AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 28, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), and AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Company,“and together with the Investor, the “parties” or separately each a “party”).
GUARANTY AGREEMENTGuaranty Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of June 28, 2024, by the parties identified as guarantors on the signature pages hereto or any joinder agreement 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.”
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made as of June 28, 2024 by the parties identified as pledgors on the signature pages hereto or any joinder agreement 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.”
AGBA GROUP HOLDING LIMITED 68 Johnston Road Wan Chai, Hong Kong SAR TRILLER CORP. 7119 West Sunset Blvd, Suite 782 Los Angeles, CA 90046 TRILLER HOLD CO LLC 7119 West Sunset Blvd, Suite 782 Los Angeles, CA 90046Standby Equity Purchase Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
This letter agreement (this “Agreement”) is being furnished to YA II PN, Ltd., a Cayman Islands exempted company the (“Secured Party”), in connection with that certain Second Amended and Restated Standby Equity Purchase Agreement, dated as of the date hereof (the “SEPA”), by and among AGBA Group Holding Limited, a British Virgin Islands business company (“AGBA”), Triller Corp., a Delaware corporation (“Triller Corp.”), and the Secured Party. Capitalized terms used but not defined herein have the meanings assigned thereto in the SEPA.
SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice • New York
THIS SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 28, 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 “Company”), and TRILLER CORP., a company incorporated under the laws of the State of Delaware (“Triller Corp.”, and together with the Investor and the Company, the “parties” or separately each a “party”).
AGBA Group, one of Nasdaq’s top 10 best-performing stocks for 2024, further cements strategic partnership with YorkvilleStandby Equity Purchase Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice
This development marks another important milestone as the merger of AGBA and Triller enters its final phase of completion. It also further cements the strategic relationship between AGBA and Yorkville, a leading global investment fund providing growth and acquisition capital to public companies.
