AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • May 1st, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 25, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Parent”), and TRILLER CORP., a company incorporated under the laws of the State of Delaware (“Triller Corp.” or the “Company”, and together with the Investor and the Parent, the “parties” or separately each a “party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of April 25, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Parent”), and TRILLER CORP., a company incorporated under the laws of the State of Delaware (“Triller Corp.” or the “Company”, and together with the Investor and the Parent, the “parties” or separately each a “party”).
GUARANTY agreementGuaranty Agreement • May 1st, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 25, 2024, by the parties identified as guarantors on the signature pages hereto from time to time (each a “Guarantor,” and collectively, the “Guarantors,” which terms shall include their respective successors and assigns), with and for the benefit of YA II PN, Ltd. (the “Beneficiary,” which term shall include the Beneficiary’s successors and assigns). The Guarantors and the Beneficiary are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Pledge agreementPledge Agreement • May 1st, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of April 25, 2024, the parties identified as pledgors on the signature pages hereto from time to time, (each a “Pledgor,” and collectively, the “Pledgors,” which terms shall include their successors and assigns), with and for the benefit and security of YA II PN, Ltd. (the “Secured Party,” which term shall include its successors and assigns), having a mailing address at 1012 Springfield Avenue, Mountainside, NJ 07092. The Pledgors and the Secured Party are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
