REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2021, is by and among AGM Group Holdings Inc., a British Virgin Islands company (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2021, between AGM Group Holdings Inc., a company organized under the laws of the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 13th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This letter (this “Agreement”) constitutes the agreement between AGM Group Holdings, Inc. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.
CLASS A ORDINARY SHARE PURCHASE WARRANT AGM GROUP HOLDINGS INC.Class a Ordinary Share Purchase Agreement • December 13th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • New York
THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] 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 forty-two month anniversary of the Initial Effective Date (as defined in the Purchase Agreement (as defined below)), (the “Termination Date”) but not thereafter, to subscribe for and purchase from AGM Group Holdings Inc., a British Virgin Islands company (the “Company”), up to [●] of class A ordinary shares each, $0.001 par value, of the Company (the “Ordinary Shares”) (the Ordinary Shares issuable hereunder, as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGM Group Holdings Inc. December __, 2021Lock-Up Agreement • December 13th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services
