REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 11, 2020, between Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This SECURITY AGREEMENT, dated as of December 14, 2020 (this “Agreement”), is among Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), Lion Wealth Limited, Lion Foreign Exchange Limited and Lion Wealth Management Limited (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 9% Senior Secured Convertible Debentures due 30 months following their issuance, in the original aggregate principal amount of $1,600,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
SUBSIDIARY GUARANTEE, dated as of December 14, 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Lion Group Holding Ltd. (the “Company”) and the Purchasers.
SERIES A AMERICAN DEPOSITARY SHARES PURCHASE WARRANT Lion group holding ltd.Security Agreement • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
THIS SERIES A AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ATW Opportunities Master Fund, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 14, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lion Group Holding Ltd., a Cayman Islands exempt company (the “Company”), up to 1,200,000 American Depositary Shares (“ADSs”), each ADS representing one (1) Ordinary Share (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2020, between Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES C AMERICAN DEPOSITARY SHARES PURCHASE WARRANT Lion group holding ltd.Securities Agreement • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
THIS SERIES C AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ATW Opportunities Master Fund, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the 7 year anniversary of the date the applicable Warrant Share vests pursuant to the Vesting Schedule (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lion Group Holding Ltd., a Cayman Islands exempt company (the “Company”), up to 7,500,000 American Depositary Shares (“ADSs”), each ADS representing one (1) Ordinary Share (as subject to adjustment hereunder, the “Warrant Shares”); provided, however, the exercisability of this Series C Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assign
9% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JUNE 14, 2023Convertible Security Agreement • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
THIS 9% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 9% Senior Secured Convertible Debentures of Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at Unit A-C, 33/F, Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Hong Kong, designated as its 9% Senior Secured Convertible Debenture due June 14, 2023 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
