NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 17th, 2020 • Proficient Alpha Acquisition Corp • Blank checks • Hong Kong
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 10, 2020, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), Proficient Alpha Acquisition Corp., a Nevada corporation (together with its successors, including the Surviving Corporation (as defined in the Business Combination Agreement) “Purchaser”), Lion Financial Group Limited, a corporation organized under the laws of the British Virgin Islands (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • March 17th, 2020 • Proficient Alpha Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 10, 2020, by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), (ii) Shih-Chung Chou, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
SECURITIES ASSIGNMENT AND JOINDER AGREEMENTSecurities Assignment and Joinder Agreement • March 17th, 2020 • Proficient Alpha Acquisition Corp • Blank checks
THIS SECURITIES ASSIGNMENT AND JOINDER AGREEMENT (this “Joinder”) is made and entered into as of March 12, 2020 by the undersigned parties hereto. Reference is hereby made to that (i) certain Letter Agreement, dated as of May 29, 2019 (as it may be amended from time to time, including by this Joinder, the “Sponsor Letter Agreement”), by and among Proficient Alpha Acquisition Corp. (the “Company”), I-Bankers Securities, Inc. (“I-Bankers”) and Shih-Chung Chou (the “Sponsor”), (ii) certain Letter Agreement, dated as of May 29, 2019 (as it may be amended from time to time, including by this Joinder, the “Initial Stockholders Letter Agreement”), by and among the Company, I-Bankers and the initial stockholders of the Company, (iii) certain Share Escrow Agreement, dated as of May 29, 2019 (as it may be amended from time to time, including by this Joinder, the “Share Escrow Agreement”), by and among the Company, American Stock Transfer & Trust Company, LLC (“AST”) and the initial stockholders
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2020 • Proficient Alpha Acquisition Corp • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●], 2020, and shall be effective as of the Closing (defined below), by and among (i) Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), (ii) Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), (iii) the individuals and entities listed under Investors on the signature page hereto (collectively, the “Investors”) and (iv) I-Bankers Securities, Inc., the managing underwriter in the Company’s initial public offering (the “Managing Underwriter”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then the Business Combination Agreement (as defined below)).
