SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2024 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2024, 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 J AMERICAN DEPOSITARY SHARES PURCHASE WARRANTSecurity Agreement • August 13th, 2024 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
THIS SERIES J 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 August 9, 2031 (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 4,017,858 American Depositary Shares (“ADSs”), each ADS representing fifty (50) Ordinary Shares (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).
CONVERTIBLE DEBENTURE DUE AUGUST 9, 2027Convertible Security Agreement • August 13th, 2024 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693, designated as its Convertible Debenture due August 9, 2027 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
