REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2024 • Digiasia Corp. • Services-prepackaged software
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2024, is by and among DigiAsia Corp., a an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each of the investors listed on the Schedule of Investors attached to the Securities Purchase Agreement (as defined below) (collectively, the “Investors” and, together with the Company, the “Parties” and each, a “Party”). Certain capitalized terms used herein are defined in Section 1. Except as otherwise defined herein, capitalized terms have the meanings given to them in the Securities Purchase Agreement.
DIGIASIA CORP. [Form of] Class B Convertible Promissory NoteConvertible Note • June 26th, 2024 • Digiasia Corp. • Services-prepackaged software • Delaware
FOR VALUE RECEIVED, DIGIASIA CORP., an exempted company incorporated under the laws of the Cayman Islands (hereinafter called the “Maker” or the “Company”), hereby promises to pay to the order of [Holder], organized and existing under the laws of [__], or registered assigns (the “Holder”) the principal sum of [Principal Amount] and [Zero]/100 United States Dollars ($[Principal Amount])] (the “Principal Amount”) pursuant to the terms of this Class B Convertible Promissory Note (this “Note”). The consideration to the Maker for this Note is $[Purchase Price] and [Zero]/100 United States Dollars ($[Purchase Price])] (the “Consideration”) in United States currency, due to the prorated original issuance discount of 15% (the “OID”) equaling $[OID] and [Zero]/100 United States Dollars ($[OID])].
CONVERSION LOCK-UP AGREEMENTConversion Lock-Up Agreement • June 26th, 2024 • Digiasia Corp. • Services-prepackaged software
The undersigned is a holder of a Class B convertible promissory note (each, a “Class B Note”) of DigiAsia Corp., an exempted company incorporated under the laws of Cayman Islands (the “Company”) issued pursuant to the terms of that certain Securities Purchase Agreement, dated June __, 2024, by and among the Company, the undersigned, and certain others (the “Purchase Agreement”), and understands that certain Class A convertible promissory notes (each, a “Class A Note”) were issued pursuant to the terms of the Purchase Agreement to one or more other holders (each, a “Class A Note Holder”) in addition to the Class B Notes. Capitalized terms used herein but not otherwise defined, shall have the meanings ascribed to them in the Purchase Agreement, the Class A Note, or the Class B Note, as applicable.
ORDINARY SHARE PURCHASE WARRANT DIGIASIA CORP.Ordinary Share Agreement • June 26th, 2024 • Digiasia Corp. • Services-prepackaged software
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ENTITY NAME], a [JURISDICTION] [TYPE OF ENTITY], 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 Issue Date and on or prior to 5:00 p.m. (New York City time) on [ ]3 (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from DigiAsia Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to [INSERT WARRANT SHARES]4 (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
