliver such Holdback Shares pursuant to the terms of Section 10.4. Upon the written agreement of the parties hereto, the Acquiror may deliver all or a portion of the Aggregate Stock Consideration in the form of cash, pursuant to payment mechanisms to be mutually agreed.

3.2 Effect of Merger on Group Parties’ Equity Securities.

(a) Conversion of Equity Securities.

At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of any party, all equity securities of B2B and of Fintech issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into TAG’s right to direct receipt of, without interest, the Aggregate Stock Consideration.

(b) Share Capital of Merger Sub I and Merger Sub II.

(i) Each share of Merger Sub I that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Acquisition Merger and without further action on the part of the Acquiror, as sole shareholder of Merger Sub I, be converted into and become one issued and outstanding ordinary share of, par value US$0.001 per share, of B2B, which shall constitute the only issued and outstanding shares of B2B immediately after the Effective Time, and shall be owned by Acquiror.

(ii) Each share of Merger Sub II that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Acquisition Merger and without further action on the part of the Acquiror, as the sole shareholder of Merger Sub II, be converted into and become one issued and outstanding ordinary share of, par value US$0.001 per share, of Fintech, which shall constitute the only issued and outstanding shares of Fintech immediately after the Effective Time, and shall be owned by Acquiror.

3.3 No Excluded Shares. The parties acknowledge that no issued and outstanding equity securities of B2B or of Fintech are owned by B2B or Fintech or any of their respective direct or indirect subsidiaries immediately prior to the Effective Time.

Article IV
REPRESENTATIONS AND WARRANTIES OF THE WARRANTOR

Except as set forth in the disclosure schedules delivered to the Acquiror simultaneously with the execution of this Agreement (the “Group Parties Disclosure Schedules”), TAG, in its capacity as sole shareholder of B2B and Fintech (and in such capacity referred to as the “Warrantor”), hereby represents and warrants to the Acquiror that each of the following representations and warranties are true, correct, and complete as of the date of this Agreement (or, if a specific date is indicated in any such statement, true and correct as of such specified date). References to B2B in this Article IV, except as set forth in Section 4.5, shall also refer to OPH for all periods prior to the Closing Date.

4.1 Corporate Existence and Power. Each of the Group Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed.Each Group Party has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on the Platform Business, in each case, as presently conducted in all material respects except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Group Parties. Each Group Party is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Group Parties Material Adverse Effect. The Group Parties have leased real properties located only at the addresses set forth on Schedule 4.1. All corporate actions taken by the Group Parties in connection with this Agreement and the Additional Documents will be duly authorized on or prior to the Closing.

4.2 Authorization. The execution, delivery and performance by the Warrantor of this Agreement and the Additional Agreements and the consummation by the Warrantor of the transactions contemplated hereby and thereby are within the corporate powers of the Warrantor and have been duly authorized by all necessary action on the part of the Warrantor. This Agreement constitutes, and, upon their execution and delivery, each of the Additional Agreements will constitute, a valid and legally binding agreement of the Warrantor, enforceable against the Warrantor in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

4.3 Governmental Authorization. Neither the execution, delivery nor performance by the Warrantor of this Agreement or any Additional Agreements requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with, any Authority (each such approval, a “Governmental Approval”) other than (a) the approvals listed on Schedule 4.3, and (b) where failure to obtain such consent, approval, license or take any such action or, would not reasonably be expected to have, individual or in the aggregate, a Group Parties Material Adverse Effect.

4.4 Non-Contravention. Except as set forth on Schedule 4.4, none of the execution, delivery or performance by the Warrantor of this Agreement or any Additional Agreements, and the consummation of the Acquisition Merger contemplated hereby and thereby, does or will (a) contravene or conflict with the Organizational Documents of the Warrantor, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the Warrantor, (c) constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Warrantor or require any payment or reimbursement or to a loss of any material benefit relating to the Platform Business to which the Warrantor is entitled under any provision of any Permit of or Contract which is an obligation binding upon the Warrantor or by which any of the Group Party’s assets is or may be bound, (d) result in the creation or imposition of any Lien on any of the Group Parties’ assets, (e) cause a loss of any material benefit relating to the Platform Business to which the Group Parties are entitled under any provision of any Permit or Contract binding upon the Group Parties, or (f) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Group Party’s assets, except, solely with respect to clauses (b) through (f), where such actions would not, individually or in the aggregate, have a Group Parties Material Adverse Effect.

4.5 Capitalization.

No issued and outstanding share capital of OPH (“OPH Capital Stock”) or Fintech (“Fintech Capital Stock”) is held in its treasury. All of the issued and outstanding OPH Capital Stock and Fintech Capital Stock has been duly authorized and validly issued and will be fully paid and non-assessable prior to the Closing and has not been issued in violation of any preemptive or similar rights of any Person. The only shares of B2B capital stock (“B2B Capital Stock”) and Fintech Capital Stock that will be outstanding immediately after the Closing will be B2B Capital Stock and Fintech Capital Stock owned by the Acquiror. No other class of capital stock of any of OPH or Fintech is authorized or outstanding. There are no: (a) outstanding subscriptions, options, warrants, rights (including phantom stock rights), calls, commitments, understandings, conversion rights, rights of exchange, plans or other agreements of any kind providing for the purchase, issuance or sale of any shares of OPH Capital Stock, Fintech Capital Stock or any other interest in OPH or Fintech, or (b) to the Knowledge of the Warrantor, agreements with respect to any OPH Capital Stock or Fintech Capital Stock, including any voting trust, other voting agreement or proxy with respect thereto. As of a time prior to the Closing, HKSub has been merged into OPH.

4.6 Organizational Documents. Copies of the Organizational Documents of each Group Party have heretofore been made available to the Acquiror, and such copies are each true and complete copies of such instruments as amended and in effect on the date hereof. No Group Party has taken any action in violation or derogation of its Organizational Documents such that would reasonably be expected to, individually or in the aggregate, have a Group Parties Material Adverse Effect.

4.7 Corporate Records. All proceedings material to the business and operations of the Group Parties taken as a whole occurring since October 1, 2017 of the boards of directors of the Group Parties, including committees thereof, and all consents to actions taken thereby, are accurately reflected in all material respects in the minutes and records contained in the corporate minute books of the Group Parties. The stock ledgers and stock transfer books of the Group Parties are complete and accurate. The stock ledgers and stock transfer books and minute book records of the Group Parties relating to all issuances and transfers of stock by the Group Parties, and all proceedings of the board of directors, including committees thereof, and shareholders of the Group Parties since October 1, 2017, have been made available to the Acquiror, and are the original stock ledgers and stock transfer books and minute book records of the Group Parties or true, correct and complete copies thereof in all material respects.

4.8 Assumed Names. Schedule 4.8 is a complete and correct list of all assumed or “doing business as” names currently or, within five (5) years prior to the date of this Agreement used by the Group Parties, including names on any websites. Since June 30, 2019, to the Knowledge of the Warrantor, none of the Group Parties has used any name other than the names listed on Schedule 4.8 to conduct the Platform Business. Each Group Party has filed appropriate “doing business as” certificates in all applicable jurisdictions with respect to itself, except where such failure has not had and would not reasonably be expected to, individually or in the aggregate, have a Group Parties Material Adverse Effect.

4.9 Subsidiaries. Schedule 4.9 sets forth the name of each Subsidiary of OPH and Fintech, and with respect to each Subsidiary, its jurisdiction of organization, its authorized shares or other equity interests (if applicable), and the number of issued and outstanding shares or other equity interests and the record holders and beneficial owners thereof. Except as set forth on Schedule 4.9 as the case may be, (i) all of the outstanding equity securities of each Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), were offered, sold and delivered in material compliance with all applicable securities Laws, and are owned by OPH, Fintech or one of their Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents); (ii) there are no Contracts to which OPH, Fintech or any of their Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the shares or other equity interests of any Subsidiary other than the Organizational Documents of any such Subsidiary; (iii) there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary is a party or which are binding upon any Subsidiary providing for the issuance or redemption of any shares or other equity interests in or of any Subsidiary; (iv) there are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary; (v) no Subsidiary of OPH or Fintech has any limitation on its ability to make any distributions or dividends to its equity holders, whether by Contract, Order or applicable Law; (vi) except for the equity interests of the Subsidiaries listed on Schedule 4.9, neither OPH nor Fintech owns or has any rights to acquire, directly or indirectly, any shares or other equity interests of, or otherwise Control, any Person; (vii) none of the Group Parties is a participant in any joint venture, partnership or similar arrangement, and (viii) there are no outstanding Contracts to which members of the Group Parties are party requiring such Person to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

4.10 Consents. The Contracts listed on Schedule 4.10 are the only Contracts binding upon the Group Parties or by which any of the Group Parties’ assets are bound, requiring a consent, approval, authorization, order or other action of or filing with any Person as a result of the execution, delivery and performance of this Agreement or any of the Additional Agreements or the consummation of the transactions contemplated hereby or thereby, other than such consents, approvals, authorizations, orders or other actions or filings which, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Group Parties Material Adverse Effect.

4.11 Financial Statements.

(a) Schedule 4.11 includes (i) the unaudited combined consolidated financial statements of OPH and Fintech as of and for the fiscal years ended December 31, 2020 and 2019, consisting of the unaudited consolidated balance sheets as of such date, the unaudited consolidated income statements and the unaudited consolidated cash flow statements for the twelve (12) month periods ended on such date, and (ii) the unaudited combined consolidated financial statements of OPH and Fintech as of and for the six (6) month period ended June 30, 2021, consisting of the unaudited consolidated balance sheets as of such date, the unaudited consolidated income statement for the six (6) month periods ended on such date, and the unaudited consolidated cash flow statements for the six (6) month periods ended on such date (collectively, the “TAG Unaudited Financial Statements,” and together with the TAG Audited Financial Statements, the “TAG Financial Statements”). Schedule 4.11 shall be provided within fifteen (15) days from the Signing Date.

(b) The TAG Financial Statements are complete and accurate and fairly present in all material respects the financial position of the Group Parties as of the dates thereof and the results of operations of the Group Parties for the periods reflected therein in conformity with U.S. GAAP. The TAG Financial Statements (i) were prepared from the Books and Records of the Group Parties (except as expressly noted therein); (ii) were prepared on an accrual basis in accordance with its applicable accounting standards consistently applied; and (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Group Parties’ financial condition as of their dates including for all warranty, maintenance, service and indemnification obligations.

(c) Except as specifically disclosed, reflected or fully reserved against on the TAG Financial Statements, and for Liabilities and obligations of a similar nature and in similar amounts incurred in the Ordinary Course of Business since the Balance Sheet Date, there are no Liabilities, debts or obligations of any nature (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or otherwise) relating to the Group Parties that would be required to be set forth on the TAG Financial Statements in accordance with U.S. GAAP except as would not have, individually or in the aggregate, a Group Parties Material Adverse Effect.

(d) B2B and Fintech have established and maintained a system of internal accounting controls. To the Group Parties’ Knowledge, such internal controls are sufficient to provide reasonable assurance regarding the reliability of B2B’s and Fintech’s financial reporting and the preparation of the TAG Financial Statements for external purposes in accordance with U.S. GAAP.

(e) There are no outstanding loans or other extensions of credit made by the Group Parties to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Group Parties. No Group Party has taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.

(f) Except as otherwise noted in the TAG Financial Statements, the accounts and notes receivable reflected in the TAG Financial Statements: (i) arose from bona fide sales transactions in the Ordinary Course of Business and are payable on ordinary trade terms, (ii) to the Warrantor’s Knowledge, are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) to the Warrantor’s Knowledge, are not subject to any valid set-off or counterclaim to which any Group Party has been notified in writing as of the Signing Date except to the extent set forth in such balance sheet contained therein, and (iv) are not the subject of any actions or proceedings brought by or on behalf of any Group Party as of the Signing Date.

4.12 Books and Records. All Contracts, documents, and other papers or copies thereof delivered to the Acquiror by or on behalf of the Group Parties are accurate, complete, and authentic in all material respects.

(a) The Books and Records accurately and fairly, in all material respects and in reasonable detail, reflect the transactions and dispositions of assets of and the providing of services by the Group Parties. The Group Parties maintain a system of internal accounting controls that are designed to provide reasonable assurance that:

(i) transactions are executed only in accordance with the respective management’s authorization;

(ii) all income and expense items are promptly and properly recorded for the relevant periods in accordance with the revenue recognition and expense policies maintained by the Group Parties, as permitted by U.S. GAAP;

(iii) access to assets is permitted only in accordance with the respective management’s authorization; and

(iv) recorded assets are compared with existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.

(b) All accounts, books and ledgers of the Group Parties have been properly and accurately kept and completed in all material respects, and to the Knowledge of the Group Parties there are no material inaccuracies or discrepancies of any kind contained or reflected therein. Except as disclosed on Schedule 4.12(b), no Group Party has any records, systems controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any mechanical, electronic or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct control of the Group Parties and which is not located at the relevant office.

4.13 Absence of Certain Changes. Since the Balance Sheet Date, the Group Parties have conducted the Platform Business in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as set forth on Schedule 4.13, since the Balance Sheet Date, there has not been, with respect to any Group Party:

(a) any event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Group Parties Material Adverse Effect;

(b) any action the Group Parties have taken that if taken after the date hereof would require the Acquiror’s consent pursuant to Section 7.1; or

(c) any binding commitment or agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

4.14 Properties; Title to the Group Parties’ Assets.

(a) Except as set forth on Schedule 4.14(a) or as would not reasonably be expected to, individually or in the aggregate, have a Group Parties Material Adverse Effect, the items of Tangible Personal Property have no defects, are in good operating condition and repair and function in accordance with their intended uses (ordinary wear and tear excepted) and have been properly maintained, and are suitable for their present uses and meet all specifications and warranty requirements with respect thereto.

(b) All of the Tangible Personal Property is located at the offices of the Group Parties.

(c) Except as would not reasonably be expected to, individually or in the aggregate, have a Group Parties Material Adverse Effect, the Group Parties have good, valid and marketable title in and to, or in the case of the Leases and the assets which are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use, all of the Tangible Personal Property reflected on the TAG Financial Statements or acquired thereafter prior to the date hereof. Except as set forth on Schedule 4.14(c), no such Tangible Personal Property is subject to any Liens other than Permitted Liens. Except as would not reasonably be expected to, individually or in the aggregate, have a Group Parties Material Adverse Effect, the Group Parties’ assets constitute all of the assets of any kind or description whatsoever, including goodwill, for the Group Parties to operate the Platform Business immediately after the Closing in the same manner as the Platform Business is being conducted as of the date of this Agreement.

4.15 Litigation and Claims. Except as set forth on Schedule 4.15, there is no Action (or any basis therefore) pending, or to the best Knowledge of the Group Parties, threatened (i) against or affecting, the Group Parties, any of its directors, the Platform Business, or any of the Group Parties’ assets other than in the Ordinary Course of Business; or (ii) against or by the Group Parties or any Affiliate of Group Parties that challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or by the Additional Agreements or materially impair the ability of the Group Parties to perform their obligations hereunder. There are no outstanding Orders and no judgments, penalties or awards against or affecting a Group Party that would, individually or in the aggregate, reasonably to be expected to have a material adverse effect on the ability of a Group Party to enter into and perform its obligations under this Agreement. No Group Party is and has been in the past five (5) years, subject to any proceeding with any Authority, other than as would not reasonably be expected to have, individually or in the aggregate, a Group Parties Material Adverse Effect.

4.16 Contracts.

(a) Schedule 4.16(a) lists all material Contracts, oral or written (collectively, “Material Contracts”) to which any Group Party is a party, and which are currently in effect and constitute the following:

(i) all Contracts that require annual payments or expenses by, or annual payments or income to, a Group Party of US$5,000,000 (or its Hong Kong Dollar equivalent) or more (other than standard purchase and sale orders entered into in the Ordinary Course of Business);

(ii) all sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and agreements, in each case requiring the payment of any commissions by a Group Party in excess of US$5,000,000 (or its Hong Kong Dollar equivalent) annually;

(iii) all employment Contracts, employee leasing Contracts, and consultant and sales representatives Contracts with any current or former officer, director, employee or consultant of a Group Party or other Person, under which the Group Parties (A) has continuing obligations for payment of annual compensation of at least US$1,000,000 (or its Hong Kong Dollar equivalent) (other than oral arrangements for at-will employment), (B) has severance or post termination obligations to such Person in excess of US$1,000,000 (or its Hong Kong Dollar equivalent) on an annual basis (other than COBRA obligations), or (C) has an obligation to make a payment solely upon consummation of the transactions contemplated hereby or solely as a result of a change of control of a Group Party;

(iv) all Contracts creating a joint venture, strategic alliance, limited liability company and partnership agreements to which the Group Party is a party;

(v) all Contracts relating to any acquisitions or dispositions of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);

(vi) all Contracts for material licensing agreements, including Contracts licensing Intellectual Property Rights, other than “shrink wrap” licenses or licenses for commercially available, non-customized software or Contracts for the license of any intellectual property rights having an annual license fee of less than US$1,000,000 (or its Hong Kong Dollar equivalent);

(vii) all Contracts relating to confidentiality and non-disclosure agreements restricting the conduct of a Group Party in any material manner or materially limiting the freedom of the Group Parties, taken as a whole, to compete in any line of business or with any Person or in any geographic area;

(viii) all Contracts relating to patents, trademarks, service marks, trade names, brands, copyrights, trade secrets and other Intellectual Property Rights owned by the Group Parties, excluding customer contracts or licenses granted by a Group Party in the Ordinary Course of Business;

(ix) all Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Group Parties, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations, which, individually or in an aggregate, involve potential payments thereunder in excess of US$3,000,000 (or its Hong Kong Dollar equivalent)

(x) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which a Group Party holds a leasehold interest (including the Leases) and which involve payments to the lessor thereunder in excess of US$500,000 (or its Hong Kong Dollar equivalent) per month;

(xi) all Contracts relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and lines of credit, in each instance, for amounts over US$1,000,000 (or its Hong Kong Dollar equivalent) individually;

(xii) any Contract relating to the voting or control of the equity interests of the Group Parties or the election of directors of a Group Party (other than the Organizational Documents of the Group Parties);

(xiii) any Contract not cancellable by the Group Parties with no more than 60 days’ notice if the effect of such cancellation would result in monetary penalty to a Group Party in excess of US$3,000,000 (or its Hong Kong Dollar equivalent) per the terms of such Contract;

(xiv) any Contract that can be terminated, or the provisions of which are altered, solely as a result of the consummation of the transactions contemplated by this Agreement or any of the Additional Agreements to which a Group Party is a party; and

(xv) any Contract for which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated by this Agreement that would be material to the Group Parties, taken as a whole.

(b) Except as set forth on Schedule 4.16(b), each Material Contract is a valid and binding agreement, and is in full force and effect, and neither a Group Party nor, to the Warrantor’s Knowledge, any other party thereto, is in breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract where such breach or default would not, individual or in the aggregate, has a Group Parties Material Adverse Effect. Except as set forth on Schedule 4.16(b), no Group Party has assigned, delegated, or otherwise transferred any of its rights or obligations with respect to any Material Contracts, or granted any power of attorney with respect thereto or to any of the Group Parties’ assets. Except as set forth on Schedule 4.16(b), no Contract imposes any non-competition covenants that may materially restrict the Platform Business or require any material payments by or with respect to the Acquiror or any of its Affiliates solely as a result of the consummation of the transaction contemplated hereby. The Group Parties previously provided to the Acquiror true and correct (A) fully executed copies of each written Material Contract and (B) written summaries of each oral Material Contract.

(c) Except as set forth on Schedule 4.16(c), none of the execution, delivery or performance by XXX, X0X, X0XXxx, HKSub, OPH and Fintech of this Agreement or the Additional Agreements to which either of them is a party or the consummation by either of them of the transactions contemplated hereby or thereby constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any obligation of a Group Party or to a loss of any material benefit to which the Group Parties is entitled under any provision of any Material Contract.

(d) Except as set forth on Schedule 4.16(d), the Group Parties are in compliance with all covenants, including all financial covenants, all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness included as a Material Contract that is not being repaid prior to the Closing.

4.17 Licenses and Permits. Schedule 4.17 correctly lists each license, franchise, permit, order or approval or other similar authorization affecting, or relating in any way to, the Platform Business, together with the name of the Authority issuing the same which are material to the business and operations of the Group Parties (the “Permits”). Except as indicated on Schedule 4.17, such Permits are valid and in full force and effect, and none of the Permits will, assuming the related Third Party Consent has been obtained or waived prior to the Closing Date, be terminated or impaired or become terminable as a result of the transactions contemplated hereby. The Group Parties have all Permits necessary to operate the Platform Business, except for the failure to have, individually or in the aggregate, any Permits that would not be reasonably expected to have a Group Parties Material Adverse Effect.

4.18 Compliance with Laws. Except as set forth on Schedule 4.18(a), no Group Party is in violation of any Law, the violation of which would not be reasonably expected to have a Group Parties Material Adverse Effect, and, to the Knowledge of the Group Parties, no Group Party is under investigation with respect to a violation of any such Law or Order nor has any Group Party received any written notice of any such violation.

(a) Without limiting the foregoing paragraph, except as set forth on Schedule 4.18(a), no Group Party is in violation of, the violation of which would not be reasonably expected to have a Group Parties Material Adverse Effect, and no Group Party is under investigation with respect to a violation of, nor has any Group Party received any notice of any such violation of, any provisions of:

(i) any Law applicable due to the specific nature of the Platform Business;

(ii) the Foreign Corrupt Practices Act of 1977 (§§ 78dd-1 et seq.), as amended (the “Foreign Corrupt Practices Act”); or

(iii) any comparable or similar Law of any jurisdiction in which the Group Parties conduct business.

(b) Except as set forth on Schedule 4.18(b), no Permit, other than those held by a Group Party, is required by a Group Party in the conduct of the Platform Business under any of the Laws described in this Section 4.18 other than those Permits the failure to hold would not be reasonably expected to have a Group Parties Material Adverse Effect.

4.19 Intellectual Property.

(a) Schedule 4.19(a) sets forth a true, correct and complete list of all registered or pending applications for Intellectual Property Rights owned by a Group Party, specifying as to each, as applicable: (i) the nature of such Intellectual Property Right; (ii) the owner of such Intellectual Property Right; (iii) the jurisdictions by or in which such Intellectual Property Right has been issued or registered or in which an application for such issuance or registration has been filed; and (iv) all licenses, sublicenses and other agreements pursuant to which any Person is authorized to use such Intellectual Property Right.

(b) Within the past five (5) years (or prior thereto if the same is still pending or subject to appeal or reinstatement) no Group Party has been sued or charged in writing with or been a defendant in any Action that involves a claim of infringement of any intellectual property rights, and the Group Parties have no knowledge of any other claim of infringement by a Group Party, and no knowledge of any continuing infringement by any other Person of any Intellectual Property Rights of a Group Party.

(c) To the Knowledge of the Group Parties, the current use by the Group Parties of the Intellectual Property Rights does not infringe, and the use by the Group Parties of the Intellectual Property Rights after the closing will not infringe, the rights of any other Person. Any material Intellectual Property Rights used by the Group Parties in the performance of any services under any Contract is, and upon the performance of such Contract remains, owned by the Group Parties and no client, customer or other third-party has any claim of ownership on the Intellectual Property Rights.

(d) Except as disclosed on Schedule 4.19(d), all employees, agents, consultants or contractors who have contributed to or participated in the creation or development of any copyrightable, patentable or trade secret material on behalf of the Group Party or any predecessor in interest thereto either: (i) is a party to a “work-for-hire” agreement under which the Group Party is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of the Group Party (or such predecessor in interest, as applicable) all right, title and interest in such material.

(e) None of the execution, delivery or performance by the Group Parties of this Agreement or any of the Additional Agreements to which X0X, X0XXxx, HKSub, OPH or Fintech is a party or the consummation by the Group Parties of the transactions contemplated hereby or thereby will cause any material item of Intellectual Property Rights owned, licensed, used or held for use by the Group Parties immediately prior to the Closing to not be owned, licensed or available for use by the Group Parties on substantially the same terms and conditions immediately following the Closing.

(f) The Group Parties have taken commercially reasonable measures to safeguard and maintain the confidentiality and value of all trade secrets and other items of Intellectual Property that are confidential and all other confidential information, data and materials licensed by the Group Parties or otherwise used in the operation of the Platform Business.

4.20 Employees.

(a) Schedule 4.20(a) sets forth a true, correct, and complete list of each of the Key Personnel of the Group Parties as of June 30, 2021, setting forth the name and title for each such person.

(b) Except as set forth on Schedule 4.20(b), the Group Parties are not a party to or subject to any employment contract, consulting agreement, collective bargaining agreement, confidentiality agreement restricting the activities of the Group Parties, non-competition agreement restricting the activities of the Group Parties, or any similar agreement, and there has been no activity or proceeding by a labor union or representative thereof to organize any employees of the Group Parties.

(c) There are no pending or, to the Knowledge of the Group Parties and the Knowledge of the Warrantor, threatened claims or proceedings against the Group Parties under any worker’s compensation policy or long-term disability policy.

4.21 Employment Matters.

(a) Schedule 4.21(a) sets forth a true and complete list of every employment agreement exceeding US$1,000,000 (or its Hong Kong Dollar equivalent) in annual salary, commission agreement, employee group or executive medical, life, or disability insurance plan, and each incentive, bonus, profit sharing, retirement, deferred compensation, equity, phantom stock, stock option, stock purchase, stock appreciation right or severance plan of a Group Party now in effect or under which a Group Party has or might have any obligation, or any understanding between a Group Party and any employee concerning the terms of such employee’s employment that does not apply to the Group Party’s employees generally (collectively, “Labor Agreements”). The Group Parties have previously delivered to the Acquiror true and complete copies of each such Labor Agreement, any employee handbook or policy statement of each Group Party, and complete and correct information concerning each Group Party’s employees.

(b) Except as disclosed on Schedule 4.21(b):

(i) to the Knowledge of the Group Parties, no employee of the Group Parties, in the ordinary course of his or her duties, has breached or will breach any obligation to a former employer in respect of any covenant against competition or soliciting clients or employees or servicing clients or confidentiality or any proprietary right of such former employer;

(ii) to the Knowledge of the Group Parties, as of the Signing Date, none of the officers of the Group Parties has indicated an intent to terminate his or her employment with the Group Parties. The Group Parties are in compliance in all material respects and, to the Group Parties’ Knowledge, each of its employees and consultants is in compliance in all material respects, with the terms of the respective employment and consulting agreements between the Group Parties and such individuals; and

(iii) no Group Party is a party to any collective bargaining agreement or has any material labor relations problems, and there is no pending representation question or union organizing activity respecting employees of the Group Parties.

4.22 Withholding. Except as disclosed on Schedule 4.22, all obligations of the Group Parties applicable to its employees, whether arising by operation of Law, by Contract, by past custom or otherwise, or attributable to payments by the Group Parties to trusts or other funds or to any Authority, with respect to unemployment compensation benefits, social security benefits or any other benefits for its employees with respect to the employment of said employees through the date hereof have been paid or adequate accruals therefor have been made on the TAG Financial Statements. Except as disclosed on Schedule 4.22, all reasonably anticipated obligations of the Group Parties with respect to such employees (except for those related to wages during the pay period immediately prior to the Closing Date and arising in the Ordinary Course of Business), whether arising by operation of Law, by Contract or otherwise, for salaries and holiday pay, bonuses and other forms of compensation payable to such employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by (or properly accrued for) the Group Parties prior to the Closing Date.

4.23 Real Property.

(a) Except as set forth on Schedule 4.23, the Group Parties do not own, or otherwise have an ownership interest in, any Real Property, including under any Real Property lease, sublease, space sharing, license or other occupancy agreement. Each Group Party has good, valid and subsisting title to its respective leasehold estates in the offices described on Schedule 4.23, free and clear of all Liens. No Group Party has breached or violated any local zoning ordinance in any way that would materially interfere with the Group Parties, and no written notice from any Authority has been received by a Group Party or served upon a Group Party claiming any violation of any local zoning ordinance.

(b) With respect to each of the Leases: (i) it is valid, binding and in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the lessee has been in peaceable possession since the commencement of the original term thereof; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (v) there exist no default or event of default thereunder by the Group Parties, by any other party thereto; (vi) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by the Group Parties thereunder; and (vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Group Parties hold the leasehold estate on each of the Leases, free and clear of all Liens except for the Liens of mortgagees of the Real Property in which such leasehold estate is located. The Real Property leased by any Group Party is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the leased Real Properties. Such Group Party is in physical possession and actual and exclusive occupation of the whole of the leased property, none of which is subleased or assigned to another Person. Each of the Leases provides for the leasing of all useable square footage of the premise located at the leased Real Property. The Group Parties does not owe any brokerage commission with respect to any Real Property.

4.24 Accounts. Schedule 4.24 sets forth a true, complete and correct list of the checking accounts, deposit accounts, safe deposit boxes, and brokerage, commodity and similar accounts of the Group Parties, including the account number and name, the name of each depositary or financial institution and the relevant currency for each account.

4.25 Tax Matters.

(a) (i) Each Group Party has duly and timely filed all material Tax Returns which are required to be filed by or with respect to it, and has paid all material Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material aspects and disclose all Taxes required to be paid; (iii) except as set forth on Schedule 4.25, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the best Knowledge of the Group Parties, threatened, with respect to Taxes of the Group Parties or for which a Lien (except for Permitted Liens) may be imposed upon any of the Group Parties’ assets and, to the best Knowledge of the Warrantor, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Group Parties for which a Lien may be imposed on any of the Group Parties’ assets has been waived or extended, which waiver or extension is in effect; (vi) each Group Party has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all material Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by a Group Party; (vii) there is no Lien for Taxes (other than Permitted Liens) upon any of the assets of the Group Parties; (viii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement, with respect to the Group Parties; (ix) no claim has ever been made by a Taxing Authority in a jurisdiction where such Group Party has not paid any Tax or filed Tax Returns, asserting that the Group Party is or may be subject to Tax in such jurisdiction; (x) the Group Parties have provided to the Acquiror true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2018; (xi) there is no outstanding power of attorney from the Group Parties authorizing anyone to act on behalf of the Group Parties in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Group Parties; (xii) any Group Party is not, and has ever been, a party to any Tax sharing or Tax allocation Contract (other than a commercial agreement the primary purpose of which is not the sharing of Taxes); (xiii) any Group Party is not currently and has never been included in any consolidated, combined or unitary Tax Return; (xiv) to the Knowledge of the Warrantor, no issue has been raised by a Taxing Authority in any prior Action relating to the Group Parties with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Group Parties for any other period; and (xv) no Group Party has requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed.

(b) The unpaid Taxes of the Group Parties (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the TAG Financial Statements and (ii) to the Knowledge of the Group Parties, will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Group Parties in filing its Tax Return.

4.26 Environmental Laws.

(a) Except as set forth in Schedule 4.26(a), no Group Party has (i) received any written notice of any alleged claim, violation of or Liability under any Environmental Law which has not heretofore been cured or for which there is any remaining liability; (ii) disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any Liability or corrective or remedial obligation under any Environmental Laws; or (iii) entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of a Group Party, except in each case as would not, individually or in the aggregate, have a Group Parties Material Adverse Effect.

(b) The Group Parties have delivered to the Acquiror all material records in its possession concerning the Hazardous Materials Activities of a Group Party and all environmental audits and environmental assessments in the possession or control of a Group Party of any facility currently owned, leased or used by a Group Party which identifies the potential for any violations of Environmental Law or the presence of Hazardous Materials on any property currently owned, leased or used by a Group Party.

(c) Except as set forth on Schedule 4.26(c), to the Knowledge of the Warrantor, there are no Hazardous Materials in, on, or under any properties owned, leased or used at any time by Group Parties such as could give rise to any material liability or corrective or remedial obligation of a Group Party under any Environmental Laws.

4.27 Finders’ Fees. Except as set forth on Schedule 4.27, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of a Group Party or any of its Affiliates who might be entitled to any fee or commission from the Acquiror or any of its Affiliates (including a Group Party following the Closing) upon consummation of the transactions contemplated by this Agreement.

4.28 Powers of Attorney and Suretyships. Except as set forth on Schedule 4.28, the Group Parties do not have any general or special powers of attorney outstanding (whether as grantor or grantee thereof) or any obligation or liability (whether actual, accrued, accruing, contingent, or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person.

4.29 Directors. Schedule 4.29 sets forth a true, correct, and complete list of all directors of the Group Parties as of date of this Agreement.

4.30 Certain Business Practices. Except as would not reasonably be expected to have a Group Parties Material Adverse Effect, neither the Group Parties, nor any of their directors, agents or employees, in each case acting in their capacities as such, have (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act or (iii) made any other unlawful payment. Neither the Group Parties, nor any of their directors, officers or employees, nor to the Knowledge of the Warrantor any of their agents, in each case acting in their capacities as such, have, since October 1, 2015, directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Group Parties or assist the Group Parties in connection with any actual or proposed transaction, which, if not given could reasonably be expected to have had a Group Parties Material Adverse Effect, or which, if not continued in the future, could reasonably be expected to adversely affect the business or prospects of the Group Parties that could reasonably be expected to subject the Group Parties to suit or penalty in any private or governmental litigation or proceeding.

4.31 Money Laundering Laws. The operations of the Group Parties are and have been conducted at all times in compliance with laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Authority (collectively, the “Money Laundering Laws”), and no Action involving the Group Parties with respect to the Money Laundering Laws is pending or, to the Knowledge of the Group Parties and the Knowledge of the Group Parties, threatened.

4.32 Not an Investment Company. No Group Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

4.33 No Other Representations and Warranties. Except as provided in this Article IV, the statement contained in the Group Parties Disclosure Schedules, and any certificate or other document furnished or to be furnished in connection with the Acquiror’s due diligence review, the Acquiror acknowledges and agrees that neither the Group Parties, or any Affiliates of the Group Parties, nor any of their respective directors, managers, officers, employees, equity holders, partners, members or representatives has made, or is making, and the Acquiror is not relying upon, any representation or warranty whatsoever to the Acquiror or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Acquiror.

4.34 Representations and Warranties of OPH and Fintech. Each of OPH and Fintech hereby represent and warrant to the Acquiror that each of the representations and warranties in Sections 4.1 to 4.5 are true, correct, and complete with respect to each of them.

Article V
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE MERGER SUBS

Except as set forth in the disclosure schedules delivered to the Group Parties simultaneously with the execution of this Agreement (the “Acquiror Disclosure Schedules”), the Acquiror hereby represents and warrants to the Group Parties that each of the following representations and warranties are true, correct and complete as of the date of this Agreement, except as disclosed in Acquiror SEC Documents filed prior to the date of this Agreement (without giving effect to any amendment or supplement to any such Acquiror SEC Documents filed on or after the date of this Agreement and excluding statements in any “Risk Factors” sections and any disclosure of risks included in any “forward-looking statements” disclaimer).

5.1 Corporate Existence and Power. The Acquiror is a British Virgin Islands business company duly incorporated, validly existing, and in good standing under BVI Law.

5.2 Corporate Authorization. The execution, delivery and performance by the Acquiror of this Agreement and the Additional Agreements and the consummation by the Acquiror of the transactions contemplated hereby and thereby are within the corporate powers of the Acquiror and have been duly authorized by all necessary corporate action on the part of the Acquiror. This Agreement has been duly executed and delivered by the Acquiror and it constitutes, and upon its execution and delivery, the Additional Agreements will constitute, a valid and legally binding agreement of the Acquiror, enforceable against them in accordance with its terms. The affirmative vote of holders of (i) a majority of the outstanding shares of Acquiror Ordinary Shares, to approve the proposals to be set forth in the Proxy Statement and (ii) a majority of the outstanding shares of Acquiror Ordinary Shares to approve the adoption of the Amended Charter, at Acquiror Extraordinary General Meeting in accordance with applicable Law are required prior to the Closing.

5.3 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

5.4 Non-Contravention. The execution, delivery and performance by the Acquiror of this Agreement do not and will not (i) provide that holders of fewer than the number of shares of Acquiror Ordinary Shares specified in the Acquiror’s Organizational Documents exercise its redemption rights with respect to such transaction, contravene or conflict with the organizational or constitutive documents of the Acquiror, or (ii) contravene or conflict with or constitute a violation of any provision of any Law, judgment, injunction, order, writ, or decree binding upon the Acquiror.

5.5 Finders’ Fees. Except for the Deferred Underwriting Amount and except as set forth on Schedule 5.5, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Acquiror or its Affiliates who might be entitled to any fee or commission from the Group Parties, or any of their Affiliates upon consummation of the transactions contemplated by this Agreement or any of the Additional Agreements.

5.6 Issuance of Shares. The Aggregate Stock Consideration when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable.

5.7 Capitalization.

(a) The authorized capital stock of the Acquiror consists of 100,000,000 Acquiror Ordinary Shares, par value US$0.001 per share, of which 5,338,110 Acquiror Ordinary Shares are issued and outstanding as of the date hereof and which will subsequently be reduced to 5,021,607 Acquiror Ordinary Shares pursuant to certain Acquiror Securities Redemptions scheduled to occur after the Signing Date, on or about November 18, 2021. 441,600 Acquiror Ordinary Shares are reserved for issuance upon the exercise of Acquiror Units underlying Acquiror UPOs, and another 2,895,000 Acquiror Ordinary Shares are reserved for issuance with respect to Acquiror Warrants and Acquiror Rights. No other shares of capital stock or other securities of the Acquiror are issued, reserved for issuance or outstanding. All issued and outstanding Acquiror Ordinary Share are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of BVI Law, the Acquiror’s Organizational Documents or any contract to which the Acquiror is a party or by which the Acquiror is bound. Except as set forth in the Acquiror’s Organizational Documents, there are no outstanding contractual obligations of the Acquiror to repurchase, redeem or otherwise acquire any Acquiror Ordinary Share or any other securities of the Acquiror. There are no outstanding contractual obligations of the Acquiror to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

(b) Except as set forth in Acquiror SEC Documents and except as otherwise provided in this Agreement or consented to in writing by the Group Parties, the Acquiror has no convertible securities, exchangeable securities, warrants, options or other rights outstanding that, pursuant to their terms, as a result of the consummation of the transactions contemplated hereby, will become convertible, exchangeable or exercisable of any shares, warrants, options or other securities of the Acquiror.

5.8 Information Supplied

(a). None of the information supplied or to be supplied by the Acquiror expressly for inclusion or incorporation by reference in the filings with the SEC and mailings to the Acquiror’s shareholders with respect to the solicitation of proxies to approve the transactions contemplated hereby will, at the date of filing and/or mailing, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Acquiror or that is included in Acquiror SEC Documents). No material information provided by the Acquiror to the Group Parties in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby is untrue or omits any required material fact.

5.9 Litigation. As of the date of this Agreement, there is no Action (or any basis therefore) pending against, or to the knowledge of the Acquiror threatened against or affecting, the Acquiror, any of its officers or directors, or any Acquiror Ordinary Shares before any court, Authority or official or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or by the Additional Agreements or that, individually or in the aggregate, would be material to the Acquiror. There are no outstanding judgments against the Acquiror. The Acquiror is not, and has not previously been, subject to any legal proceeding with any Authority.

5.10 Trust Fund. As of the date of this Agreement, the Acquiror has at least US$43.3 million (which will be reduced to approximately US$39.9 million following certain Acquiror Securities Redemptions scheduled to occur after the Signing Date, on or about November 18, 2021) in the trust fund established by the Acquiror for the benefit of its public shareholders (the “Trust Fund”) in a trust account at Xxxxxx Xxxxxxx in the United States (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of May 14, 2019, between the Acquiror and the Trustee (the “Trust Agreement”). The Acquiror has not amended, waived or otherwise changed and will not amend, waive or otherwise change the Trust Agreement in any manner adverse to the Acquiror.

5.11 Listing. The Acquiror Ordinary Shares are listed on the Nasdaq Capital Market, with trading ticker AGBA.

5.12 No Market Manipulation. Neither the Acquiror nor its Affiliates have taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of Acquiror Ordinary Shares to facilitate the sale or resale of Acquiror Ordinary Shares or affect the price at which Acquiror Ordinary Shares may be issued or resold; provided, however, that this provision shall not prevent the Acquiror from engaging in investor relations or public relations activities consistent with past practices.

5.13 Xxxxxxxx-Xxxxx Act. The Acquiror is in compliance with applicable requirements of the Xxxxxxxx-Xxxxx Act and applicable rules and regulations promulgated by the SEC thereunder in effect as of the date of this Agreement, except where such noncompliance could not be reasonably expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.

5.14 Not an Investment Company. The Acquiror is not an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended.

5.15 Board Approval. The Acquiror’s board of directors (including any required committee or subgroup of such board) has, as of the date of this Agreement, unanimously (i) declared the advisability of the transactions contemplated by this Agreement, (ii) determined that the transactions contemplated hereby are in the best interests of the shareholders of the Acquiror and (iii) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in the Acquiror’s Organizational Documents.

5.16 Acquiror SEC Documents and Financial Statements.

(a) The Acquiror has timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by the Acquiror with the SEC since the Acquiror’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will timely file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement (the “Additional Acquiror SEC Documents”). The Acquiror has made available to the Group Parties copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through XXXXX for at least two (2) days prior to the date of this Agreement: (i) the Acquiror’s Annual Reports on Form 10-K for each fiscal year of the Acquiror beginning with the first year the Acquiror was required to file such a form, (ii) the Acquiror’s Quarterly Reports on Form 10-Q for each fiscal quarter of the Acquiror beginning with the first quarter the Acquiror was required to file such a form, (iii) all proxy statements relating to the Acquiror’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Group Parties pursuant to this Section 5.16(a)) filed by the Acquiror with the SEC since the Acquiror’s formation (the forms, reports, registration statements, and other documents referred to in clauses (i), (ii), (iii), and (iv) above, whether or not available through XXXXX, are, collectively, the (“Acquiror SEC Documents”)). The Acquiror SEC Documents were, and the Additional Acquiror SEC Documents will be, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder. The Acquiror SEC Documents did not, and the Additional Acquiror SEC Documents will not, at the time they were or are filed, as the case may be, with the SEC (except to the extent that information contained in any Acquiror SEC Document or Additional Acquiror SEC Document has been or is revised or superseded by a later filed Acquiror SEC Document or Additional Acquiror SEC Document, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As used in this Section 5.16(a), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b) The audited financial statements of the Acquiror (the “Acquiror Audited Financial Statements”) and unaudited interim financial statements of the Acquiror (together with Acquiror Audited Financial Statements, the “Acquiror Financial Statements”) (including, in each case, the notes and schedules thereto) included in Acquiror SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the financial position of the Acquiror as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended.

(c) The Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Acquiror is made known to the Acquiror’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Acquiror’s knowledge, such disclosure controls and procedures are effective in timely alerting the Acquiror’s principal executive officer and principal financial officer to material information required to be included in the Acquiror’s periodic reports required under the Exchange Act.

(d) The Acquiror has established and maintained a system of internal controls. To the Acquiror’s knowledge, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Acquiror’s financial reporting and the preparation of the Acquiror Financial Statements for external purposes in accordance with U.S. GAAP.

(e) There are no outstanding loans or other extensions of credit made by the Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Acquiror. The Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.

(f) The books of account, minute books and transfer ledgers and other similar Books and Records of the Acquiror have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which have not been so set forth.

(g) Except as otherwise noted in the Acquiror Financial Statements, the accounts and notes receivable of the Acquiror reflected in the Acquiror Financial Statements: (i) arose from bona fide transactions in the Ordinary Course of Business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim to which the Acquiror has been notified in writing as of the date hereof except to the extent set forth in such balance sheet contained therein, and (iv) are not the subject of any actions or proceedings brought by or on behalf of the Acquiror or any of its subsidiaries as of the date hereof.

5.17 Certain Business Practices. Except as would not reasonably be expected to have a Acquiror Material Adverse Effect, neither the Acquiror, nor any director, officer, agent or employee of the Acquiror (in their capacities as such) has (i) used any the Acquiror group funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act or (iii) made any other unlawful payment. Neither the Acquiror, nor, to the knowledge of the Acquiror, any director, officer, agent or employee of the Acquiror (nor any Person acting on behalf of any of the foregoing, but solely in his or her capacity as a director, officer, employee or agent of the Acquiror) has, since its formation, directly or indirectly, in connection with the business of the Acquiror group, given or agreed to give any gift or similar benefit in any amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Acquiror or assist the Acquiror in connection with any actual or proposed transaction, which, if not given or continued in the future, would reasonably be expected to adversely affect the business or prospects of the Acquiror and would reasonably be expected to subject the Acquiror to suit or penalty in any private or governmental litigation or proceeding.

5.18 Money Laundering Laws. The operations of the Acquiror are and have been conducted at all times in compliance with the Money Laundering Laws, and no Action involving the Acquiror with respect to the Money Laundering Laws is pending or, to the knowledge of the Acquiror, threatened.

5.19 Litigation and Claims. There is no civil, criminal or administrative action, suit, demand, claim, hearing, proceeding or disclosed investigation pending or, to the knowledge of the Acquiror, threatened, against the Acquiror, which, if determined adversely, could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of any of the Acquiror to enter into and perform its respective obligations under this Agreement or any Additional Agreement to which any of the Acquiror is a party, as applicable. There is no unsatisfied judgment or any open injunction binding upon the Acquiror which could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of any of the Acquiror to enter into and perform its obligations under this Agreement or any Additional Agreement to which any of the Acquiror is a party, as applicable.

5.20 No Other Representations and Warranties. Except as provided in this Article V, neither the Acquiror or any of its Affiliates nor any of their respective directors, managers, officers, employees, equity holders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Group Parties or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Group Parties.

5.21 Representations and Warranties of Merger Subs. Immediately following their accession to this Agreement in accordance with Section 7.7, each of the Merger Subs hereby represents and warrants to the Group Parties that each of the representations and warranties in Sections 5.1 to 5.4, Sections 5.8 to 5.9, Sections 5.12 to 5.15, and Sections 5.17 to 5.19 (with references to the Acquiror being replaced with reference to either Merger Sub I or Merger Sub II, as the case may be) are true, correct, and complete as of the date that it became a party to this Agreement.

Article VI
COVENANTS OF All PARTIES HERETO

6.1 Alternative Transactions. From the date hereof through the earlier of (x) termination of this Agreement in accordance with Article XII and (y) the Closing, other than in connection with the transactions contemplated hereby, neither the Group Parties, on the one hand, nor the Acquiror or the Merger Subs, on the other hand, shall, and such Persons shall cause each of their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any Person concerning, or make any offers or proposals related to, any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, (iii) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean any of the following transactions involving the Group Parties, the Acquiror, or the Merger Subs (other than the transactions contemplated by this Agreement): (1) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, or (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person or any class or series of the capital stock or other equity interests of the Group Parties or the Acquiror in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the Group Parties or the Acquiror or any of their respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within one (1) Business Day after receipt) advise the other parties to this Agreement orally and in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. The Group Parties and the Acquiror shall keep the other parties informed on a reasonably current basis of material developments with respect to any such Alternative Proposal.

6.2 Access to Information.

(a) From the date hereof until and including the Closing Date or the earlier termination hereof, the Group Parties (solely with respect to the Group Parties) and the Acquiror (with respect to the Acquiror and the Merger Subs) shall, to the best of their ability, (a) continue to give the other party, its legal counsel and other representatives reasonable access to the offices, properties and, Books and Records, in the case of Group Parties, solely with respect to the Group Parties, (b) furnish to the other party, its legal counsel and other representatives such information relating to the Platform Business and the business of the Acquiror as such Persons may request and (c) subject to execution of customary access letters, cause the employees, legal counsel, accountants and representatives to cooperate with the other party in its investigation of the Platform Business; provided that no investigation pursuant to this Section (or any investigation prior to the date hereof) shall affect any representation or warranty given by the Group Parties or the Acquiror and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the Platform Business. The foregoing notwithstanding, the Group Parties shall not be required to afford such access if it would (i) unreasonably disrupt the operations of the Group Parties or any of the Group Parties, (ii) cause a risk of a loss of privilege to the Group Parties or any of the Group Parties, or (iii) reasonably be expected to result in a violation of any applicable Law.

(b) The Acquiror shall procure that the Sponsor will indemnify and hold harmless the Group Parties from and against any Losses that may be incurred by the Group Parties from the date hereof until and including the Closing Date or the earlier termination hereof, to the extent directly arising out of or resulting from the bad faith or gross negligence of the Acquiror, the Acquiror’s Representatives, or the Merger Subs in the use, storage or handling by the Acquiror or the Acquiror’s Representatives of (i) any personally identifiable information relating to employees or customers of Group Parties or any Group Parties and (ii) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which Acquiror or the Acquiror’s Representatives are afforded access pursuant to the terms of this Agreement.

6.3 Notices of Certain Events. Each party shall promptly notify the other parties of:

(a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of X0X, X0XXxx, HKSub, OPH or Fintech (or the Acquiror, post-Closing) to any such Person or create any Lien on any capital stock of the Acquiror or any of B2B’s, B2BSub’s, HKSub’s, OPH’s, Fintech’s or the Acquiror’s assets;

(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;

(c) any Actions commenced or threatened against, relating to or involving or otherwise affecting either party or any of their shareholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;

(d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Group Parties Material Adverse Effect or a Acquiror Material Adverse Effect; and

(e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact, in each case that would result in the failure to satisfy the condition to the other party’s obligation to close as set forth in Sections 9.2 or 9.3, as applicable.

6.4 Registration Statement and Proxy Statement; Acquiror Extraordinary General Meeting.

(a) As promptly as practicable after the Signing Date, the Acquiror shall prepare (with each Group Party’s reasonable cooperation) and file with the SEC (x) the Registration Statement, which document shall include a prospectus in connection with the registration under the Securities Act of Acquiror Ordinary Shares comprising the Aggregate Stock Consideration (collectively, the “Registration Statement Securities”) and (y) the proxy statement to be sent to the Acquiror’s shareholders for purposes of the Acquiror Extraordinary Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of the Acquiror, X0X, X0XXxx, HKSub, OPH, Fintech and TAG shall use its reasonable best efforts to cause each of the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act, and to have the Proxy Statement clear SEC review as promptly as practicable after such filing. Each of the Acquiror, X0X, X0XXxx, HKSub, OPH, Fintech and TAG shall also use its reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby and to file the definitive Proxy Statement as promptly as practicable following the earliest to occur of (x) if the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or (y) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (the “Proxy Clearance Date”). The Acquiror also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.

(b) X0X, X0XXxx, HKSub, OPH, Fintech and TAG shall furnish all information concerning the Group Parties as the Acquiror may reasonably request in connection with the preparation and filing of each of the Registration Statement and the Proxy Statement, including reasonable information concerning the business of the Group Parties and the management, operations and financial condition of the Group Parties as is required by the SEC (“TAG Business Information”) and all financial statements required by relevant securities laws and regulations (the “Required Financial Statements”), which shall be prepared under such accounting principles and for such periods as required by the forms, rules and regulations of the SEC or as requested by the SEC in connection with its review of each of the Registration Statement and the Proxy Statement or any Offer Documents (as defined below). The Acquiror and the Merger Subs, on the one hand and X0X, X0XXxx, HKSub, OPH, Fintech and TAG, on the other hand, also agree to furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement, a current report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice, or application made by or on behalf of the Acquiror, X0X, X0XXxx, HKSub, OPH, Fintech or TAG, or their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the business combination contemplated by this Agreement and the other transactions contemplated hereby (the “Offer Documents”).

(c) To the extent not prohibited by Law, the Acquiror will advise the Group Parties, reasonably promptly after the Acquiror receives notice thereof, (i) of the time when the Registration Statement has become effective, the Proxy Clearance Date, and any supplement or amendment to the Registration Statement or the Proxy Statement has been filed, (ii) of the issuance of any stop order or the suspension of the qualification of the Acquiror Ordinary Shares for offering or sale in any jurisdiction, (iii) of the initiation or written threat of any proceeding for any such purpose, and (iv) of any request by the SEC for the amendment or supplement of the Registration Statement or the Proxy Statement or for additional information. To the extent not prohibited by Law, the Group Parties and their counsel shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement, and any Offer Document each time before any such document is filed with the SEC, and the Acquiror shall give reasonable and good faith consideration to any comments made by the Group Parties and their counsel. To the extent not prohibited by Law, the Acquiror shall provide the Group Parties and their counsel with (A) any comments or other communications, whether written or oral, that the Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement, the Proxy Statement, and the Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of the Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Acquiror or its counsel in any discussions or meetings with the SEC.

(d) Each of the Acquiror, the Xxxxxx Xxxx, X0X, X0XXxx, HKSub, OPH and Fintech shall ensure that none of the information supplied by it or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the definitive Proxy Statement will, at the date it is first mailed to the Acquiror’s shareholders and at the time of the Acquiror Extraordinary General Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

(e) The Warrantor represents and warrants that the information relating to Group Parties supplied by the Group Parties for inclusion in the Registration Statement will not, as of the date on which the Registration Statement (or any amendment or supplement thereto) is filed with the SEC, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. The Warrantor represents and warrants that the information relating to Group Parties supplied by the Group Parties for inclusion in the Proxy Statement will not as of the date on which the definitive Proxy Statement (or any amendment or supplement thereto) is first distributed to holders of Acquiror Ordinary Shares or at the time of Acquiror Extraordinary General Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading.

(f) The Acquiror represents and warrants that the information relating to it and the Merger Subs supplied by it for inclusion in the Registration Statement will not, as of the date on which the Registration Statement (or any amendment or supplement thereto) is filed with the SEC, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. The Acquiror represents and warrants that the information relating to it and the Merger Subs supplied by it for inclusion in the Proxy Statement will not as of the date on which the definitive Proxy Statement (or any amendment or supplement thereto) is first distributed to holders of Acquiror Ordinary Shares or at the time of the Acquiror Extraordinary General Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading.

(g) If at any time prior to the Closing Date any information relating to the Group Parties, the Acquiror, the Merger Subs, or any of their respective Subsidiaries, Affiliates, directors or officers, which is required to be set forth in an amendment or supplement to the Registration Statement, the Proxy Statement, or any Offer Documents, so that none of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Group Parties or the Acquiror, then the party which discovers such information shall promptly notify the other parties to this Agreement, and the Acquiror shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such information to the relevant shareholders. To the extent not prohibited by Law, the Acquiror shall provide the Group Parties and their counsel with a reasonable opportunity to participate in the preparation of such amendments and supplements.

(h) The Acquiror shall, as promptly as practicable after the Proxy Clearance Date and the date that the SEC has declared that the Registration Statement is effective under the Securities Act, establish a record date (which date shall be mutually agreed with TAG, who shall not unreasonably delay, withhold or condition such agreement) for a meeting of holders of Acquiror Ordinary Shares to be called and held for the purpose of considering the proposals raised in the Proxy Statement (the “Acquiror Extraordinary General Meeting”).

(i) The Acquiror shall, as soon as practicable following both the Proxy Clearance Date and the effectiveness of the Registration Statement, distribute the definitive Proxy Statement to the holders of Acquiror Ordinary Shares and, pursuant thereto, shall call the Acquiror Extraordinary General Meeting in accordance with its Organizational Documents and BVI Law. Subject to the other provisions of this Agreement, the Acquiror shall solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby and the other matters presented to the shareholders of the Acquiror for approval or adoption at Acquiror Extraordinary General Meeting.

(j) The parties shall comply with all applicable provisions of and rules under the Securities Act and Exchange Act and all applicable BVI Law, Hong Kong Law and other applicable corporate Law in the preparation, filing and amendment (if necessary) of the Registration Statement, the preparation, filing, amendment (if necessary) and distribution of the definitive Proxy Statement, the solicitation of proxies under the Proxy Statement, and the calling and holding of the Acquiror Extraordinary General Meeting.

(k) The Acquiror shall provide to its shareholders proxy materials for the purpose of soliciting proxies from holders of Acquiror Ordinary Shares to, among other things, vote in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby (“Acquiror Shareholder Approval”) at the Acquiror Extraordinary General Meeting. The Acquiror, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Acquiror Ordinary Shares vote in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby (the “Acquiror Recommendation”), and shall otherwise use its commercially reasonable efforts to obtain the Acquiror Shareholders Approval. The board of directors of the Acquiror shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Acquiror Recommendation (a “Change in Recommendation”); provided, that the board of directors may make a Change in Recommendation if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by Xxxxxxxx’s board of directors of its fiduciary obligations to the holders of Acquiror Ordinary Shares under Applicable Law.

(l) The Acquiror agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Acquiror Extraordinary General Meeting for the purpose of seeking approval of the matters described herein shall not be affected by any Change in Recommendation, and the Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Extraordinary General Meeting and submit for the approval of its shareholders the matters contemplated by the Proxy Statement, regardless of whether or not there shall have occurred any Change in Recommendation.

(m) Notwithstanding anything to the contrary contained in this Agreement, the Acquiror shall be entitled to postpone or adjourn the Acquiror Extraordinary General Meeting: (i) to ensure that any supplement or amendment to the Proxy Statement that the board of directors of Acquiror has determined in good faith is required by applicable Law is disclosed to the holders of Acquiror Ordinary Shares and for such supplement or amendment to be promptly disseminated prior to the Acquiror Extraordinary General Meeting; (ii) if, as of the time for which the Acquiror Extraordinary General Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Acquiror Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Acquiror Extraordinary General Meeting; or (iii) in order to solicit additional proxies from holders of Acquiror Ordinary Shares for purposes of obtaining approval of the matters set forth in the Proxy Statement; provided, that in the event of a postponement or adjournment pursuant to clauses (i) or (ii) above, the Acquiror Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved.

6.5 Form 8-K; Press Releases.

(a) Within four (4) Business Days following the execution of this Agreement, the Acquiror will prepare and file a current report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, which TAG and the Group Parties may review and comment upon prior to filing. Promptly after the execution of this Agreement, the Acquiror and the Group Parties shall also issue a joint press release announcing the execution of this Agreement.

(b) Prior to the Closing, the Acquiror and XXX, X0X, and Fintech shall prepare a mutually agreeable press release announcing the consummation of the Acquisition Merger (the “Closing Press Release”). Concurrently with the Closing, the Acquiror shall distribute the Closing Press Release, and as soon as practicable thereafter, file a current report on Form 8-K with the SEC.

6.6 Reporting and Compliance with Laws. From the date hereof through the Closing Date, each party hereto will, or will cause its Subsidiaries to, duly and timely file all Tax Returns required to be filed with the applicable Taxing Authorities on or prior to the Closing Date, pay any and all Taxes required by any Taxing Authority and duly observe and conform in all material respects, to all applicable Laws and Orders.

6.7 Third Party Consents. Each party hereto shall use its commercially reasonable efforts to obtain each Third Party Consent as promptly as practicable hereafter; provided, that in no event shall any Group Party be obligated to make any payment in order to obtain any Third Party Consent.

6.8 Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts to finalize the Additional Agreements and any other ancillary documents contemplated in this Agreement within 60 days from the Signing Date (or such later date otherwise agreed by the parties hereto in writing), but in no event later than immediately prior to Closing, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, and to cooperate as reasonably requested by the other party, to consummate and implement expeditiously each of the transactions contemplated by this Agreement. The parties hereto shall execute and deliver such other documents, certificates, agreements, and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement.

6.9 Tax Treatment.

(a) Transfer Taxes. Notwithstanding anything to the contrary contained herein, the Post-Combination Company shall pay all Transfer Taxes. The party customarily responsible under applicable Law shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes and the parties hereto shall reasonably cooperate in duly and properly preparing, executing, and filing any certificates or other documents that may reduce or eliminate any such Transfer Taxes and any such Tax Returns and other documentation required to be filed in connection with such Transfer Taxes. The party responsible for filing any such Tax Returns shall provide to the other party evidence of timely filing and payment of all such Transfer Taxes.

(b) Intended Tax Treatment. For U.S. federal (and, as applicable, state and local) income tax purposes, each of the parties hereto shall use its reasonable best efforts to cause the Acquisition Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code (“Intended Tax Treatment”). None of the parties shall (and each of the parties shall cause their respective Subsidiaries not to) take any action, or fail to take any action, that could reasonably be expected to cause the Acquisition Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. None of the parties hereto shall take any Tax position contrary to the Intended Tax Treatment, or in any proceeding, audit, or examination, except to the extent required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Each party hereto agrees to promptly notify all other parties of any challenge to the Intended Tax Treatment by any Authority.

(c) Post-Closing Cooperation. After the Closing, the Group Parties and the Acquiror shall reasonably cooperate in preparing and filing all Tax Returns to the extent such filing requires one party to provide necessary information, records and documents relating to the Group Parties to the other party. The Group Parties and the Acquiror shall cooperate in the same manner in defending or resolving any audit, examination or litigation relating to Taxes.

6.10 Compliance with SPAC Agreements. The Group Parties and the Acquiror shall comply with each of the agreements entered into in connection with the IPO, including that certain registration rights agreement, dated as of May 14, 2019 by and between the Acquiror and the investors named therein.

6.11 Confidentiality. Except as necessary to complete the Registration Statement and the Proxy Statement, the parties shall hold and shall cause their respective representatives to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all documents and information concerning the other party furnished to it by such other party or its representatives in connection with the transactions contemplated by this Agreement, including in each case the existence of the Agreement and the transactions contemplated hereby or any negotiations or discussions with respect thereto (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources, which source is not the agent of the other party, by the party to which it was furnished), and each party shall not release or disclose such information to any other person, except its representatives in connection with this Agreement. In the event that any party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such party shall give timely written notice to the other party so that such party may have an opportunity to obtain a protective order or other appropriate relief. Each party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other party if it exercises no less care as it takes to preserve confidentiality for its own similar information. The parties acknowledge that some previously confidential information will be required to be disclosed in each of the Registration Statement and the Proxy Statement.

6.12 Directors’ and Officers’ Indemnification and Insurance.

(a) The parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Acquiror (the “D&O Indemnified Persons”) as provided its Organizational Documents, in each case as in effect on the date of this Agreement, or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the Acquiror in effect on the date hereof that were provided to Group Parties, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Closing Date, the Acquiror shall cause the Organizational Documents of the Acquiror to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the Acquiror to the extent permitted by applicable Law. The provisions of this Section 6.12 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.

(b) The Acquiror shall, or shall cause its Affiliates to, obtain for a “tail” insurance policy that provides coverage for up to a six-year period from the Closing Date, for the benefit of the D&O Indemnified Persons (the “D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Acquiror’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that the premium of the D&O Tail Insurance shall be paid out of the funds in the Trust Account; provided further that in no event shall the Acquiror be required to expend for such policies pursuant to this Section 6.12(b) an annual premium amount in excess of 200% of the amount per annum the Acquiror paid in its last full fiscal year, which amount is set forth in Schedule 6.12(b). The Acquiror shall cause such D&O Tail Insurance to be maintained in full force and effect, for its full term, and cause its Affiliates to honor all obligations thereunder.

(c) On the Closing Date, the Acquiror shall enter into customary indemnification agreements reasonably satisfactory to all Acquiror Indemnitees, which indemnification agreements shall continue to be effective following the Closing.

(d) TAG hereby agrees to indemnify and hold harmless each of the individuals set forth on Schedule 6.12(d) (the “Acquiror Indemnitees”) against and in respect of any and all Losses incurred or sustained by the Acquiror Indemnitees as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and post-Closing covenants of the Group Parties contained herein or in any of the Additional Agreements or any certificate or other writing delivered pursuant hereto, provided that the aggregate amount of all Losses for which the Group Parties shall be liable pursuant to Section 6.12(a) shall not exceed US$2,000,000. Any indemnification payment hereunder shall take into account any proceeds of the D&O Tail Insurance or other third party reimbursement actually received. In the event that a recovery with respect to any Losses has been obtained by the Acquiror Indemnitees, then a refund equal to the aggregate amount of the recovery shall be made promptly to TAG or its Affiliates (as directed by TAG). For the avoidance of doubt, any recovery by one or more Acquiror Indemnitees under Article X of this Agreement shall preclude the making of any duplicative claim by such Acquiror Indemnitees under this Section 6.12(d).

6.13 Private Financing. The Acquiror, B2B and Fintech shall use their reasonable best efforts to cause the Post-Combination Company to receive an amount sufficient to fund the operations and agreed business plans of the Post-Combination Company in immediately available cash, net of expenses and Liabilities, of at least US$35,000,000, or such greater amount as determined by the parties hereto, in a private placement or other financing to be consummated simultaneously with the Closing (the “PIPE Investment”). Each of the Acquiror, B2B and Fintech shall procure that their Subsidiaries provide all necessary assistance and cooperation to secure the PIPE Investment.

6.14 Restrictive Legends. Each of the parties hereto will cooperate, as reasonably requested, with XXXX’s transfer agent to remove any restrictive legends on or affecting the Aggregate Stock Consideration as promptly as possible upon the Registration Statement becoming effective under the Securities Act.

Article VII
COVENANTS OF THE ACQUIROR AND THE MERGER SUBS

7.1 Conduct of Business.

(a) From the date hereof through the Closing Date, the Acquiror shall remain a “blank check company” as defined in Rule 419 under the Securities Act, shall not conduct any business operations other than in connection with this Agreement and ordinary course operations to maintain its status as a Nasdaq-listed special purpose acquisition company pending the completion of the transactions contemplated hereby. Without limiting the generality of the foregoing, through the Closing Date, other than in connection with the transactions contemplated by this Agreement without requiring another party’s prior written consent (which shall not be unreasonably withheld), the Acquiror shall not, and shall cause its Subsidiaries to not amend, waive or otherwise change the Trust Agreement in any manner adverse to the Acquiror.

(b) From the date of their formation through the Effective Time, the Merger Subs shall remain subsidiaries solely for the purpose of entering into the Acquisition Merger and shall not conduct any business operations other than in connection with this Agreement pending the completion of the transactions contemplated hereby. Without limiting the generality of the foregoing, through the Effective Time, other than in connection with the transactions contemplated by this Agreement without requiring another party’s prior written consent (which shall not be unreasonably withheld), the Merger Subs shall not, and the Acquiror shall cause the Merger Subs to not amend or otherwise change their Organizational Documents in any manner.

7.2 Trust Account. The Acquiror shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement and for the payment of (i) all amounts payable to holders of Acquiror Securities who shall have validly redeemed their Acquiror Securities upon acceptance by the Acquiror of such Acquiror Securities (the “Acquiror Securities Redemptions”), (ii) the operating expenses of ordinary operations to the third parties to which they are owed in an amount not to exceed US$1,000,000 (or its Hong Kong Dollar equivalent), (iii) the Deferred Underwriting Amount to the underwriter in the IPO, (iv) any amounts payable in accordance with any promissory notes issued prior to the Closing as disclosed to the Group Parties in writing, and (v) the premium of the D&O Tail Insurance (defined in Section 6.12).

7.3 Employees of the Group Parties. Effective as of the Closing, the Acquiror and the Merger Subs shall cause the Group Parties to use commercially reasonable efforts to continue the employment of all employees of the Group Parties on terms that are no less favorable to such employees than those in effect as of the Closing Date, including, without limitation, providing a salary or wage level and bonus opportunity no less than the salary or wage level and bonus opportunity to which such employee was entitled immediately prior to the Closing Date. Prior to the Closing, the Group Parties shall use commercially reasonable efforts to cause the Key Personnel, as a condition to their continued employment with the Group Parties, to execute and deliver to the Group Parties non-disclosure, non-solicitation and non-compete agreements.

7.4 Nasdaq Matters. From the Signing Date through the Closing, the Acquiror shall remain listed as a public company on Nasdaq and shall prepare and submit to Nasdaq a listing application in connection with the transactions contemplated by this Agreement, covering the Registration Statement Securities (the “Listing Application”). The Group Parties shall reasonably cooperate with the Acquiror with respect to the Listing Application and the Group Parties and their counsel shall be given a reasonable opportunity to review and comment on the Listing Application before it is submitted to Nasdaq. The Acquiror shall give reasonable and good faith consideration to any comments made by the Group Parties and their counsel. The Acquiror shall use its reasonable best efforts to cause: (a) the Listing Application to be approved by Nasdaq; (b) the Acquiror to satisfy all applicable initial and continuing listing requirements of Nasdaq; and (c) the Registration Statement Securities, to be approved for listing on Nasdaq, in each case, as promptly as reasonably practicable after the Signing Date, and in any event as of immediately following the Closing Date.

7.5 Section 16 of the Exchange Act. Prior to the Closing, the board of directors of the Acquiror, or an appropriate committee thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC relating to Rule 16b-3(d) under the Exchange Act, such that the acquisition of Acquiror Ordinary Shares pursuant to this Agreement by any officer or director of X0X, X0XXxx, HKSub, OPH, Fintech or TAG who is expected to become a “covered person” of the Acquiror for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) shall be exempt acquisitions for purposes of Section 16.

7.6 Release. Except as provided in Article X, effective upon and following the Closing, the Acquiror and the Merger Subs, each on its own behalf and on behalf of its respective Affiliates and Representatives, generally, irrevocably, unconditionally and completely releases and forever discharges the Group Parties, each of its Affiliates and each of its and its Affiliates’ respective Related Parties, and each of their respective successors and assigns and each of their respective Related Parties (collectively, the “Group Parties Released Parties”) from all disputes, claims, losses, controversies, demands, rights, liabilities, actions and causes of action of every kind and nature, whether known or unknown (collectively, “Claims”), arising from any matter concerning any Group Parties occurring prior to the Closing Date (other than as contemplated by this Agreement), including for controlling equityholder liability or breach of any fiduciary duty relating to any pre-Closing actions or failure to act by the Group Parties Released Parties; provided, however, that nothing in this Section 7.6 shall release any Group Parties Released Parties from: (i) their obligations under this Agreement, the Additional Agreements or any other agreement between any Group Parties Released Party, on the one hand, and Acquiror, the Merger Subs, or any of their respective Affiliates and Representatives, on the other hand, including with respect to any breach of this Agreement, the Additional Agreements or such other agreements, (ii) as applicable, any Claims or breaches of fiduciary duty arising out of such Group Parties Released Party’s employment by any Group Party, (iii) any Fraud Claims, or (iv) any Claims which cannot be released as a matter of law.

7.7 Merger Subs. The Acquiror shall duly incorporate the Merger Subs as British Virgin Island business companies in accordance with BVI Law as promptly as possible after the Signing Date and in no event less than 14 days therefrom (or such later date otherwise agreed by the parties in writing). Upon their due formation under BVI Law, the Merger Subs shall issue resolutions adopting and ratifying this Agreement. Immediately following the incorporation of the Merger Subs, the Acquiror shall, and the Acquiror shall procure the Merger Subs to, execute and deliver to X0X, X0XXxx, HKSub, OPH, Fintech and TAG an accession agreement, substantially in the form as set forth at Schedule 7.7. Upon their accession to this Agreement, the Merger Subs shall issue resolutions confirming and ratifying their accession to this Agreement. The Acquiror and the Merger Subs shall take all such other actions, including any other documents, certificates, agreements, and other writings, as may be necessary or desirable in order for each of the Merger Subs to become a party to this Agreement and subject to the terms, conditions, and obligations herein.

7.8 Settlement of Acquiror Liabilities. Concurrently with the Closing, all outstanding Liabilities of the Acquiror shall be settled and paid in full and reimbursement of out-of-pocket expenses reasonably incurred by the Acquiror’s officers, directors, or any of their respective Affiliates, in connection with identifying, investigating and consummating a business combination, subject to the limitations set forth in Section 7.2.

Article VIII
COVENANTS OF THE GROUP PARTIES

8.1 Conduct of Business. From the date hereof through the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, each of X0X, X0XXxx, HKSub, OPH, and Fintech shall conduct business only in the Ordinary Course of Business, shall not enter into any material transactions outside of the Ordinary Course of Business or not contemplated or required under this Agreement without the prior written consent of the Acquiror (not to be unreasonably withheld or delayed), and shall use their commercially reasonable efforts to preserve intact the Group Parties’ business relationships with employees, clients, suppliers and other third parties. Without limiting the generality of the foregoing, from the date hereof until and including the Closing Date, without the Acquiror’s prior written consent (which shall not be unreasonably withheld or delayed), except as set forth on Schedule 8.1, X0X, X0XXxx, HKSub, OPH, and Fintech shall not, and TAG shall cause each of them not to:

(a) amend, modify or supplement any of the Group Parties’ Organizational Documents, as applicable;

(b) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other right or asset, in each instance, which is material to any Group Parties’ business and operations, as applicable;

(c) modify, amend or enter into any Contract with any Group Party, as applicable, which (A) is with respect to Real Property, (B) extends for a term of one year or more or (C) obligates the payment of more than US$5,000,000 (or its Hong Kong Dollar equivalent) (individually or in the aggregate);

(d) make any capital expenditures in excess of US$5,000,000 (or its Hong Kong Dollar equivalent) (individually or in the aggregate);

(e) sell, lease, license or otherwise dispose of any of the Group Parties’ assets or assets covered by any of the Group Parties’ respective, Contracts except (i) pursuant to existing Contracts or commitments disclosed herein, or (ii) sales of Inventory in the Ordinary Course of Business;

(f) except for transactions solely among the Group Parties, pay, declare or promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to pay any other payments to any shareholder (other than, in the case of any shareholder that is an employee, payments of salary accrued in said period at the current salary rate);

(g) authorize any salary increase of more than 20% for any employee making an annual salary equal to or greater than US$500,000 or in excess of US$1,000,000 (or their Hong Kong Dollar equivalents) in the aggregate on an annual basis or change the bonus or profit sharing policies of the Group Parties;

(h) obtain or incur any Indebtedness, including drawings under the Group Parties’ existing lines of credit, in excess of US$5,000,000 (or its Hong Kong Dollar equivalent), other than accounts payable and accrued Liabilities in the Ordinary Course of Business;

(i) suffer or incur any Lien, except for Permitted Liens, on the Group Parties’ assets, as applicable;

(j) merge or consolidate with or acquire any other Person or be acquired by any other Person;

(k) suffer any material insurance policy protecting any of the Group Parties’ assets, as applicable, to lapse;

(l) amend any of the Group Parties’ employee plans or fail to continue to make timely contributions thereto in accordance with the terms thereof;

(m) except as required by Law or changes to U.S. GAAP, make any change in any of the Group Parties’ accounting principles or methods or write down the value of any Inventory or assets;

(n) change the primary place of business or jurisdiction of organization;

(o) extend any loans other than travel or other expense advances to employees in the Ordinary Course of Business not to exceed US$100,000 individually or US$1,000,000 in the aggregate (or their Hong Kong Dollar equivalents);

(p) issue, redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of any of the Group Parties’ capital stock, as applicable;

(q) make or change any material Tax election or change any annual Tax accounting periods; or

(r) agree to do any of the foregoing.

8.2 Annual and Interim Financial Statements. From the date hereof through the Closing Date, within forty-five (45) calendar days following the end of each three-month quarterly period, TAG shall deliver to the Acquiror an unaudited consolidated summary of OPH’s and Fintech’s earnings and an unaudited consolidated balance sheet for the period from the Balance Sheet Date through the end of such quarterly period and the applicable comparative period in the preceding fiscal year. TAG shall also promptly deliver to the Acquiror copies of any audited consolidated financial statements in compliance with U.S. GAAP of OPH and Fintech that its certified public accountants may issue (the “TAG Audited Financial Statements”). Following the OPH Merger, all references to OPH in this Section 8.2 shall be replaced with references to B2B.

8.3 Financial Information. B2B and Fintech will, and will procure the Group Parties to, provide additional financial information as required by any Law or Authority for inclusion in any filings to be made by the Acquiror with the SEC. If requested by each Group Party’s auditors, such information must be reviewed or audited by the Group Party’s auditors.

8.4 Group Parties Disclosure Schedules and Exhibits.

(a) The Group Parties Disclosure Schedules shall be arranged in separate parts corresponding to numbered and lettered sections and subsections contained in this Agreement, and information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify the particular representation or warranty set forth in the corresponding numbered or lettered Section or subsection of this Agreement and any other representation or warranty that is reasonably apparent on the face of the disclosure (without reference to any document referred to therein or any independent knowledge on the part of the reader regarding the matter disclosed) that such information qualifies another representation and warranty of the Group Parties in this Agreement. Certain information set forth in the Group Parties Disclosure Schedules is or may be included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information and may not be required to be disclosed pursuant to this Agreement. The specification of any Dollar or Hong Kong Dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Group Parties Disclosure Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Group Parties Disclosure Schedules in any dispute or controversy between the parties as to whether any obligation, item, or matter not described herein or included in Group Parties Disclosure Schedules is or is not material for purposes of this Agreement.

(b) Five (5) Business Days prior to the Closing Date, B2B and Fintech shall supplement or amend the Group Parties Disclosure Schedules with respect to any matter that arises or is discovered after the date hereof that, if existing or known at the date hereof, would have been required to be set forth or listed in the Group Parties Disclosure Schedules.

8.5 OPH Merger. The Group Parties shall procure that OPH and HKSub consummate the OPH Merger prior to the Closing, with OPH as the surviving entity. X0X, XXX, HKSub and TAG shall take all reasonable other actions, including obtaining any other documents, certificates, agreements, and other writings, as may be necessary or desirable in order for the OPH Merger to become legally effective under Hong Kong Law.

Article IX
CONDITIONS TO CLOSING

9.1 Conditions to the Obligations of the Parties. The obligations of the parties hereto to consummate the Closing are subject to the satisfaction, or the waiver by the mutual agreement of the parties, of all the following conditions:

(a) No provisions of any applicable Law, and no final, non-appealable Order shall prohibit the consummation of the Closing.

(b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing.

(c) The SEC shall have completed its review of Proxy Statement, and the Acquiror shall have filed the definitive Proxy Statement with the SEC and distributed the definitive Proxy Statement to its shareholders.

(d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.

(e) The Acquiror Shareholder Approval shall have been obtained.

(f) The Merger Sub Shareholder Approvals shall have been obtained.

(g) The TAG Shareholder Approvals shall have been obtained.

(h) The OPH Merger shall have been consummated and legally effective under Hong Kong Law.

(i) All Consents required to be obtained from or made with any Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

(j) Each of the Additional Agreements shall have been entered into and the same shall be in full force and effect.

(k) The Articles of Merger I shall have been executed, shall have been filed with and accepted by the BVI Registrar of Corporate Affairs, and shall have become effective under BVI Law.

(l) The Articles of Merger II shall have been executed, shall have been filed with and accepted by the BVI Registrar of Corporate Affairs, and shall have become effective under BVI Law.

9.2 Conditions to Obligations of the Acquiror. The obligation of the Acquiror to consummate the Closing is subject to the satisfaction, or the waiver at the Acquiror’s sole and absolute discretion, of all the following further conditions:

(a) The Group Parties shall have duly performed the obligations hereunder required to be performed at or prior to the Closing Date in all material respects (disregarding all references to “material respects” that may already be contained in the applicable covenants).

(b) All of the representations and warranties of the Warrantor contained in Article IV of this Agreement and in any certificate delivered by the Group Parties pursuant hereto shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (except for representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Group Parties Material Adverse Effect.

(d) The Acquiror shall have received a certificate signed by a duly authorized representative of X0X, X0XXxx, HKSub, OPH, Fintech and TAG to the effect set forth in clauses (a) through (c) of this Section 9.2.

(e) The Acquiror shall have received (i) the Organizational Documents of X0X, X0XXxx, HKSub, OPH and Fintech as in effect as of the Closing Date and (ii) the copies of resolutions duly adopted by the board of directors and by the shareholders of each of X0X, X0XXxx, HKSub, OPH, and Fintech, authorizing this Agreement and the transactions contemplated hereby.

(f) The Key Personnel shall have executed the Employment Agreements, which shall be in full force and effect.

(g) Acquiror shall have received the Group Parties Disclosure Schedules updated as of the Closing Date.

(h) The Acquiror shall have received duly executed opinions from the Hong Kong and British Virgin Islands counsel of B2B and from the British Virgin Islands counsel of Fintech, in customary and mutually agreed form and substance for transactions of this nature, reasonably satisfactory to the Acquiror, addressed to the Acquiror and dated as of the Closing Date.

9.3 Conditions to Obligations of X0X, X0XXxx, HKSub, OPH, Fintech and TAG. The obligations of X0X, X0XXxx, HKSub, OPH, Fintech, and TAG to consummate the Closing are subject to the satisfaction, or the waiver at the discretion of the Group Parties, of all of the following further conditions:

(a) The Acquiror and the Merger Subs shall have duly performed all of their obligations hereunder required to be performed at or prior to the Closing Date in all material respects (disregarding all references to “material respects” that may already be contained in the applicable covenants).

(b) All of the representations and warranties of the Acquiror contained in Article V shall be true and correct at and as of the date of this Agreement and all of the representations and warranties of the Acquiror and the Merger Subs in Article V shall be true and correct as of the Closing Date (except for representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), other than as would not in the aggregate reasonably be expected to have an Acquiror Material Adverse Effect.

(d) The Group Parties shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Acquiror to the effect set forth in clauses (a) through (c) of this Section 9.3.

(e) The Merger Subs shall have been duly incorporated and become parties to this Agreement;

(f) The Acquiror Securities Redemptions shall have been completed in accordance with the terms hereof and of the Registration Statement and the Proxy Statement.

(g) From the date hereof until the Closing, the Acquiror shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Acquiror.

(h) All remaining Indebtedness owed by the Acquiror to the Sponsor, after repayment in accordance with Section 7.2, shall have been converted into Acquiror Units at the price of US$10.00 per share in accordance with the promissory notes issued to the Sponsor.

(i) The Acquiror shall have filed with the BVI Registrar of Corporate Affairs the Amended Charter approved by the Acquiror’s shareholders at Acquiror Extraordinary General Meeting and the BVI Registrar of Corporate Affairs shall have registered the Amended Charter.

(j) The Listing Application shall have been approved by Nasdaq (subject to official notice of issuance); and, as of immediately following the Closing Date, the Acquiror shall be in compliance, in all material respects, with applicable initial and continuing listing requirements of Nasdaq; and the Acquiror shall not have received any notice of non-compliance therewith from Nasdaq that has not been cured or would not be cured at or immediately following the Closing Date; and the Registration Statement Securities shall have been approved by Nasdaq for listing on Nasdaq.

(k) Upon the Closing, after deducting the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Acquiror Securities Redemptions from the Trust Account and the aggregate amount of any unpaid Acquiror Transaction Costs and Group Parties Transaction Costs, the Post-Combination Company shall receive an amount sufficient to fund the operations and agreed business plans of the Post-Combination Company in immediately available cash, net of expenses and Liabilities, of at least US$35,000,000, or such greater amount as determined by the parties hereto, comprised of (i) amounts not redeemed from the Acquiror’s trust account and (ii) amounts raised in the PIPE Investment.

Article X
INDEMNIFICATION

10.1 Indemnification of the Acquiror. From and after the Closing Date until the end of the Survival Period (as defined below), the Acquiror and each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, shareholders, attorneys and agents and permitted assignees (the “Indemnified Party”), shall be indemnified by TAG (the “Indemnifying Party”) from, against and in respect of any and all Losses incurred or sustained by any Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and post-Closing covenants of the Warrantor contained herein or in any of the Additional Agreements or any certificate or other writing delivered pursuant hereto. Except for Fraud Claims against the Warrantor, any liability incurred by the Indemnified Party pursuant to the terms of this Article X shall be compensated solely and exclusively from the Holdback Shares, and the Indemnifying Party shall not have any monetary obligation or other liability hereunder.

10.2 Procedure. The following shall apply with respect to all claims made by any Indemnified Party for indemnification provided for under this Agreement by the Indemnifying Party:

(a) The Indemnified Party shall give the Shareholder Representative (who shall have the authority to act on behalf of the Indemnifying Party with respect to any indemnification Claims) prompt, written notice (an “Indemnification Notice”) of any bona fide claim for indemnification with respect to which such Indemnified Party seeks indemnification pursuant to Section 10.1, whether such claim relates to a third-party action or otherwise (a “Claim”). The Indemnification Notice shall set forth, at a minimum, a description in reasonable detail of the Loss that that has been suffered by the Indemnified Party, the Indemnified Party’s good faith estimate of the amount of the Loss for which it is seeking the Indemnifying Party to indemnify (the “Claimed Amount”), all documentation and materials in its possession, or to which it has reasonable access, that are reasonably required to evidence both the Claim and the Claimed Amount, and the number of Holdback Shares it seeks to retain based on that good faith estimate. The Indemnified Party shall provide all additional documentation and evidence in its possession, or to which it has reasonable access, for the Claim to the Indemnifying Party as it or the Shareholder Representative may reasonably request. The failure of any Indemnified Party to timely deliver a complete and compliant Indemnification Notice in accordance with this provision (or to amend an existing Indemnification Notice so as to comply with this provision) shall prohibit the Acquiror from retaining any of the Holdback Shares in accordance with Section 10.4(a). All references in the following sections and subsections of this Article X to the Shareholder Representative are intended to refer to the Shareholder Representative acting on behalf of the Indemnifying Party, and the Shareholder Representative, in its role as representative of TAG, shall have the full authority to take any action required or permitted to be taken by the Indemnifying Party under the terms of this Article X. In the event that TAG does not appoint a Shareholder Representative in accordance with Section 2.7, all references in this Article X to the Shareholder Representative shall instead refer to TAG.

(b) Within 15 Business Days of the Shareholder Representative’s receipt of the Indemnification Notice, the Shareholder Representative may accept or object to the Claim by sending written notice of such acceptance or objection to the Indemnified Party. A notice of objection shall set forth, in reasonable detail, the basis for such objection and the portion of the Claimed Amount which the Shareholder Representative objects to being retained through the Holdback Shares. Subject to Section 10.4(a), the respective rights of the Indemnifying Party and the Acquiror regarding the Holdback Shares in dispute shall be determined by a final order of the authority duly adjudicating the Claim. Unless an earlier release of the Holdback Shares is required pursuant to Section 10.4(a), after a final order, establishing the indemnification liability of the Indemnifying Party and the amount thereof, no later than ten (10) calendar days thereafter, the Acquiror shall release the pending amount of Holdback Shares as directed by TAG in its capacity as the sole shareholder of B2B and Fintech subject to compliance with applicable Law.

(c) In the event that the Shareholder Representative accepts all or part of a Claim, then the Acquiror shall be entitled to retain the corresponding amount of Holdback Shares in accordance with Section 10.4(a).

(d) In the case of any third-party action with respect to which an Indemnified Party seeks indemnification pursuant to Section 10.1 (a “Third-Party Claim”), the Indemnifying Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any Third-Party Claim pursuant to the procedure in this Section 10.2. To exercise such control over the defense, the Shareholder Representative, within a reasonable time after duly receiving an Indemnification Notice from the Indemnified Party (but in any event within ten (10) calendar days thereafter), shall (i) deliver a written confirmation to such Indemnified Party as to the indemnification provisions of Section 10.1 to such action and the Indemnifying Party will indemnify such Indemnified Party in respect of such action pursuant to the terms of Section 10.1 and, notwithstanding anything to the contrary, shall do so without asserting any challenge, defense, limitation on the Indemnifying Party liability for Losses, counterclaim or offset, (ii) notify such Indemnified Party in writing of the intention of the Indemnifying Party to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Third-Party Claim.

(e) If the Indemnifying Party assumes the defense of any such Third-Party Claim pursuant to Section 10.2(d), then the Indemnified Party shall cooperate with the Indemnifying Party and the Shareholder Representative in any manner reasonably requested in connection with the defense, and the Indemnified Party shall have the right to be kept fully informed by the Indemnifying Party, Shareholder Representative and relevant legal counsel with respect to the status of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If the Indemnifying Party so assumes the defense of any such Third-Party Claim the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of such Indemnified Party unless (i) the Shareholder Representative, on behalf of the Indemnifying Party, has agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded parties) include an Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party.

(f) If the Indemnifying Party elects to assume the defense of any Third-Party Claim pursuant to Section 10.2(d), the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Indemnifying Party withdraws from or fails to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered against the Indemnified Party for such liability. If the Indemnifying Party does not elect to defend, or if, after commencing or undertaking any such defense, the Indemnifying Party fails to adequately prosecute or withdraw such defense, then the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. Notwithstanding anything to the contrary, neither the Indemnifying Party nor its Shareholder Representative shall not be entitled to control, but may participate in, and the Indemnified Party (at the expense of the Indemnifying Party) shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third-Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, or (ii) to the extent such Third-Party Claim involves criminal allegations against the Indemnified Party or (y) the entire Third-Party Claim if such Third-Party Claim would impose liability on the part of the Indemnified Party in an amount which is greater than the amount as to which the Indemnified Party is entitled to indemnification under this Agreement. In the event the Indemnified Party retains control of the Third-Party Claim, the Indemnified Party will not settle the subject claim without the prior written consent of the Shareholder Representative, on behalf of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

(g) If the Indemnified Party undertakes the defense of any such Third-Party Claim and proposes to settle the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall give the Shareholder Representative prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Party’s expense. The Shareholder Representative, on behalf of the Indemnifying Party, shall not, without the prior written consent of such Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment of money damages is or may be sought against such Indemnified Party, (ii) in which such Third-Party Claim could be reasonably expected to impose or create a monetary liability on the part of the Indemnified Party (such as an increase in the Indemnified Party’s income Tax) other than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii) which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such Third-Party Claim and all other actions (known or unknown) arising or which might arise out of the same facts.

10.3 Survival of Indemnification Rights. All representations and warranties contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive until six (6) months following the Closing (the “Survival Period”). After the expiration of the Survival Period, the Indemnifying Parties shall have no further liability for indemnification pursuant to this Article X, other than with respect to the claims properly made on a timely basis pursuant to Section 10.2, subject to Section 10.4.

10.4 Holdback Shares.

(a) On the day following the last day of the Survival Period (the “Release Date”), the Acquiror shall issue the Holdback Shares to such Persons as directed by TAG, in its capacity as the sole shareholder of B2B and Fintech, subject to compliance with applicable Law, pursuant to the terms of this Section 10.4. The Acquiror shall be entitled to retain some or all of the Holdback Shares only in the following circumstances:

(i) prior to the expiration of the Survival Period, the Shareholder Representative and the Acquiror finally and mutually agree to any liability of the Indemnifying Party and the amount thereof in writing;

(ii) during the Survival Period, a tribunal or other relevant authority having jurisdiction issues a final order, establishing indemnification liability of the Indemnifying Party and the amount thereof; or

(iii) prior to the expiration of the Survival Period, the Acquiror duly delivers to the Shareholder Representative an Indemnification Notice pursuant to mechanism set forth in Section 10.2(a).

Upon the occurrence of either of the events in Section 10.4(a)(i) or Section 10.4(a)(ii), the amount of Holdback Shares which the Acquiror may retain shall be determined by the mutual, written agreement of the Acquiror and the Shareholder Representative. In the event that such an agreement cannot be reached within sixty (60) days of the determination of liability, the Shareholder Representative and the Acquiror shall select an independent valuator, appointed jointly by them, to determine, with reference to the agreed or adjudicated amount of the indemnity obligation, the number of Holdback Shares to be retained, if any.

Upon delivery of an Indemnification Notice under Section 10.4(a)(iii), the amount of Holdback Shares which the Acquiror may retain shall be no greater than the amount that would be reasonably necessary to satisfy the Claimed Amount specified in such Indemnification Notice if the relevant Claim was resolved in full in favor of the Indemnified Party (the “Extended Holdback Amount”). In all circumstances, the Acquiror shall be entitled to retain the Extended Holdback Amount for no longer than three months following the date of expiration of the Survival Period (the “Extended Holdback Period”). If the authority duly adjudicating the matter has not issued a final order, establishing indemnification liability of the Warrantor and the amount thereof, prior to the end of the Extended Holdback Period, then the Acquiror shall release the Extended Holdback Amount by no later than the 11:59 p.m. on the last day of the Extended Holdback Period.

(b) Distribution of Holdback Shares. Other than contemplated under Section 10.4(a), on the Release Date, the Acquiror shall deliver to the Persons as directed by TAG, in its capacity as sole shareholder of B2B and Fintech (subject to compliance with applicable Law), (i) stock certificates evidencing the Holdback Shares, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) all other agreements, documents, instruments, or certificates required to be delivered by the Acquiror to effectuate the transfer of the Holdback Shares.

(c) Limitation. Any amount due to an Indemnified Party other than the Acquiror and eligible for indemnification by an amount of the Holdback Shares in accordance with the terms of this Article X shall be handled solely between such Indemnified Party(ies) and the Acquiror, and the Group Parties shall not have any obligation or liability therefor.

(d) Adequate Reserve. The Acquiror shall maintain an adequate reserve of authorised but unissued Acquiror Ordinary Shares to enable it to allot and issue the Holdback Shares on the Release Date, or in the event of any dispute, on the day the number of Holdback Shares is determined pursuant to Section 10.4(a). The Acquiror shall have all the required corporate and legal approvals to enable it to issue the full number of the Holdback Shares when required in accordance with this Section 10.4.

10.5 Exclusive Remedy. Notwithstanding any other provision of this Agreement to the contrary, and except as expressly set forth otherwise, Section 10.4 shall be the sole and exclusive remedy of each Indemnified Party from and after the Closing and shall be in lieu of any other remedies that may be available to any Indemnified Party under any other agreement or pursuant to any statutory or common law with respect to any losses directly or indirectly resulting from or arising out of any Losses or the transactions contemplated by this Agreement; provided, however, that the foregoing sentence shall not be deemed a waiver by any party hereto of any right to specific performance or injunctive relief. For the avoidance of doubt, this Article X shall not limit any of the indemnification rights of the Group Parties as set forth within this Agreement or at Law.

Article XI
DISPUTE RESOLUTION

11.1 Arbitration.

(a) The parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement, or any Additional Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement or any Additional Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise) (a “Dispute”), to binding arbitration before the arbitrators. Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement or any Additional Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement or any Additional Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

(b) The arbitration shall be conducted in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in effect at the time of the arbitration. There shall be three arbitrators. Each of the following: (i) the claimant to the Dispute, or in the case of multiple claimants, all such claimants acting collectively (the “Claimant”) and (ii) the respondent to the Dispute, or in the case of more than one respondent, the respondents acting collectively (the “Respondent”) shall select one arbitrator. The party commencing the arbitration shall nominate his arbitrator at the time of filing the demand for arbitration. The Respondent shall nominate his arbitrator within thirty (30) days after receiving the demand for arbitration. Such arbitrators shall be freely selected, and neither the Claimant nor the Respondent shall be limited in their selection to any prescribed list. The HKIAC shall select the third arbitrator. Each arbitrator shall be qualified to practice law in Hong Kong. If either party does not appoint an arbitrator within the time set forth above or if there are more than one Claimant or one Respondent and the Claimant (or Respondent as the case may be) fails to agree on the selection of the same arbitrator between themselves as provided above, the relevant appointment or selection shall be made by the HKIAC. The arbitration proceedings shall be conducted in English. If the HKIAC Rules are in conflict with the provisions of this Section 11.1 including the provisions concerning the appointment of arbitrators, the provisions of this Section 11.1 shall prevail. The arbitration tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of the Hong Kong and shall not apply any other substantive law. In making their award, the arbitrators shall have the authority to award attorney’s fees and other costs and expenses of the arbitration as they deem just and appropriate under the circumstances. The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of such award. A party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

11.2 Waiver of Jury Trial; Exemplary Damages.

(a) THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ADDITIONAL AGREEMENT, OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY OF THE PARTIES TO THIS AGREEMENT OF ANY KIND OR NATURE. NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING UNDER THIS AGREEMENT OR ANY ADDITIONAL AGREEMENT.

(b) Each of the parties to this Agreement acknowledges that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective party and that such party has discussed the legal consequences and import of this waiver with legal counsel. Each of the parties to this Agreement further acknowledges that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

11.3 Other Remedies; Specific Performance. Except as otherwise provided herein, prior to the Closing, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to enforce specifically the terms and provisions of this Agreement in any federal or state court of the United States or any court of Hong Kong having jurisdiction and to immediate injunctive relief to prevent breaches of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the parties. Each of the parties hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each Party hereby further agrees that in the event of any action by any other party for specific performance or injunctive relief, it (i) will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds, and (ii) waives any requirement under applicable Law to post security as a prerequisite to obtaining equitable relief.

Article XII
TERMINATION

12.1 Termination Without Default.

(a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by written consent of the parties hereto.

(b) In the event that the Closing has not occurred by January 31, 2022 or such other date as the parties hereto may agree in writing (the “Outside Closing Date”), any party hereto shall have the right, at its sole option, to terminate this Agreement without liability to the other party; provided, however, that the right to terminate this Agreement under this Section 12.1(b) shall not be available to any party who is in a material breach of this Agreement and such breach shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Closing Date. Such right may be exercised by any party hereto with a written notice to the other party at any time after the Outside Closing Date.

12.2 Termination Upon Default.

(a) The Acquiror may terminate this Agreement by giving notice to XXX, X0X and Fintech on or prior to the Closing Date, without prejudice to any rights or obligations the Acquiror may have, if (i) the Closing has not occurred by the Outside Closing Date and the failure of the Closing to occur by then is caused by any of the Group Parties, (ii) there is any Legal Restraint restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement which cannot be, as reasonably believed by the Acquiror, resolved within ninety (90) days of the date of such Legal Restraint, or (iii) any of the Group Parties shall have materially breached any representation, warranty, agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.2 would not satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured within thirty (30) days following receipt by the Group Parties of a notice describing in reasonable detail the nature of such breach.

(b) XXX, X0X and/or Fintech may terminate this Agreement by giving notice to the Acquiror, without prejudice to any rights or obligations the terminating parties may have, if the Acquiror or the Merger Subs shall have materially breached any of their covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3 would not satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Acquiror of a notice describing in reasonable detail the nature of such breach.

12.3 Survival. The provisions of Article XI through Article XIII shall survive any termination hereof.

Article XIII
MISCELLANEOUS

13.1 Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00 PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically, if by 4:00 PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions:

if to TAG X0X, X0XXxx, HKSub, OPH, Fintech, any other Group Party (following the Closing) or the Shareholder Representative, to:

TAG International Limited

Trust Tower

00 Xxxxxxxx Xxxx, Xxx Xxxx

Xxxx Xxxx

Attention: Ng Wing Fai

Email: Xxxx@xxxxxxxxxxx.xxx.xx

TAG Asset Partners Limited

Trust Tower

00 Xxxxxxxx Xxxx, Xxx Xxxx

Xxxx Xxxx

Attention: Ng Wing Fai

Email: Xxxx@xxxxxxxxxxx.xxx.xx

OnePlatform International Limited

Trust Tower

00 Xxxxxxxx Xxxx, Xxx Xxxx

Xxxx Xxxx

Attention: Ng Wing Fai

Email: Xxxx@xxxxxxxxxxx.xxx.xx

OnePlatform Holdings Limited

Trust Tower

00 Xxxxxxxx Xxxx, Xxx Xxxx

Xxxx Xxxx

Attention: Ng Wing Fai

Email: Xxxx@xxxxxxxxxxx.xxx.xx

TAG Asia Capital Holdings Limited

Trust Tower

00 Xxxxxxxx Xxxx, Xxx Xxxx

Xxxx Xxxx

Attention: Ng Wing Fai

Email: Xxxx@xxxxxxxxxxx.xxx.xx

TAG Holdings Limited

Trust Tower

00 Xxxxxxxx Xxxx, Xxx Xxxx

Xxxx Xxxx

Attention: Ng Wing Fai

Email: Xxxx@xxxxxxxxxxx.xxx.xx

with a copy to (which shall not constitute notice):

Dechert LLP

Xxx Xxxxxx Xxxxxx

#00-00

Xxxxxxxxx 000000

Attn: Xxxxx Xxxxxxxx

Email: xxxxx.xxxxxxxx@xxxxxxx.xxx

if to the Acquiror:

AGBA Acquisition Limited

Xxxx 0000, 00xx Xxxxx, Xxxxx X

Xxx Xxxxxxxx Xxxxx, 00 Science Museum Road

Tsimshatsui East

Kowloon, Hong Kong

Attn: Xxxx Xxx

Email: xxxx@xxxxxxxxxxx.xxx

with a copy to (which shall not constitute notice):

Loeb & Loeb LLP

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxxx Xxxxxx, Esq.

Email: xxxxxxx@xxxx.xxx

Fax: x0 (000) 000-0000

13.2 Amendments; No Waivers; Remedies.

(a) This Agreement cannot be amended, except by a writing signed by each party, and cannot be terminated orally or by course of conduct. No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.

(b) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(c) Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.

(d) Notwithstanding anything else contained herein, neither shall any party seek, nor shall any party be liable for, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

13.3 Arm’s length bargaining; no presumption against drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the parties, and no such relationship otherwise exists. No presumption in favor of or against any party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

13.4 Publicity. Except as required by law and except with respect to Acquiror SEC Documents, the parties agree that neither they nor their agents shall issue any press release or make any other public disclosure concerning the transactions contemplated hereunder without the prior approval of the other party hereto. If a party is required to make such a disclosure as required by law, the parties will use their best efforts to cause a mutually agreeable release or public disclosure to be issued.

13.5 Expenses. Each party shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, unless otherwise specified herein.

13.6 No Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement.

13.7 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

13.8 Counterparts; facsimile signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.

13.9 Entire Agreement. This Agreement together with the Additional Agreements sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this Agreement or any Additional Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein or any Additional Agreement, there is no condition precedent to the effectiveness of any provision hereof or thereof. No party has relied on any representation from, or warranty or agreement of, any person in entering into this Agreement, prior hereto or contemporaneous herewith or any Additional Agreement, except those expressly stated herein or therein.

13.10 Severability. A determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of any other provision hereof. The parties shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid provision as is lawful.

13.11 Construction of certain terms and references; captions. In this Agreement:

(a) References to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and subsections, schedules, and exhibits of this Agreement.

(b) The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement, and, unless the context requires otherwise, “party” means a party signatory hereto.

(c) Any use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context otherwise requires; “including” means “including without limitation;” “or” means “and/or;” “any” means “any one, more than one, or all;” and, unless otherwise specified, any financial or accounting term has the meaning of the term under United States generally accepted accounting principles as consistently applied heretofore by the Group Parties.

(d) Unless otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules, exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule, regulation, ordinance, or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise modified from time to time. Any reference to a numbered schedule means the same-numbered section of the Group Parties Disclosure Schedules.

(e) If any action is required to be taken or notice is required to be given within a specified number of days following a specific date or event, the day of such date or event is not counted in determining the last day for such action or notice. If any action is required to be taken or notice is required to be given on or before a particular day which is not a Business Day, such action or notice shall be considered timely if it is taken or given on or before the next Business Day.

(f) Captions are not a part of this Agreement, but are included for convenience, only.

13.12 Further Assurances. Each party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.

13.13 Third Party Beneficiaries. Neither this Agreement nor any provision hereof confers any benefit or right upon or may be enforced by any Person not a signatory hereto.

13.14 Waiver. Reference is made to the final IPO prospectus of the Acquiror, dated May 15, 2019 (the “Prospectus”). XXX, X0X, X0XXxx, HKSub, OPH and Fintech have read the Prospectus and understand that the Acquiror has established the Trust Account for the benefit of the public shareholders of the Acquiror and the underwriters of the IPO pursuant to the Trust Agreement and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Acquiror may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement. For and in consideration of the Acquiror agreeing to enter into this Agreement, each of X0X, XXX, X0XXxx, HKSub, OPH and Fintech hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Acquiror; provided that (x) nothing herein shall serve to limit or prohibit the right of XXX, X0X, X0XXxx, HKSub, OPH or Fintech to pursue a claim against the Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby (including a claim for the Acquiror to specifically perform its obligations under this Agreement) so long as such claim would not affect the Acquiror’s ability to fulfill its obligation to effectuate Acquiror Securities Redemption, and (y) nothing herein shall serve to limit or prohibit any claims that XXX, X0X, X0XXxx, HKSub, OPH or Fintech may have in the future against the Acquiror’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of a Business Combination and any assets that have been purchased or acquired with any such funds).

13.15 Legal Representation. The Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the Closing, X0X, X0XXxx, HKSub, OPH and Fintech), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Dechert LLP (or any successor) may represent the Group Parties or any of their directors, members, partners, officers, employees or Affiliates (collectively, the “Group Parties Group”), in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Additional Agreement or the Acquisition Merger, notwithstanding its representation (or any continued representation) of TAG or other Waiving Parties, and each of the Acquiror and each Group Party on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. The Acquiror acknowledges that the foregoing provision applies whether or not Dechert LLP provides legal services to any Group Party after the Closing Date. The Group Parties, for themselves and the Waiving Parties, hereby further irrevocably acknowledge and agree that all communications, written or oral, between any Group Parties or any member of the Group Parties Group and its counsel, including Dechert LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Additional Agreements or the Acquisition Merger, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Group Parties notwithstanding the Acquisition Merger, and instead survive, remain with and are controlled by the Group Parties Group (the “Privileged Communications”), without any waiver thereof. The Acquiror together with its Affiliates, Subsidiaries, successors or assigns, agrees that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of any Group Party or otherwise (including in the knowledge or the officers and employees of any Group Party), in any Legal Proceeding against or involving any of the parties after the Closing, and the Acquiror agrees not to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or email server of any Group Party or otherwise (including in the knowledge of the officers and employees of any Group Party).

[The remainder of this page intentionally left blank; signature pages to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Acquiror:

AGBA ACQUISITION LIMITED

By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Chief Executive Officer

[Signature Page to the Business Combination Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

TAG International Limited

By:	/s/ Xxx Xxx Xxxxx, Xxxxxxx
	Name:	Xxx Xxx Xxxxx, Xxxxxxx

TAG Asset Partners Limited

By:	/s/ Xxx Xxx Xxxxx, Xxxxxxx
	Name:	Xxx Xxx Xxxxx, Xxxxxxx

OnePlatform International Limited

By:	/s/ Xxx Xxx Xxxxx, Xxxxxxx
	Name:	Xxx Xxx Xxxxx, Xxxxxxx

OnePlatform Holdings Limited

By:	/s/ Xx Xxxx Xxx
	Name:	Xx Xxxx Xxx

TAG Asia Capital Holdings Limited

By:	/s/ Xx Xxxx Xxx
	Name:	Xx Xxxx Xxx

TAG Holdings Limited

By:	/s/ Xx Xxxx Xxx
	Name:	Xx Xxxx Xxx

[Signature Page to the Business Combination Agreement]

Schedule I.

Group Parties Disclosure Schedules

Schedule II.

Acquiror Disclosure Schedules

Schedule 7.7

Form of Accession Agreement

THIS ACCESSION AGREEMENT is made on _________ and made between:

(1) [AGBA Merger Sub I Limited / AGBA Merger Sub II Limited (the “Merger Sub”)];

(2) AGBA Acquisition Limited;

(3) TAG International Limited;

(4) TAG Asset Partners Limited;

(5) OnePlatform International Limited;

(6) OnePlatform Holdings Limited; and

(7) TAG Holdings Limited

This Accession Agreement is made on [date] by the Merger Sub in relation to that Business Combination Agreement, dated November 3, 2021, (the “Business Combination Agreement”) by and between AGBA Acquisition Limited (the “Acquiror”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), OnePlatform Holdings, Inc. (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”) and TAG Holdings Limited (“TAG”).

WHEREAS

The Merger Sub intends to accede to the BCA in accordance with Section 7.7 therein.

THEREFORE, IT IS AGREED as follows:

Terms defined in the Business Combination Agreement shall, unless otherwise defined in this Accession Agreement, bear the same meaning when used in this Accession Agreement.

The Merger Sub confirms that it intends to be party to the Business Combination Agreement, undertakes to perform all of the obligations expressed to be assumed by it under the Business Combination Agreement, and agrees that it shall be bound by all provisions of the Business Combination Agreement as if it had been an original party to the Business Combination Agreement.

Xxx Xxxxxxxx, X0X, X0XXxx, HKSub, OPH, Fintech and TAG agree that the Merger Sub shall, by execution of this deed, accede to the Business Combination Agreement as if it had been an original party thereto and be bound by all of the obligations expressed to be assumed by the Merger Sub under the Business Combination Agreement.

The Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by laws of the state of New York.

THIS AGREEMENT has been signed on behalf of each party hereto, is executed as a deed by the Merger Sub and is delivered on the date stated above.

[Signature pages below]

The Merger Sub

[EXECUTED AS A DEED )
By: [AGBA Merger Sub I Limited / AGBA Merger Sub II Limited] )

		Director

		Director/Secretary

OR

[EXECUTED AS A DEED
By: [Full Name of Acceding Debtor]

		Signature of Director

		Name of Director in the presence of

		Signature of Witness

		Name of Witness

AGBA Acquisition Limited

By:



TAG International Limited

By:



TAG Asset Partners Limited

By:



OnePlatform International Limited

By:



OnePlatform Holdings Limited

By:



TAG Asia Capital Holdings Limited

By:



TAG Holdings Limited

By:

EXHIBIT A

Amended Charter

A-1

FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF

AGBA GROUP HOLDING LIMITED 匯邦集團控股有限公司

TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT, 2004
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

AGBA GROUP HOLDING LIMITED 匯邦集團控股有限公司

A COMPANY LIMITED BY SHARES

(ADOPTED BY RESOLUTION OF SHAREHOLDERS DATED 10 NOVEMBER 2022
AND EFFECTIVE ON 14 NOVEMBER 2022)

DEFINITIONS AND INTERPRETATION

1.1

In this Memorandum of Association and the Articles of Association of the Company, if not inconsistent with the subject or context:

“Act” means the BVI Business Companies Act, 2004 (No. 16 of 2004) and includes the regulations made under the Act.

“Audit Committee” means the audit committee of the Company formed by the Board pursuant to Regulation 20 of the Articles, or any successor audit committee.

“Articles” means the Articles of Association of the Company, as amended and/or restated from time to time.

“Board” means the board of Directors of the Company.

“Branch Register” means any branch register of members of such category or categories of Shareholders as the Company may from time to time determine.

“Chairperson of the Board” has the meaning specified in Regulation 21 of the Articles.

“Commission” means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act.

“Designated Stock Exchange” means any national securities exchange or automated quotation system on which the Company’s securities are traded, including but not limited to the NASDAQ.

“Director” means a duly appointed director of the Company.

“Distribution” in relation to a distribution by the Company to a Shareholder means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Shareholder, or the incurring of a debt to or for the benefit of a Shareholder, in relation to Shares held by a Shareholder, and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of Shares, a transfer of indebtedness or otherwise, and includes a dividend.

“Electronic Only Meeting” means a general meeting held and conducted solely by attendance and participation by Shareholders and/or proxies by means of electronic facilities.

“Exchange Act” means the Securities Exchange Act of 1934.

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“Hybrid Meeting” means a general meeting held and conducted by (i) physical attendance by Shareholders and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Shareholders and/or proxies by means of electronic facilities.

“Memorandum” means this Memorandum of Association of the Company, as amended and/or restated from time to time.

“Meeting Location” shall have the meaning given to it in Sub-Regulation 12.1 of the Articles.

“NASDAQ” means National Association of Securities Dealers Automated Quotations of the United States.

“Office” means the registered office of the Company or such other office which has been designated by the Company for the purposes of depositing of notices to the Company and keeping of registers and documents.

“Officer” means the officers for the time being and from time to time of the Company.

“Ordinary Resolution of Shareholders” means a resolution passed by a simple majority of the votes of the Shares cast by such Shareholders entitled to vote, whether in person or, in the case of any Shareholder being a corporation, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of which notice of the general meeting has been duly given.

“Person” includes individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons.

“Physical Meeting” means a general meeting held and conducted by physical attendance and participation by Shareholders and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations.

“Principal Meeting Place” means, in respect of a general meeting conducted by way of an Electronic Only Meeting or a Hybrid Meeting, the Meeting Location designated by the Board as the principal meeting place for the meeting.

“Principal Register” means, where the Company has established one or more Register of Members, the Register of Members maintained by the Company pursuant to the Act and these Articles that is not designated by the Directors as a Branch Register.

“Register of Members” means the register of members of the Company, being the Principal Register and where applicable, any Branch Register, to be maintained at such place within or outside the British Virgin Islands as the Board shall determine from time to time and kept pursuant to the provisions of the Act.

“Registration Office” means, in respect of any class of Shares such place as the Board may from time to time determine to keep a Branch Register in respect of that class of Shares and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of Shares are to be lodged for registration and are to be registered.

“Registrar” means the Registrar of Corporate Affairs appointed under section 229 of the Act.

“Resolution of Directors” means either:

(a)

a resolution approved at a duly convened and constituted meeting of Directors of the Company by the affirmative vote of a majority of the Directors present at the meeting who voted except that where a Director is given more than one vote, such Director shall be counted by the number of votes such Director casts for the purpose of establishing a majority; or

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(b)

a resolution consented to in writing or by telex, telegram, cable or other written electronic communication by all the Directors of the Company. A written resolution consented to in such manner may consist of several documents including written electronic communication, in like form each signed or assented to by one or more Directors.

“Rules of the Designated Stock Exchange” means the rules and regulations of the Designated Stock Exchange which are applicable to the Company from time to time.

“Seal” means any seal which has been duly adopted as the common seal of the Company including any facsimile thereof.

“Secretary” means any Person appointed by the Directors to perform any of the duties of the secretary of the Company.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire Shares or debt obligations.

“Share” means a share issued or to be issued by the Company.

“Shareholder” or “Member” means a Person whose name is duly entered in the Register of Members as the holder of one or more Shares or fractional Shares.

“Special Resolution of Shareholders” means a resolution passed by the affirmative vote of a majority of seventy-five (75) percent or more of the votes of the Shares cast by such Shareholders entitled to vote, whether in person or, in the case of any Shareholder being a corporation, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of which notice of the general meeting has been duly given.

“Treasury Share” means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled.

“United States” means the United States of America.

“Written” or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

1.2

In the Memorandum and the Articles, unless the context otherwise requires, a reference to:

(a)

a general meeting shall mean a meeting convened and held in any manner permitted by these Memorandum and Articles and any Shareholder or Director (including, without limitation, the Chairperson of the meeting) attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Act and other applicable laws, rules and regulations and these Memorandum and Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and

(b)

a person’s participation in the business of a general meeting include, without limitation and as relevant, the right (including, in the case of a corporation, through its duly authorized representative) to speak or communicate, vote (whether by electronic facilities or not), be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Act, the Rules of the Designated Stock Exchange and other applicable laws, rules and regulations or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.

A-4

1.3

In the Memorandum and the Articles, unless the context otherwise requires, a reference to:

(a)

a “Regulation” is a reference to a regulation of the Articles;

(b)

a “Clause” is a reference to a clause of the Memorandum;

(c)

voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder;

(d)

the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended or, in the case of the Act, any re-enactment thereof and any subsidiary legislation made thereunder;

(e)

the singular includes the plural and vice versa; and

(f)

electronic facilities include, without limitation, online platforms, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise).

1.4

Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and the Articles unless otherwise defined herein.

1.5

Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and the Articles.

NAME

The name of the Company is AGBA Group Holding Limited 匯邦集團控股有限公司. The Company may by both Ordinary Resolution of Shareholders and Resolution of Directors change its name.

STATUS

The Company is a company limited by Shares.

REGISTERED OFFICE AND REGISTERED AGENT

4.1

The first registered office of the Company is at Vistra Corporate Services Centre, Wickhams Xxx XX. Road Town, Tortola, VG1110, British Virgin Islands, the office of the first registered agent.

4.2

The first registered agent of the Company is Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

4.3

The Company may by Ordinary Resolution of Shareholders or by Resolution of Directors change the location of its registered office or change its registered agent.

4.4

Any change of registered office or registered agent will take effect on the registration by the Registrar of a notice of the change filed by the existing registered agent or a legal practitioner in the British Virgin Islands acting on behalf of the Company.

4.5

The registered agent shall:

(a)

act on the instructions of the Directors of the Company if those instructions are contained in a Resolution of Directors and a copy of the Resolution of Directors is made available to the registered agent; and

(b)

recognize and accept the appointment or removal of a Director or Directors by Shareholders.

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CAPACITY AND POWERS

5.1

Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

(a)

full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

(b)

for the purposes of paragraph (a), full rights, powers and privileges.

5.2

For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.

NUMBER AND CLASSES OF SHARES

6.1

Shares in the Company shall be issued in the currency of the United States of America.

6.2

The Company is authorized to issue a maximum of 200,000,000 Shares of a single class each with a par value of US$0.001.

6.3

The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.

6.4

Shares may be issued in one or more series of Shares as the Directors may by Resolution of Directors determine from time to time.

RIGHTS OF SHARES

7.1

Subject to any special rights conferred on any class of Share as determined by the Board upon its issue or as varied from time to time, each Share confers upon the Shareholder:

(a)

the right to one vote at a meeting of the Shareholders;

(b)

the right to an equal share in any dividend paid by the Company; and

(c)

the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

7.2

The Company may by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares subject to Regulation 3 of the Articles.

VARIATION OF RIGHTS

If at any time the Shares are divided into different classes, the rights attached to any class may only be varied, whether or not the Company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by the holders of not less than seventy-five (75) percent of the issued Shares in that class.

RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

A-6

REGISTERED SHARES

10.1

The Company shall issue registered Shares only.

10.2

The Company is not authorized to issue bearer shares, convert registered Shares to bearer shares or exchange registered Shares for bearer shares.

TRANSFER OF SHARES

11.1

The Company shall, on receipt of an instrument of transfer complying with Regulation 8 of the Articles, enter the name of the transferee of a Share in the register of members unless the Board resolves to refuse or delay the registration of the transfer for reasons that shall be specified in a Resolution of Directors.

11.2

The Directors may not resolve to refuse or delay the transfer of a Share unless the Shareholder has failed to pay an amount due in respect of the Share or otherwise as permitted by applicable law, this Memorandum, the Articles or the Rules of the Designated Stock Exchange. Where such discretion is properly exercised, to the fullest extent possible under applicable law, the directors shall be excluded from and indemnified for any liability arising from such exercise.

AMENDMENT OF THE MEMORANDUM AND THE ARTICLES

12.1

Subject to Clause 8, the Company may amend the Memorandum or the Articles by Special Resolution of Shareholders.

12.2

Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent.

- END -

X-0

XXXXXXXXX OF THE BRITISH VIRGIN ISLANDS
XXX XXX XXXXXXXX XXXXXXXXX XXX, 0000
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
AGBA GROUP HOLDING LIMITED 匯邦集團控股有限公司
A COMPANY LIMITED BY SHARES

(ADOPTED BY RESOLUTION OF SHAREHOLDERS DATED 10 NOVEMBER 2022
AND EFFECTIVE ON 14 NOVEMBER 2022

REGISTERED SHARES

1.1

Every Shareholder is entitled, on request to a certificate signed by a Director or Officer of the Company, or any other person authorized by Resolution of Directors, or under the Seal specifying the number of Shares held by such Shareholder and the signature of the Director, Officer or authorized person and the Seal may be facsimiles.

1.2

Any Shareholder receiving a certificate shall indemnify and hold the Company and its Directors and Officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn-out certificate or on satisfactory proof of its loss together with such indemnity as may be required by Resolution of Directors.

1.3

If several Persons are registered as joint holders of any Shares, any one of such Persons may give an effectual receipt for any Distribution.

2.1

Shares and other Securities may be issued at such times, to such Persons, for such consideration and on such terms as the Directors may by Resolution of Directors determine, so long as these terms are not prohibited by the Act, the Rules of the Designated Stock Exchange or any applicable laws and regulations.

2.2

Section 46 of the Act (Pre-emptive rights) does not apply to the Company.

2.3

A Share may be issued for consideration in any form or a combination of forms, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.

2.4

The consideration for a Share with par value shall not be less than the par value of the Share. If a Share with par value is issued for consideration less than the par value, the person to whom the Share is issued is liable to pay to the Company an amount equal to the difference between the issue price and the par value.

2.5

A bonus share issued by the Company shall be deemed to have been fully paid for on issue.

2.6

No Shares may be issued for a consideration, which is in whole or in part, other than money, unless a Resolution of Directors has been passed stating:

(a)

the amount to be credited for the issue of the Shares; and

(b)

that, in the opinion of the Directors, the present cash value of the non-money consideration and money consideration, if any, is not less than the amount to be credited for the issue of the Shares.

A-8

2.7

The Company may insofar as may be permitted by applicable law, pay a commission to any person in consideration of their subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.

2.8

The consideration paid for any Share, whether a par value Share or a no par value Share, shall not be treated as a liability or debt of the Company for the purposes of:

(a)

the solvency test in Regulations 3 and 18; and

(b)

sections 197 and 209 of the Act.

2.9

The Company shall keep a Register of Members containing:

(a)

the names and addresses of the Persons who hold Shares;

(b)

the number of each class and series of Shares held by each Shareholder;

(c)

the date on which the name of each Shareholder was entered in the Register of Members; and

(d)

the date on which any Person ceased to be a Shareholder.

2.10

The Register of Members may be in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the Directors otherwise determine, the magnetic, electronic or other data storage form shall be the original Register of Members.

2.11

A Share is deemed to be issued when the name of the Shareholder is entered in the Register of Members.

REDEMPTION OF SHARES AND TREASURY SHARES

3.1

The Company may purchase, redeem or otherwise acquire and hold its own Shares in such manner and upon such other terms as the Directors may agree with the relevant Shareholder(s) save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or these Articles to purchase, redeem or otherwise acquire the Shares without their consent.

3.2

The Company may acquire its own fully paid Share or Shares for no consideration by way of surrender of the Share or Shares to the Company by the Shareholder holding the Share or Shares. Any surrender of a Share or Shares under this Sub-Regulation 3.2 shall be in writing and signed by the Shareholder holding the Share or Shares.

3.3

The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the Directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

3.4

Sections 60 (Process for acquisition of own Shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

A-9

3.5

Subject to the Rules of the Designated Stock Exchange or any applicable laws and regulations, Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of fifty (50) percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.

3.6

All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

3.7

Treasury Shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and these Articles) as the Company may by Resolution of Directors determine.

3.8

Where Shares are held by another body corporate of which the Company holds, directly or indirectly, Shares having more than fifty (50) percent of the votes in the election of Directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

4.1

The Company shall maintain a register (the “register of charges”) in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

(a)

the date of creation of the charge; and

(b)

a short description of the liability secured by the charge; and

(c)

a short description of the property charged; and

(d)

the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee; and

(e)

unless the charge is a security to bearer, the name and address of the holder of the charge; and

(f)

details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.

4.2

The register of charges may be kept in any such form as the Board may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of charges.

LIEN

5.1

The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company (whether such Person is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by such Person or such Person’s estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it.

5.2

The Company may sell, in such manner as the Directors may determine, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of their death or bankruptcy.

A-10

5.3

For giving effect to any such sale the Directors may authorize some Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and the purchaser shall not be bound to see to the application of the purchase money, nor shall such Person’s title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

5.4

The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

6.1

Subject to other provisions of these Articles, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen (14) days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares.

6.2

The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

6.3

If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight (8) percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

6.4

The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

6.5

The Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

6.6

The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by such Shareholder, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of both an Ordinary Resolution of Shareholders and a Resolution of Directors, eight (8) percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors.

FORFEITURE

7.1

Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation.

7.2

A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares.

7.3

The written notice of call referred to in Sub-Regulation 7.2 shall name a further date not earlier than the expiration of fourteen (14) days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

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7.4

Where a written notice of call has been issued pursuant to Sub-Regulation 7.3 and the requirements of the notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.

7.5

The Company is under no obligation to refund any moneys to a Shareholder whose Shares have been cancelled pursuant to Sub-Regulation 7.4 and that Shareholder shall be discharged from any further obligation to the Company.

TRANSFER OF SHARES

8.1

Subject to the Memorandum, the Rules of the Designated Stock Exchange or any relevant securities laws, Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Registration Office for registration.

8.2

Except where permitted by the Act, the Memorandum, these Articles, the Rules of the Designated Stock Exchange, any relevant securities laws or the common law, and to any rights and restrictions for the time being attached to any Share, the Board shall not decline to register any transfer of Shares and shall, upon making any decision to decline to register any transfer of Shares, within three (3) months after the date on which the relevant instrument of transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. Notwithstanding the foregoing, the Board may, in its absolute discretion, decline to register any transfer of any Share which is not fully paid up, or which is issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, or on which the Company has a lien.

8.3

The registration of transfers may, after compliance with any notice required of the Rules of the Designated Stock Exchange, be suspended at such times and for such periods as the Board may from time to time determine.

8.4

All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Board decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

8.5

The transfer of a Share is effective when the name of the transferee is entered on the Register of Members.

8.6

If the Board is satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, the Board may resolve:

(a)

to accept such evidence of the transfer of Shares as the Board considers appropriate; and

(b)

that the transferee’s name should be entered in the Register of Members notwithstanding the absence of the instrument of transfer.

8.7

Subject to the Memorandum, the personal representative of a deceased Shareholder may transfer a Share even though the personal representative is not a Shareholder at the time of the transfer.

UNTRACEABLE SHAREHOLDERS

9.1

Without prejudice to the rights of the Company under this Sub-Regulation 9.1, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

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9.2

The Company shall have the power to sell, in such manner as the Board thinks fit, any Shares of a Shareholder who is untraceable, but no such sale shall be made unless:

(a)

all cheques or warrants in respect of dividends of the Shares in question, being not less than three in total number, for any sum payable in cash to the holder of such Shares in respect of them sent during the relevant period in the manner authorized by these Articles have remained uncashed; and

(b)

so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Shareholder who is the holder of such Shares or of a person entitled to such Shares by death, bankruptcy or operation of law; and

(c)

the Company has caused an advertisement to be published in a newspaper published daily and circulating generally in last known address of the Shareholder of its intention to sell such Shares and a period of three (3) months has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in sub-paragraph (c) and ending at the expiry of the period referred to in that sub-paragraph.

9.3

To give effect to any such sale the Board may authorize some person to transfer the said Shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such Shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Shareholder for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Sub-Regulation 9.3 shall be valid and effective notwithstanding that the Shareholder holding the Shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

MEETINGS AND CONSENTS OF SHAREHOLDERS

10.1

The Board may convene a meeting of the Shareholders at such time and in such manner and place within or outside the British Virgin Islands as the Board considers necessary or desirable. All general meetings may be held as a Physical Meeting in any part of the world and at one or more locations (if a Hybrid Meeting or Electronic Only Meeting is adopted), as may be determined by the Board in its absolute discretion.

10.2

General meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding at least thirty (30) percent of the voting rights attaching to the issued Shares deposited at the Office specifying the objects of the meeting by notice given no later than twenty-one (21) days from the date of deposit of the requisition signed by the requisitionists, and if the Directors do not convene such meeting for a date not later than forty-five (45) days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

10.3

If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

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10.4

The Board shall give not less than fourteen (14) days’ notice of a general meeting to:

(a)

those Shareholders whose names on the date the notice is given appear as Shareholders in the Register of Members and are entitled to vote at the meeting; and

(b)

the other Directors.

10.5

Subject to the Memorandum, these Articles and the Rules of the Designated Stock Exchange, the Board may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.

10.6

The inadvertent failure of the Board to give notice of a meeting to a Shareholder or another Director, or the fact that a Shareholder or another Director has not received notice, does not invalidate the meeting.

10.7

A Shareholder may be represented at a general meeting by a proxy who may speak and vote on behalf of the Shareholder. For the avoidance of doubt, a Shareholder may only appoint one proxy for each meeting.

10.8

The instrument appointing a proxy shall be in substantially the following form or such other form as the Board shall accept as properly evidencing the wishes of the Shareholder appointing the proxy.

[COMPANY NAME]

(the “Company”)

l/We, __________________ being a Shareholder of the Company HEREBY APPOINT __________________ of ______________________ or failing him _______________ of _______________ to be my/our proxy to vote for me/us at the meeting of Shareholders to be held on the ________ day of ___________________, 20 _________ and at any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this ______________ day of ______________________, 20_________

Shareholder

10.9

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be (i) deposited at the Office or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company or, (ii) if an electronic address or electronic means of submission in accordance with the preceding Article is specified by the Company, in the notice of meeting or in the instrument of proxy issued by the Company, specifically for the purpose of receiving such instruments and the aforesaid authorities and documents for that meeting, sent or transmitted by electronic means to such electronic address or via the electronic means of submission so specified subject to any conditions or limitations imposed by the Company, in each case not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote or, in the case of a poll taken more than forty-eight (48) hours after it was demanded, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. In calculating the periods mentioned above, no account is to be taken of any part of a day that is a public holiday. No instrument appointing a proxy shall be valid after expiration of twelve months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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10.10

The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit provided that any form issued to a Shareholder for use by such Shareholder for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the Shareholder, according to such Shareholder’s intention, to instruct the proxy to vote in favor of or against (or, in default of instructions, to exercise the proxy’s discretion in respect of) each resolution dealing with any business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

10.11

A vote given in accordance with the terms of an instrument of proxy or power of attorney or by the duly authorized representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Office, at least two (2) hours before the commencement of the meeting or adjourned meeting at which the proxy is used.

10.12

The following applies where Shares are jointly owned:

(a)

if two or more persons hold Shares jointly each of them may be present in person or by proxy at a general meeting and may speak as a Shareholder; and

(b)

if only one of the joint owners is present in person or by proxy such person may vote on behalf of all joint owners; and

(c)

if two or more of the joint owners are present in person or by proxy they must vote as one.

10.13

A Shareholder shall be deemed to be present at a general meeting if such Shareholder participates by electronic facilities and all Shareholders participating in the meeting are able to hear each other.

10.14

No business other than the appointment of a Chairperson of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Shareholders entitled to vote and present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy shall form a quorum for all purposes.

10.15

If within thirty (30) minutes (or such longer time not exceeding one hour as the Chairperson of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within thirty (30) minutes from the time appointed for holding the meeting, the meeting shall be dissolved.

10.16

At every general meeting, the Chairperson of the Board shall preside as Chairperson of the meeting. If there is no Chairperson of the Board, or if at any general meeting the Chairperson of the Board is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chair, any Director or Person nominated by the Directors shall preside as Chairperson of the meeting, failing which the Shareholders present in person or by proxy shall by a simple majority vote choose any Person present to be chair of that meeting.

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10.17

The Chairperson of the meeting may adjourn a meeting from time to time and from place to place either:

(a)

with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting); or

(b)

without the consent of such meeting if, in the Chairperson’s sole opinion and absolute discretion, it is necessary to do so to:

(i)

secure the orderly conduct or proceedings of the meeting;

(ii)

give all persons present in person or by proxy and having the right to speak and / or vote at such meeting, the ability to do so; or

(iii)

to give due time to permit proper consideration of any matters raised at a meeting, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen (14) days or more, notice of the adjourned meeting shall be given in the manner provided for the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

10.18

If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the Chairperson of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution of the Shareholders, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

10.19

Directors may attend and speak at any general meeting and at any separate meeting of the holders of any class or series of Shares.

VOTING

11.1

Subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the Memorandum or these Articles, at any general meeting on a show of hands every Shareholder present in person (or being a corporation, is present by a representative duly authorized under the Act), or by proxy shall have one vote and on a poll every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative shall have one vote for every fully paid Share of which such Shareholder is the holder but so that no amount paid up or credited as paid up on a Share in advance of calls or instalments is treated for the foregoing purposes as paid up on the Share.

11.2

A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(a)

by the Chairperson of the meeting; or

(b)

by at least two (2) Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy; or

(c)

by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and representing not less than ten (10%) percent of the total votes of Shares entitled to vote at the meeting; or

(d)

by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one tenth (1/10) of the total sum paid up on all Shares conferring that right.

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A demand by a person as proxy for a Shareholder or in the case of a Shareholder being a corporation by its duly authorized representative shall be deemed to be the same as a demand by a Shareholder.

11.3

Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the Chairperson of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.

11.4

If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the Chairperson to disclose the voting figures on a poll.

11.5

The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the Chairperson of the meeting, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

11.6

A poll demanded on the election of a Chairperson of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairperson of the meeting directs. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

11.7

Votes (whether on a show of hands or a poll) may be cast by such means, electronic or otherwise, as the Board or the Chairperson of the meeting may determine. A person entitled to more than one vote on a poll need not use all such person’s votes or cast all the votes to which such person is entitled in the same way.

11.8

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

11.9

Any Person other than an individual which is a Shareholder may by resolution of its directors or other governing body authorize such individual as it thinks fit to act as its representative at any general meeting or of any class of Shareholders, and the individual so authorized shall be entitled to exercise the same rights on behalf of the Shareholder which the individual represents as that Shareholder could exercise if it were an individual.

11.10

The Chairperson of any meeting at which a vote is cast by proxy or on behalf of any Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within seven (7) days of being so requested or the votes cast by such proxy or on behalf of such Person shall be disregarded.

11.11

If:

(a)

any objection shall be raised to the qualification of any voter; or

(b)

any votes have been counted which ought not to have been counted or which might have been rejected; or

(c)

any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the Chairperson of the meeting and shall only vitiate the decision of the meeting on any resolution if the Chairperson decides that the same may have affected the decision of the meeting. The decision of the Chairperson on such matters shall be final and conclusive.

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11.12

An action that may be taken by the Shareholders at a meeting may also be taken by a resolution consented to in writing by all Shareholders, without the need for any notice. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which all Shareholders have consented to the resolution by signed counterparts.

HYBRID MEETINGS AND ELECTRONIC ONLY MEETINGS

12.1

The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Shareholder or any proxy attending and participating in such way or any Shareholder or any proxy participating in an Electronic Only Meeting or a Hybrid Meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

12.2

All general meetings are subject to the following:

(a)

where a Shareholder is attending a Meeting Location and/or in the case of an Electronic Only Meeting or a Hybrid Meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place; and

(b)

Shareholders present in person (or in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy at a Meeting Location and/or Shareholders participating in an Electronic Only Meeting or a Hybrid Meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the Chairperson of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Shareholders at all Meeting Locations and Shareholders participating in an Electronic Only Meeting or a Hybrid Meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened; and

(c)

where Shareholder attend a meeting by being present at one of the Meeting Locations and/or where Shareholders participate in an Electronic Only Meeting or a Hybrid Meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an Electronic Only Meeting or a Hybrid Meeting, the inability of one or more Shareholders (in the case of Shareholders being corporations, their duly authorized representatives) or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

(d)

if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place, the provisions of these Articles concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place.

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12.3

The Board and, at any general meeting, the Chairperson of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place and/or any Meeting Location(s) and/or participation and/or voting in an Electronic Only Meeting or a Hybrid Meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as they shall in their absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Shareholder who, pursuant to such arrangements, is not permitted to attend, in person (or in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

12.4

If it appears to the Chairperson of the meeting of the general meeting that:

(a)

the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Regulation 12.1or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or

(b)

in the case of an Electronic Only Meeting or a Hybrid Meeting, electronic facilities being made available by the Company have become inadequate; or

(c)

it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or

(d)

there is violence or threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting, then, without prejudice to any other power which the Chairperson of the meeting may have under these Articles or at common law, the Chairperson of the meeting may, at the Chairperson’s absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

12.5

The Board and, at any general meeting, the Chairperson of the meeting may make any arrangement and impose any requirement or restriction the Board or the Chairperson of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Shareholders shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Sub-Regulation shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

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12.6

If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board, in its absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling the meeting, the Board may (a) postpone the meeting to another date and/or time, and/or (b) change the place and/or electronic facilities and/or form of the meeting (including, without limitation, a physical meeting, Electronic Only Meeting or a Hybrid Meeting), without approval from the Shareholders. Without prejudice to the generality of the foregoing, the Board shall have the power to provide in every notice calling a general meeting the circumstances in which such a change or postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a xxxx warning or black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

(a)

when either (1) a meeting is postponed, or (2) there is a change in the place and/or electronic facilities and/or form of the meeting, the Company shall (a) endeavour to post a notice of such change or postponement on the Company’s website as soon as reasonably practicable (provided that failure to post such a notice shall not affect the automatic change or automatic postponement of such meeting); and (b) subject to and without prejudice to Regulation 10.17, unless already specified in the original notice of the meeting or included in the notice posted on the Company’s website above, the Directors shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the changed or postponed meeting, specify the date and time by which proxies shall be submitted in order to be valid at such changed or postponed meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the changed or postponed meeting unless revoked or replaced by a new proxy), and shall give the Shareholders reasonable notice (given the circumstances) of such details in such manner as the Directors may determine; and

(b)

notice of the business to be transacted at the changed or postponed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the changed or postponed meeting is the same as that set out in the original notice of general meeting circulated to the Shareholders.

12.7

All persons seeking to attend and participate in an Electronic Only Meeting or a Hybrid Meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Sub-Regulation 12.4, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

12.8

Without prejudice to other provisions in Sub-Regulation 12.1 to 12.7, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

DEPOSITARY AND CLEARING HOUSES

13.1

If a clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Shareholder, it may, by resolution of its directors or other governing body or by power of attorney, authorize such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any class of Shareholders; provided, that, if more than one Person is so authorized, the authorisation shall specify the number and class of Shares in respect of which each such Person is so authorized.

13.2

A Person so authorized pursuant to Sub-Regulation 13.1 shall be entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) which such Person represents as that recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Shareholder holding the number and class of Shares specified in such authorisation.

13.3

Sub-Regulation 13.1 applies only if the Company is listed on a Designated Stock Exchange and the relevant clearing house or depositary is recognized by the Designated Stock Exchange.

DIRECTORS

14.1

The first directors of the Company shall be appointed by the first registered agent within 6 months of the date of incorporation of the Company; and thereafter, the Directors shall be elected by Ordinary Resolution of Shareholders or by Resolution of Directors.

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14.2

No person shall be appointed as a Director, alternate Director, or nominated as a reserve Director, of the Company unless such person has consented in writing to be a Director, alternate Director or to be nominated as a reserve Director respectively.

14.3

Subject to Sub-Regulation 14.1, the minimum number of Directors shall be one and there shall be no maximum number.

14.4

Each Director holds office for the term, if any, fixed by the Ordinary Resolution of Shareholders or the Resolution of Directors appointing such Director, or until such Director’s earlier death, resignation or removal. If no term is fixed on the appointment of a Director, the Director serves indefinitely until such Director’s earlier death, resignation or removal.

14.5

A Director may be removed from office, with or without cause, by Ordinary Resolution of Shareholders passed at a general meeting called for the purposes of removing the Director or for purposes including the removal of the Director.

14.6

A Director xxx resign from office by giving written notice of such Director’s resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A Director shall resign forthwith as a director if such Director is, or becomes, disqualified from acting as a director under the Act.

14.7

The Board may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing Directors. Where the Directors appoint a person as Director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a Director ceased to hold office.

14.8

A vacancy in relation to the Board occurs if a Director dies or otherwise ceases to hold office prior to the expiration of the Director’s term of office.

14.9

Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole Director, the sole Shareholder/Director may, by instrument in writing, nominate a person who is not disqualified from being a director as a reserve Director to act in the place of the sole Director in the event of the death of the sole Shareholder/Director.

14.10

The nomination of a person as a reserve Director ceases to have effect if:

(a)

before the death of the sole Shareholder/Director who nominated such person,

(i)

that person resigns as reserve Director; or

(ii)

the sole Shareholder/Director revokes the nomination in writing; or

(b)

the sole Shareholder/Director who nominated such person ceases to be able to be the sole Shareholder/Director for any reason other than the death of the sole Shareholder/Director.

14.11

The Company shall keep a register of Directors (the “register of directors”) containing:

(a)

in the case of an individual Director, the particulars stated in section 118A(1)(a) of the Act; and

(b)

in the case of a corporate Director, the particulars stated in section 118A(1)(b) of the Act; and

(c)

such other information as may be prescribed by the Act.

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14.12

The register of directors may be kept in any such form as the Board may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.

14.13

The Company shall file for registration with the Registrar a copy of its register of directors (and any changes to the register of directors) in accordance with the provisions of the Act.

14.14

The Directors may, by Resolution of Directors, fix the emoluments of Directors with respect to services to be rendered in any capacity to the Company.

14.15

A Director is not required to hold a Share as a qualification to office.

POWERS OF DIRECTORS

15.1

The business and affairs of the Company shall be managed by, or under the direction or supervision of the Board. The Board have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Board may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act, the Memorandum, these Articles or the Rules of the Designated Stock Exchange required to be exercised by the Shareholders.

15.2

No resolution passed by the Company in general meeting shall invalidate any prior act of the Board that would have been valid if that resolution had not been passed.

15.3

Each Director shall exercise that Director’s powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Act, the Memorandum, these Articles, the Rules of the Designated Stock Exchange or any other applicable laws and regulations. Each Director, in exercising the Director’s powers or performing the Director’s duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.

15.4

Any Director which is a body corporate may appoint any individual as its duly authorized representative for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise.

15.5

The continuing Directors may act notwithstanding any vacancy in their body.

15.6

The Board may exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

15.7

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by the Board.

15.8

For the purposes of section 175 (Disposition of assets) of the Act, the Board may by Resolution of Directors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by the Company and such determination is, in the absence of fraud, conclusive.

ALTERNATE DIRECTOR

16.1

A Director, by written instrument deposited at the Office, may from time to time appoint another Director or another person who is not disqualified for appointment as a Director under section 111 of the Act to be such Director’s alternate to:

(a)

exercise the appointing Director’s powers; and

(b)

carry out the appointing Director’s responsibilities, in relation to the taking of decisions by the Directors in the absence of the appointing Director.

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16.2

The appointment of an alternate Director does not take effect until written notice of the appointment has been deposited at the Office.

16.3

The appointing Director may, at any time, terminate or vary the alternate’s appointment. The termination or variation of the appointment of an alternate Director does not take effect until written notice of the termination or variation has been deposited at the Office, save that if a Director shall die or cease to hold the office of Director, the appointment of such Director’s alternate shall thereupon cease and terminate immediately without the need of notice.

16.4

An alternate Director has no power to appoint an alternate, whether of the appointing Director or of the alternate Director.

16.5

An alternate Director has the same rights as the appointing Director in relation to any Directors’ meeting and any written resolution of Directors circulated for written consent. Unless stated otherwise in the notice of the appointment of the alternate, or a notice of variation of the appointment, if undue delay or difficulty would be occasioned by giving notice to a Director of a resolution of which such Director’s approval is sought in accordance with these Articles such Director’s alternate (if any) shall be entitled to signify approval of the same on behalf of that Director. Any exercise by the alternate Director of the appointing Director’s powers in relation to the taking of decisions by the Directors is as effective as if the powers were exercised by the appointing Director. An alternate Director does not act as an agent of or for the appointing Director and is liable for the alternate Director’s own acts and omissions as an alternate Director.

16.6

The remuneration of an alternate Director (if any) shall be payable out of the remuneration payable to the Director appointing such alternate Director (if any), as agreed between such alternate and the Director appointing such alternate.

DISQUALIFICATION OF DIRECTORS

17.1

The office of director shall be vacated, if the Director:

(a)

is disqualified from being appointed as a director under Section 111 of the Act; or

(b)

dies or is found to be or becomes of unsound mind; or

(c)

resigns from office by notice in writing to the Company; or

(d)

becomes bankrupt or has a receiving order made against the Director or suspends payment or compounds with the Director’s creditors; or

(e)

is prohibited by law from being a director; or

(f)

ceases to be a director by virtue of any provision of the Act or is removed from office pursuant to these Articles; or

(g)

ceases to be eligible to remain as a director of a company admitted to trading on the Designated Stock Exchange; or

(h)

fails, without reasonable excuse, to attend all board meetings properly scheduled during a six-month period.

PROCEEDINGS OF DIRECTORS

18.1

Any Director may call a meeting of the Directors by sending a written notice to the other Directors or the Secretary.

18.2

The Board or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the Board may determine to be necessary or desirable.

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18.3

A Director is deemed to be present at a meeting of Directors if that Director participates by telephone or other electronic means and all Directors participating in the meeting are able to hear each other.

18.4

A Director shall be given not less than one (1) day’s notice of Board meetings, but a Board meeting held without one (1) day’s notice having been given to all Directors shall be valid if at least 50% of the Directors entitled to vote at the meeting waive notice of the meeting, and for this purpose the presence of a Director at a meeting shall constitute waiver by that Director. The inadvertent failure to give notice of a meeting to a Director, or the fact that a Director has not received the notice, does not invalidate the meeting.

18.5

A Board meeting is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than two (2) Directors.

18.6

If the Company has only one (1) Director the provisions herein contained for meetings of Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or these Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole Director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

18.7

At Board meetings at which the Chairperson of the Board is present, the Chairperson of the Board shall preside as Chairperson of the meeting. If there is no Chairperson of the Board or if the Chairperson of the Board is not present, the Directors present shall choose one of their number to be Chairperson of the meeting.

18.8

An action that may be taken by the Directors or a committee of Directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of Directors consented to in writing or by telex, telegram, cable or other written electronic communication by all the Directors or by all the members of the committee, as the case may be, without the need for any notice. A written resolution consented to in such manner may consist of several documents, including written electronic communication, in like form each signed or assented to by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last Director has consented to the resolution by signed counterparts.

18.9

All acts done by any Board meeting or of a meeting of the committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

COMMITTEES

19.1

The Board may, by Resolution of Directors, designate one or more committees, each consisting of one or more Directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

19.2

The Board has no power to delegate to a committee of Directors any of the following powers:

(a)

to amend the Memorandum or these Articles; or

(b)

to designate committees of Directors; or

(c)

to delegate powers to a committee of Directors; or

(d)

to appoint or remove Directors; or

(e)

to appoint or remove an agent; or

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(f)

to approve a plan of merger, consolidation or arrangement; or

(g)

to make a declaration of solvency or to approve a liquidation plan; or

(h)

to make a determination that immediately after a proposed Distribution the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

19.3

Sub-Regulation 19.2 does not prevent a committee of Directors, where authorized by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.

19.4

The meetings and proceedings of each committee of Directors consisting of 2 or more Directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of Directors so for as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

19.5

Where the Directors delegate their powers to a committee of Directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under the Act, the Memorandum, these Articles or any Rules of the Designated Stock Exchange.

AUDIT COMMITTEE

Without prejudice to the freedom of the Board to establish any other committees, for so long as the Shares (or depositary receipts therefor) are admitted to trading on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the charter of the Audit Committee, the rules of the Designated Stock Exchange, the rules and regulations of the Commission and all other applicable laws and regulations.

OFFICERS AND AGENTS

21.1

The Board may appoint Officers of the Company at such times as may be considered necessary or expedient. Such Officers may consist of a Chairperson of the Board of Directors, a president and one or more vice-presidents, secretaries and treasurers and such other Officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

21.2

The Officers shall perform such duties as are prescribed at the time of their appointments subject to any modification in such duties as may be prescribed thereafter by the Board. In the absence of any specific prescription of duties it shall be the responsibility of the Chairperson of the Board to preside at meetings of Directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.

21.3

The emoluments of all Officers shall be fixed by the Board.

21.4

The Officers shall hold office until their successors are duly appointed, but any Officer elected or appointed by the Company may be removed at any time, with or without cause, by the Board. Any vacancy occurring in any office of the Company may be filled by the Board.

21.5

The Board may appoint any person, including a person who is a Director, to be an agent of the Company.

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21.6

An agent of the Company shall have such powers and authority of the Directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following:

(a)

to amend the Memorandum or these Articles; or

(b)

to change the registered office or agent; or

(c)

to designate committees of Directors; or

(d)

to delegate xxxxxx to a committee of Directors; or

(e)

to appoint or remove Directors; or

(f)

to appoint or remove an agent; or

(g)

to fix emoluments of Directors; or

(h)

to approve a plan of merger, consolidation or arrangement; or

(i)

to make a declaration of solvency or to approve a liquidation plan; or

(j)

to make a determination that immediately after a proposed Distribution the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or

(k)

to authorize the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.

21.7

The Resolution of Directors appointing an agent may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.

21.8

The Board may remove an agent appointed by it and may revoke or vary a power conferred on such agent.

CONFLICT OF INTERESTS

22.1

A Director shall, forthwith after becoming aware of the fact that such Director is interested in a transaction entered into or to be entered into by the Company, disclose the interest to the entire Board.

22.2

For the purposes of Sub-Regulation 22.1, a disclosure to all other Directors to the effect that a Director is a shareholder, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

22.3

Subject to complying with Regulation 22.1, a Director who is interested in a transaction entered into or to be entered into by the Company may:

(a)

vote on a matter relating to the transaction; and

(b)

attend the Board meeting at which a matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum; and

(c)

sign a document on behalf of the Company, or do any other thing in that person’s capacity as a Director, that relates to the transaction, and, subject to compliance with the Act shall not, by reason of that person’s office be accountable to the Company for any benefit which such Director derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

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INDEMNIFICATION

23.1

Every Director (including for the purposes of this Regulation any alternate Director appointed pursuant to the provisions of these Articles), Secretary, or other Officer (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, including legal fees, other than by reason of such Indemnified Person’s own dishonesty or fraud, as determined by a court of competent jurisdiction, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of their duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any proceedings concerning the Company or its affairs in any court whether in the British Virgin Islands or elsewhere.

23.2

No Indemnified Person shall be liable (and an Indemnified Person shall be indemnified by the Company as described in Sub-Regulation 23.1 if any person holds such Indemnified Person liable):

(a)

for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the Company; or

(b)

for any loss on account of defect of title to any property of the Company; or

(c)

on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

(d)

for any loss incurred through any bank, broker or other similar Person; or

(e)

for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or

(f)

oversight on such Indemnified Person’s part; or

(g)

for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto, unless the same shall happen through such Indemnified Person’s own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction.

23.3

Expenses, including legal fees, incurred by any Indemnified Person in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the Indemnified Person to repay the amount if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified by the Company in accordance with Sub-Regulation 23.1.

23.4

The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the Indemnified Person may be entitled under any agreement with the Company, Ordinary Resolution of Shareholders, resolution of disinterested Directors or otherwise.

23.5

The Company may purchase and maintain insurance in relation to any Indemnified Person, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in these Articles or the Act.

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23.6

Notwithstanding Regulation 23.1 and 23.2, any Director seeking indemnification under this Regulation shall also have acted honestly and in good faith with a view to what that Director believed to be the best interests of the Company and in the case of criminal proceedings had no reasonable cause to believe that the Director’s conduct was unlawful.

RECORDS AND UNDERLYING DOCUMENTATION

24.1

The Company shall keep the following documents at the office of its registered agent:

(a)

the Memorandum and these Articles;

(b)

the Register of Members, or a copy of the Register of Members;

(c)

the register of directors, or a copy of the register of directors; and

(d)

copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years.

24.2

Until the Board determines otherwise, the Company shall keep the original Register of Members and original register of directors at the office of its registered agent.

24.3

If the Company maintains only a copy of the Register of Members or a copy of the register of directors at the office of its registered agent, it shall:

(a)

within fourteen (14) days of any change in either register, notify the registered agent in writing of the change; and

(b)

provide the registered agent with a written record of the physical address of the place or places at which the original Register of Members or the original register of directors is kept.

24.4

Where any of the original Register of Members or the original register of directors is maintained other than at the office of the registered agent, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within fourteen (14) days of the change of location.

24.5

The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the Directors may determine:

(a)

the records and underlying documentation of the Company; and

(b)

minutes of meetings and Resolutions of Shareholders and classes of Shareholders; and

(c)

minutes of meetings and Resolutions of Directors and committees of Directors; and

(d)

an impression of the Seal.

24.6

The records and underlying documentation of the Company shall be in such form as:

(a)

are sufficient to show and explain the Company’s transactions; and

(b)

will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

24.7

The Company shall retain the records and underlying documentation for a period of at least five (5) years from the date:

(a)

of completion of the transaction to which the records and underlying documentation relate; or

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(b)

the Company terminates the business relationship to which the records and underlying documentation relate.

24.8

Where the records and underlying documentation of the Company are kept at a place or places other than at the office of its registered agent, the Company shall provide the registered agent with a written:

(a)

record of the physical address of the place at which the records and underlying documentation are kept; and

(b)

record of the name of the person who maintains and controls the Company’s records and underlying documentation.

24.9

Where the place or places at which the records and underlying documentation of the Company, or the name of the person who maintains and controls the Company’s records and underlying documentation, change, the Company shall, within fourteen (14) days of the change, provide its registered agent with:

(a)

the physical address of the new location of the records and underlying documentation; or

(b)

the name of the new person who maintains and controls the Company’s records and underlying documentation.

24.10

The Company shall provide its registered agent without delay any records and underlying documentation in respect of the Company that the registered agent requests pursuant to the Act.

24.11

The records and underlying documentation kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act, 2001 (No. 5 of 2001) as from time to time amended or re-enacted.

SEAL

25.1

The Company shall have a Seal and may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by the Board.

25.2

The Board shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the Office.

25.3

Except as otherwise expressly provided herein, the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other Person so authorized from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings.

25.4

The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorized person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

ACCOUNTS AND AUDIT

26.1

The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

26.2

No Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law, regulation, or listing rule or as authorized by the Board.

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26.3

For as long as the Company is admitted to trading on a Designated Stock Exchange, the accounts relating to the Company’s affairs shall be audited subject to the requirements of applicable law and the Rules of the Designated Stock Exchange. The accounting principles shall be determined by the Directors by reference to the requirements (if any) of the Designated Stock Exchange, applicable law, regulation or the requirements of any regulatory authority of competent jurisdiction.

26.4

Regulation 26.3 shall not apply if the Company is no longer admitted to trading on a Designated Stock Exchange. The Company may by both Ordinary Resolution of Shareholders and Resolution of Directors call for the Directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

26.5

The first auditors shall be appointed by Resolution of Directors and the subsequent auditors shall be appointed by Resolution of Directors.

26.6

Subject to Regulation 26.3, the auditors may be Shareholders, but no Director or other Officer shall be eligible to be an auditor of the Company during their continuance in office.

26.7

The remuneration of the auditors of the Company may be fixed by a Resolution of Directors.

26.8

The auditors shall examine each profit and loss account and balance sheet required to be laid before a general meeting of the Shareholders or otherwise given to Shareholders and shall state in a written report whether or not:

(a)

in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

(b)

all the information and explanations required by the auditors have been obtained.

26.9

The report of the auditors shall be annexed to the accounts and shall be read at the general meeting at which the accounts are laid before the Company or shall be otherwise given to the Shareholders.

26.10

All auditors of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the Directors and Officers such information and explanations as such auditors think necessary for the performance of the duties of the auditors.

26.11

The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Shareholders at which the Company’s profit and loss account and balance sheet are to be presented.

DIVIDENDS AND OTHER DISTRIBUTIONS

27.1

Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Act, these Articles and the Rules of the Designated Stock Exchange, the Directors may from time to time declare dividends (including interim dividends) and other Distributions and authorize payment of the same out of the funds of the Company lawfully available therefor, if they are satisfied, on reasonable grounds, that, immediately after the dividend or other Distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.

27.2

Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

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27.3

The Board may determine, before recommending or declaring any dividend, to set aside out of the funds legally available for distribution such sums as the Board thinks proper as a reserve or reserves which shall be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the determination of the Board, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit.

27.4

Any dividend may be paid in any manner as the Board may determine. If paid by cheque it will be sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to any one of such joint holders at their registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.

27.5

The Board when paying dividends to the Shareholders in accordance with the foregoing provisions of these Articles may make such payment either in cash or in specie and may determine the extent to which amounts may be withheld therefrom (including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of any action or inaction of the Shareholder) is liable).

27.6

Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares.

27.7

If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share.

27.8

No dividend or other Distributions shall bear interest as against the Company and no dividend or other Distributions shall be paid on Treasury Shares.

CLOSING OF REGISTER OR FIXING RECORD DATE

28.1

For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend or other Distributions, or in order to make a determination as to who is a Shareholder for any other purpose, the Board may (subject to Sub-Regulation 28.2) provide that the Register of Members shall be closed for transfers for a stated period. If the Register of Members shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the register of members shall, subject to the Rules of the Designated Stock Exchange or any relevant securities laws, be so closed for such period as the Board shall determine.

28.2

In lieu of or apart from closing the Register of Members, the Board may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend or other Distributions, the Directors may, subject to the Rules of the Designated Stock Exchange or any relevant securities laws, at or within 90 days prior to the date of declaration of such dividend or other Distributions, fix a subsequent date as the record date for such determination.

28.3

If the Register of Members is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend or other Distributions, the date on which notice of the meeting is posted or the date on which the Resolution of the Directors declaring such dividend or other Distributions is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in these Articles, such determination shall apply to any adjournment thereof.

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NOTICES

29.1

Any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it airmail or air courier service in a prepaid letter addressed to such Shareholder at their address as appearing in the Register of Members, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile should the Board deems it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

29.2

If permitted by the Rules of the Designated Stock Exchange, and other applicable laws, rules and regulations, any notice or document may also be served by the Company or by the Person entitled to give notice to any Shareholder by way of:

(a)

advertisement in newspapers for such period as the Board shall think fit; or

(b)

publishing it on the Company’s website.

29.3

Any notice or other document, if served by:

(a)

post, shall be deemed to have been served five (5) days after the time when the letter containing the same is posted; or

(b)

facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient; or

(c)

recognized courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or

(d)

advertising on newspapers, shall be deemed to have been served immediately upon the advertisement appears on the designated newspapers; or

(e)

publication on the Company’s website, shall be deemed to have been served immediately upon the time of the publication of the notice on the Company’s website; or

(f)

electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

29.4

Any notice or document delivered or sent in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of their death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless their name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under them) in the Share.

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29.5

Notice of every general meeting of the Company shall be given to:

(a)

all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

(b)

every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for their death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

VOLUNTARY LIQUIDATION

The Company may by Ordinary Resolution of Shareholders or, subject to section 199(2) of the Act, by Resolution of Directors appoint a voluntary liquidator.

NON-RECOGNITION OF TRUSTS

Subject to the proviso hereto, no Person shall be recognized by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register of Members, provided that, notwithstanding the foregoing, the Company shall be entitled to recognize any such interests as shall be determined by the Directors.

CONTINUATION

The Company may by Special Resolution of Shareholders and Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

DISCLOSURE

The Board, or any authorized service providers (including the Officers, the Secretary and the registered office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the Register of Members and books of the Company.

FORUM FOR DISPUTES

34.1

Any dispute or difference between the Company and any of the Shareholders, or between the Shareholders inter se, which cannot be resolved amicably shall be referred to a sole arbitrator (the “Arbitrator”) and finally resolved by arbitration.

34.2

This Regulation shall apply to any dispute or difference arising out of, under or in connection with the Memorandum or these Articles or in relation to the rights or obligations of any Shareholder in his capacity as a member of the Company (whether arising by contract, under statute, at common law or in equity) (a “Dispute”).

34.3

Any party to the Dispute may serve a written notice on the other party(ies) to the Dispute that the Dispute must be resolved by arbitration. The parties to the Dispute shall then seek to agree the identity of and jointly appoint the Arbitrator. If the parties are unable to agree upon the identity of an arbitrator within 21 days of service of the written notice, the Arbitrator shall be appointed by the BVI International Arbitration Centre upon the request of either party. No person may act as Arbitrator (including as a replacement for an Arbitrator who ceases to act) where they have a conflict of interest or conflict of duty in relation to the Dispute.

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34.4

The following provisions shall apply to the conduct of the arbitration:

(a)

the arbitration shall be held in Road Town, Tortola, British Virgin Islands and shall be conducted in English;

(b)

the arbitration shall be conducted in accordance with the BVI IAC Arbitration Rules 2016, the provisions of which shall be deemed to be incorporated into this Regulation, save that where those rules conflict with the express provisions of this Regulation, the express provisions of this Regulation shall prevail;

(c)

if any party fails to comply with any procedural order made by the Arbitrator, the Arbitrator shall have power to proceed in the absence of that party and deliver the award;

(d)

all of the provisions of Schedule 2 to the Arbitration Xxx 0000 shall apply; and

(e)

the seat of the arbitration shall be the British Virgin Islands irrespective of where the Arbitrator signs the award, and the proper law of the arbitration shall be British Virgin Islands law.

34.5

Regulations 34.1 to 34.4 will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

- END -

[To be attached following signing]

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EXHIBIT B

Form of Articles of Merger

[To be attached following signing]

B-1

EXHIBIT C

Form of Employment Agreement

[To be attached following signing]

C-1

EXHIBIT D

Form of Lock-up Agreement

[To be attached following signing]

D-1

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Table of Contents

BUSINESS COMBINATION AGREEMENT dated November 3, 2021 by and among AGBA Acquisition Limited,

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