0001193125-21-167630 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021 by and between AMTD Digital Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between AMTD Digital Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual with [passport/ID number] (the “Executive”).

DATED December 19, 2019 Maoyan Entertainment and AMTD Digital Inc. SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

The Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company certain number of class A ordinary shares, par value US$0.0001 per share, of the Company (the “A Shares”) on the terms and conditions set forth in this Agreement.

TRANSITIONAL SERVICES AGREEMENT Between AMTD GROUP COMPANY LIMITED and AMTD DIGITAL INC. Dated as of May 18, 2021
Transitional Services Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

This Transitional Services Agreement is dated as of May 18, 2021, by and between AMTD Group Company Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“AMTD Parent”), and AMTD Digital Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“AMTD Digital”).

DATED 09 April 2020 Chestnut Business Limited and AMTD Digital Inc. SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

WHEREAS, The Company desires to issue and sell to the Investor, and the Investor desires to subscribe to and purchase from the Company certain number of Class A Shares (defined below) of the Company on the terms and conditions set forth in this Agreement.

NON-COMPETITION AGREEMENT Between AMTD GROUP COMPANY LIMITED and AMTD DIGITAL INC. Dated as of May 18, 2021
Non-Competition Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

This Non-Competition Agreement is dated as of May 18, 2021, by and between AMTD Group Company Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“AMTD Parent”), and AMTD Digital Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“AMTD Digital”) (each of AMTD Parent and AMTD Digital a “Party” and, together, the “Parties”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

WHEREAS, The Company desires to issue and sell to the Investor, and the Investor desires to subscribe to and purchase from the Company certain number of Class A Shares (defined below) of the Company on the terms and conditions set forth in this Agreement.

SHARE PURCHASE AGREEMENT BY AND AMONG AMTD DIGITAL INC. POLICYPAL PTE. LTD. YAP WEN YIN VALENZIA and THE SELLING SHAREHOLDERS NAMED HEREIN Dated as of June 11, 2020
Share Purchase Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 11, 2020, is entered into by and between (i) AMTD Digital Inc., an exempted company incorporated under the Laws of the Cayman Islands (the “Purchaser”), (ii) PolicyPal Pte. Ltd., a private company limited by shares incorporated under the Laws of Singapore (the “Target Company”), and (iii) Yap Wen Yin Valenzia, formerly known as Val Ji-Hsuan Yap (the “Founder”), and the other Persons set forth in Schedule A hereto (collectively and including the Founder, the “Selling Shareholders” and individually a “Selling Shareholder”).

MASTER TRANSACTION AGREEMENT Between AMTD GROUP COMPANY LIMITED and AMTD DIGITAL INC. Dated as of May 18, 2021
Master Transaction Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong

This Master Transaction Agreement is dated as of May 18, 2021, by and between AMTD Group Company Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“AMTD Parent”), and AMTD Digital Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“AMTD Digital”) (each of AMTD Parent and AMTD Digital a “Party” and, together, the “Parties”).

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