Exhibit 10.1
EXECUTION
EQUITY PURCHASE AGREEMENT
THIS EQUITY
PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 7, 2023 (the “Execution Date”),
by and between AGBA Group Holding Limited., a British Virgin Islands company (the “Company”), and Williamsburg Venture
Holdings, LLC, a Nevada limited liability company (the “Investor”).
RECITALS
WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the Company up to Fifty Million Dollars ($50,000,000.00) of
the Company’s Ordinary Shares (as defined below).
NOW, THEREFORE,
in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1
RECITALS. The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated
in and made a part of this Agreement.
Section 1.2
DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings
to be equally applicable to both the singular and plural forms of the terms defined):
“Agreement” shall have the meaning specified
in the preamble hereof.
“Available
Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount following each
successful Closing, each time the Investor purchases Ordinary Shares pursuant to a Put.
“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s Ordinary Shares in the ten (10) Trading Days
immediately preceding the respective Put Date, as reported by Bloomberg.com.
“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal, state law or the laws of jurisdictions where such party conducts business,
for the relief of debtors.
“Claim Notice” shall have the meaning specified
in Section 9.3(a).
“Clearing Costs” shall mean all of the
Investor’s Transfer Agent fees.
“Clearing Date”
shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.
“Closing” shall mean
one of the closings of a purchase and sale of Ordinary Shares pursuant to Section 2.3.
“Closing Certificate”
shall mean the closing “Officer’s Certificate” of the Company in the form of Exhibit B hereto.
“Closing
Date” shall mean the date of any Closing hereunder.
“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor
shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) September 5, 2026, or (iii) written
notice of termination by the Company to the Investor.
“Commitment Shares”
means 600,000 Ordinary Shares issued by the Company to the Investor pursuant to Section 6.4.
“Ordinary
Shares” shall mean the Company’s Ordinary Shares, $0.001 par value per share, and any shares of any other class of ordinary
shares whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“Company” shall have
the meaning specified in the preamble to this Agreement.
“Confidential
Information” means any information disclosed by either party to this Agreement, or their affiliates, agents or representatives,
to the other party to this Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects (including,
without limitation, documents, formulae, business information, trade secrets, technology, strategies. prototypes, samples, plant and equipment),
which may or may not be designated as “Confidential,” “Proprietary” or some similar designation. Information communicated
orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within
ten (10) Trading Days after the initial disclosure. Confidential Information may also include information disclosed by third parties.
Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after
disclosure by the disclosing party to the receiving party through no fault, action or inaction of the receiving party; (iii) is already
in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files
and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of
such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference
to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s
possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing
party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information
from public disclosure.
“Current Report” shall have the meaning
set forth in Section 6.3.
“Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
“Damages” shall mean any loss, claim, damage,
liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements and costs and expenses
of expert witnesses and investigation).
“Dispute Period” shall have the meaning
specified in Section 9.3(a).
“Disqualification Event” shall have the
meaning specified in Section 4.26.
“DTC” shall mean The
Depository Trust Company, or any successor performing substantially the same function for the Company.
“DTC/FAST Program” shall mean the DTC’s
Fast Automated Securities Transfer Program.
“DWAC” shall mean
Deposit Withdrawal at Custodian as defined by the DTC.
“DWAC
Eligible” shall mean that (a) the Ordinary Shares are eligible at DTC for full services pursuant to DTC’s operational
arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation)
by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment
Shares or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Put Shares or Commitment Shares, as applicable, via DWAC.
“DWAC
Shares” means Ordinary Shares that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction
on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under
the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Execution Date” shall have the meaning
set forth in the preamble to this Agreement.
“FINRA” shall mean the Financial Industry
Regulatory Authority, Inc.
“Indemnified Party” shall have the meaning
specified in Section 9.2.
“Indemnifying Party” shall have the meaning
specified in Section 9.2.
“Indemnity Notice” shall have the meaning
specified in Section 9.3(b).
“Intellectual
Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations, service
names, patents, patent applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets
or other intellectual property rights.
“Investment
Amount” shall mean the dollar value equal to the amount of Put Shares referenced in the Put Notice multiplied by the Purchase
Price.
“Investor” shall
have the meaning specified in the preamble to this Agreement.
“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or any other restriction.
“Market
Price” shall mean the average of the highest and lowest traded price of the Ordinary Shares on the Principal Market for each
Trading Day during the Valuation Period, as reported by Bloomberg Finance L.P. or other reputable source.
“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company
and/or the Subsidiaries that is material and adverse to the Company and the Subsidiaries (taken as a whole) and/or any condition,
circumstance, or situation that would prohibit or otherwise materially interfere with (excluding however, any effect resulting from
general economic trends or conditions, epidemics, wars other force majeure events applicable to the industry or country as a whole)
the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under any Transaction Document.
“Maximum Commitment Amount”
shall mean the lower of (a) Fifty Million Dollars ($50,000,000.00) and (b) the Exchange Cap.
“Maximum
Put Amount” shall mean the lesser of: (i) such amount that equals two hundred percent (200%) of the Average Daily Trading Volume;
and (ii) Five Hundred Thousand Dollars ($500,000.00).
“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e. OTCQX,
OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the Ordinary Shares.
“Purchase
Price” shall mean at 97% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms
and conditions of this Agreement, with the actual percentage to be agreed by the parties at the time that each Put Notice is delivered
by the Company.
“Put”
shall mean the right of the Company to require the Investor to purchase Ordinary Shares, subject to the terms and conditions of this Agreement.
“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).
“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, addressed to the Investor and setting
forth the amount of Put Shares which the Company intends to require the Investor to purchase pursuant to the terms of this Agreement.
“Put
Shares” shall mean all Ordinary Shares issued, or that the Company shall be entitled to issue, per any applicable Put Notice
in accordance with the terms and conditions of this Agreement.
“Registration Rights Agreement” means that
agreement in the form attached hereto as Exhibit C.
“Registration Statement” shall have the
meaning specified in Section 6.3.
“Regulation D” shall
mean Regulation D promulgated under the Securities Act.
“Rule
144” shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities Act.
“SEC” shall mean the United States Securities
and Exchange Commission.
“SEC Documents” shall have the meaning
specified in Section 4.5.
“Securities” means, collectively, the Put
Shares and the Commitment Shares.
“Securities Act” shall mean the Securities
Act of 1933, as amended.
“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all short
positions effected through any direct or indirect share pledges (other than pledges in the ordinary course of business as part of prime
brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis),
or sales or other short transactions through non-U.S. broker dealers or foreign regulated brokers.
“Subsidiary”
or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,
owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of
Regulation S-K promulgated under the Securities Act.
“Third Party Claim” shall have the meaning
specified in Section 9.3(a).
“Trading Day” shall mean a day on which
the Principal Market shall be open for business.
“Transaction
Documents” shall mean this Agreement, the Registration Rights Agreement and all schedules and exhibits hereto and thereto.
“Transfer
Agent” shall mean Continental Stock Transfer and Trust Company, the current transfer agent of the Company, and any successor
transfer agent of the Company.
“Valuation
Period” shall mean the period of five (5) consecutive Trading Days immediately following the Clearing Date associated with the
applicable Put Notice during which the Purchase Price of the Ordinary Shares is valued, provided, however, that the Valuation Period shall
instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in Investor’s brokerage account prior
to 11:00 a.m. EST on the respective Clearing Date.
ARTICLE II
PURCHASE AND SALE
OF ORDINARY SHARES
Section 2.1
PUTS. (a) Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII),
the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from
time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in
each instance,
(i) the Investment Amount is not more than the Maximum Put
Amount and (ii) the aggregate Investment Amount of all Puts shall not exceed the Maximum Commitment Amount.
(b) EXCHANGE CAP. The Company
shall not issue or sell any Put Shares pursuant to this Agreement, and the Investor shall not purchase or acquire any Put Shares pursuant
to this Agreement, if after giving effect thereto, the Investor would beneficially own more than five percent (5.0%) of the issued and
outstanding Ordinary Shares of the Company as of the as of the relevant Closing Date (the “Exchange Cap”). For purposes
of this Section 2.1(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of
determining the number of outstanding Ordinary Shares the Investor may acquire upon the conversion of this Note without exceeding the
Exchange Cap, the Investor may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be,
(y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting
forth the number of Ordinary Shares outstanding.
Section
2.2 MECHANICS.
(a) PUT
NOTICE. At any time and from time to time during the Commitment Period, as provided in this Agreement, the Company may deliver a
Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein. The
Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading Days following
the Put Date.
(b) DATE
OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail by the Investor
if such notice is received on or prior to 8:30 a.m. EST or (ii) the immediately succeeding Trading Day if it is received by e-mail after
8:30 a.m. EST on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver another Put Notice to
the Investor within ten (10) Trading Days of a prior Put Notice.
Section 2.3 CLOSINGS.
(a) TIMING.
Closing shall occur within one (1) Trading Day following the end of the respective Valuation Period, whereby the Investor shall deliver
the Investment Amount by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior
to such Closing, each of the Company and the Investor shall deliver to each other all documents, instruments and writings required to
be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated
herein.
(b) RETURN
OF SURPLUS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then
the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect
to such Put shall be accordingly reduced by any Clearing Costs related to the return of such Put Shares.
(c) RESALES
DURING VALUATION PERIOD. The parties acknowledge and agree that during the Valuation Period, the Investor may contract for, or otherwise
effect, the resale of the subject purchased Put Shares to third-parties, in all instances subject to all U.S. securities and other applicable
laws.
ARTICLE III
REPRESENTATIONS
AND WARRANTIES OF INVESTOR
The Investor represents and warrants to the Company that:
Section 3.1
INTENT. The Investor is entering into this Agreement for its own account, and the Investor has no present arrangement (whether
or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable
state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.
Section 3.2
NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and accounting, business, investment and tax advisors. Except with respect to
the representations, warranties and covenants contained in this Agreement, the Investor is relying solely on such counsel and advisors
and not on any statements or representations of the Company or any of its representatives or agents for legal, accounting, business, tax
or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.
The Investor understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Put
Shares or made any findings or determination as to the fairness of this investment.
Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.
The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.
Section 3.4
AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and
the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary action and no further consent or authorization of the Investor is required. Each Transaction Document
to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof,
will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by other equitable principles of general application.
Section 3.5
NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as such term is defined in Rule 405 of the
Securities Act) of the Company.
Section 3.6
ORGANIZATION AND STANDING. The Investor is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction
of its formation with full right, limited liability company power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the other Transaction Documents.
Section 3.7
ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of
the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law,
rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, or any of its organizational or charter
documents(b) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which
the Investor or any of its assets is bound, or conflict with or constitute a material default (or an event that without notice or lapse
of time or both would become material default) thereunder, (c) result in the creation or imposition of any lien pursuant to the terms
of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party,
or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement,
relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.
Section 3.8
DISCLOSURE; ACCESS TO INFORMATION. The Investor has had an opportunity to review copies of the SEC Documents filed on behalf of
the Company and has had access to all publicly available information with respect to the Company; provided, however, that the Investor
makes no representation or warranty hereunder with respect to any SEC Document and is relying on the representations and warranties of
the Company in Article IV with respect to the SEC Documents.
Section 3.9
MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation or advertisement regarding the Securities.
Section 3.10
CERTAIN FEES. No brokerage or finder’s fees or commissions are or will be payable by the Investor to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Company shall have no obligation with respect to any fees or with respect to any claims made by or on
behalf of other Persons for fees of a type contemplated in this Section 3.10 that may be due in connection with the transactions
contemplated by the Transaction Documents.
Section
3.11 NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. The Investor acknowledges that either the Company, any Subsidiary, nor
any of their respective affiliates, nor any Person acting on their behalf, has engaged in any form of general solicitation or
general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the
Securities. Neither the Company, any Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the offer and sale of any of the Securities under the Securities Act, whether through integration
with prior offerings or otherwise, or cause this offering of the Securities to be integrated with prior offerings by the Company in
a manner that would require shareholder approval pursuant to the rules of the Principal Market on which any of the securities of the
Company are listed or designated. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of
the Principal Market.
ARTICLE IV
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The Company
represents and warrants to the Investor that, except as set forth in the disclosure schedules hereto that as of the Execution Date and
at each Closing Date:
Section 4.1
ORGANIZATION OF THE COMPANY. The Company is a company duly incorporated, validly existing and in good standing under the laws of
the British Virgin Islands, with the requisite power and authority to own and use its properties and assets and to carry on its business
as currently conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties
and assets and to carry on its business as currently conducted. Each of the Company and the Subsidiaries is not in violation or default
of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents
in any material respect. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation (if such concept so exists) or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Section 4.2
AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement
and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and
the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action
and no further consent or authorization of the Company or its Board of Directors or shareholders is required. Each of this Agreement and
the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable
principles of general application.
Section
4.3 CAPITALIZATION. As of the Execution Date, the authorized capital stock of the Company consists of (a) 200,000,000
Ordinary Shares, par value of $0.001 per share, of which approximately 67,561,998 Ordinary Shares are issued and outstanding. Except
as set forth on Schedule 4.3, the Company has not issued any shares since its most recently filed periodic report under the
Exchange Act, other than pursuant to the exercise of employee share options under the Company’s share option plans, the
issuance of Ordinary Shares to employees pursuant to the Company’s employee share purchase plans and pursuant to the
conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under
the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3, or as
otherwise disclosed in the SEC documents and except as a result of the purchase and sale of the Securities, there are no outstanding
options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or Securities, rights
or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any
shares of Ordinary Shares, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or
may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents. The issuance and sale of the Securities will not
obligate the Company to issue Ordinary Shares or other securities to any Person (other than the Investor) and will not result in a
right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
There are no shareholder agreements, voting agreements or other similar agreements with respect to the Company’s share capital
to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
Section 4.4
LISTING AND MAINTENANCE REQUIREMENTS. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and the Company has taken no action designed to terminate, or which to its knowledge is likely to have the effect of terminating, the
registration of the Ordinary Shares under the Exchange Act, nor has the Company received any notification that the SEC is contemplating
terminating such registration. The Company has not, in the six (6) months preceding the Execution Date, received notice from the Principal
Market on which the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Principal Market. The Company is in material compliance with all such listing and maintenance requirements.
Section 4.5
SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a)
or 15(d) thereof, for the six (6) months preceding the Execution Date (or such shorter period as the Company was required by law or regulation
to file such materials) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other
federal laws, rules and regulations applicable to such SEC Documents. The financial statements of the Company included in the SEC Documents
comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations
of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise
indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may
not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of
the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments). There is no transaction, arrangement, or other relationship between the
Company and an unconsolidated or other off balance sheet entity that is not disclosed by the Company in its financial statements or otherwise
that would be reasonably likely to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities
of the Company.
Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company,
other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act and other federal and
state securities laws.
Section 4.7
NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company, and
the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the
Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s
certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) materially conflict with, or constitute
a material default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation
of any Lien upon any of the properties or assets of the Company or any Subsidiary, or (c) result in a material violation of any federal,
state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate,
have a Material Adverse Effect). The business of the Company is not being conducted in violation of any law, ordinance or regulation of
any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse
Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or the other Transaction Documents (other than any SEC, Nasdaq, FINRA or state securities filings that
may be required to be made by the Company in connection with the issuance of the Commitment Shares or subsequent to any Closing or any
registration statement that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the
Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.
Section 4.8
NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary that
has not been disclosed in subsequent SEC filings.
Section 4.9
LITIGATION AND OTHER PROCEEDINGS. Except as set forth on Schedule 4.9, there are no actions, suits, investigations, inquiries
or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation,
which would have a Material Adverse Effect or would require disclosure under the Securities Act or the Exchange Act. No judgment, order,
writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental
agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company, any Subsidiary, or any current or former director or officer of the Company or any
Subsidiary or in the SEC documents.
Section 4.10
REGISTRATION RIGHTS. Except as set forth on Schedule 4.10 or in the SEC documents, no Person (other than the Investor) has
any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
Section 4.11 REMOVED AND RESERVED
Section
4.12 NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. Neither the Company, any Subsidiary, nor any of their respective
affiliates, nor any Person acting on their behalf, has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Neither the Company,
any Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of
the offer and sale of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise,
or cause this offering of the Securities to be integrated with prior offerings by the Company in a manner that would require
shareholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or
designated. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal
Market.
Section 4.13
INTELLECTUAL PROPERTY RIGHTS. To the Company’s knowledge, the Company and each Subsidiary own or possess adequate rights
or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted, except to the extent that would not reasonably expected to have a Material Adverse Effect.
Section 4.14 REMOVED AND RESERVED
Section 4.15
TITLE. Except as disclosed in the SEC Documents, the Company and each Subsidiary has good and marketable title to all real property
owned by it and good and marketable title in all personal property owned by it that is material to the business of the Company and each
Subsidiary, except to the extent that would not reasonably expected to have a Material Adverse Effect.
Section 4.16
INSURANCE. The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and
each Subsidiary is engaged.
Section 4.17
REGULATORY PERMITS. The Company and each Subsidiary possesses all material certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and neither the Company, nor any Subsidiary
has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.
Section 4.18
TAX STATUS. The Company and each Subsidiary has made or filed all material tax returns, reports and declarations required by any
jurisdiction to which it is subject (unless and only to the extent that the Company has set aside on its books provisions reasonably adequate
for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has
set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of the Company know of no reasonable basis for any such claim.
Section
4.19 TRANSACTIONS WITH AFFILIATES. Except as set forth in the SEC Documents, none of the officers or directors of the Company
or any Subsidiary, is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees,
consultants, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i)
$120,000 or (ii) one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years,
other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of
the Company or any Subsidiary and (iii) other employee benefits, including stock option agreements under any stock option plan of
the Company.
Section 4.20
FOREIGN CORRUPT PRACTICES. Neither the Company, any Subsidiary, nor to the knowledge of the Company, any agent or other Person
acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Company or any Subsidiary (or made by any Person acting on its behalf of which the Company is aware) which
is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.
Section 4.21
SARBANES-OXLEY. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable
to it.
Section 4.22
CERTAIN FEES. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section 4.22 that may be due in connection with the transactions
contemplated by the Transaction Documents.
Section 4.23
INVESTMENT COMPANY. The Company is not an “investment company” within the meaning of the Investment Company Act of
1940, as amended.
Section 4.24
ACCOUNTANTS. The Company’s independent auditors are set forth in the SEC Documents and, to the knowledge of the Company,
such accountants are an independent registered public accounting firm as required by the Securities Act.
Section 4.25
NO MARKET MANIPULATION. Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either of their behalf
has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company.
Section 4.26
NO DISQUALIFICATION EVENTS. None of the Company, any Subsidiary, any affiliated issuer, any director, executive officer, other
officer of the Company or any Subsidiary participating in the offering contemplated hereby, any beneficial owner of 20% or more of the
Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined
in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale is subject to any of the “Bad
Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act.
Section 4.27
MONEY LAUNDERING. The Company and each Subsidiary is in compliance with, and has not previously violated, the USA PATRIOT ACT of
2001 and all other applicable U.S. and non- U.S. anti-money laundering laws and regulations, including, but not limited to, the laws,
regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not
limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR,
Subtitle B, Chapter V.
Section 4.28
ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL CONTRIBUTIONS. Neither the Company, nor any Subsidiary has, nor, to the best of the
Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents
or other representatives of the Company, any Subsidiary or any other business entity or enterprise with which the Company is or has been
affiliated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, in contravention
of applicable law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to
any elective or appointive public office except on behalf of the Company.
ARTICLE V
COVENANTS OF INVESTOR
Section 5.1 COMPLIANCE
WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to Ordinary Shares will be in compliance with
all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.
Section 5.2
SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor or unaffiliated third party acting on
its behalf or pursuant to any understanding with it, will execute any Short Sales during the period from the Execution Date to the end
of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such
number of Ordinary Shares reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall,
until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with the terms
of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction
Documents. The Investor agrees not to disclose any Confidential Information of the Company to any third party, except for attorneys, accountants,
advisors who have a need to know such Confidential Information and are bound by confidentiality, and shall not use any Confidential Information
for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. The Investor acknowledges that
the Confidential Information of the Company shall remain the property of the Company and agrees that it shall take all reasonable measures
to protect the secrecy of any Confidential Information disclosed by the Company.
Section 5.3
TRANSACTION DOCUMENTS. On the Execution Date, the Investor shall deliver to the Company executed copies of all of the Transaction
Documents.
ARTICLE VI
COVENANTS OF
THE COMPANY
Section 6.1 REMOVED AND RESERVED.
Section
6.2 LISTING OF ORDINARY SHARES. The Company shall promptly secure the listing of all of the Put Shares and Commitment Shares to
be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable
best efforts to maintain, so long as any Ordinary Shares shall be so listed, the listing of all such Put Shares and Commitment Shares
from time to time issued hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading of
the Ordinary Shares on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply
in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal
Market. The Company shall promptly, and in no event later than the following Trading Day, provide to the Investor copies of any notices
it receives from any Person regarding the continued eligibility of the Ordinary Shares for listing on the Principal Market. The Company
shall pay all reasonable fees and expenses in connection with satisfying its obligations under this Section 6.2. The Company shall
take all action reasonably necessary to ensure that its Ordinary Shares can be transferred electronically as DWAC Shares.
Section 6.3 FILING
OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction
Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by,
and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). Pursuant to
the terms of the Registration Rights Agreement, the Company shall also file with the SEC, on or before the ninetieth (90th) day following
the Execution Date, a new registration statement on Form S-1 (the “Registration Statement”) covering the resale of
the Put Shares and Commitment Shares.
Section 6.4
ISSUANCE OF COMMITMENT SHARES. In consideration for the Investor’s execution and delivery of under this Agreement, the Company
shall cause the Transfer Agent to issue the Commitment Shares in the name of the Investor no later than five (5) Trading Days after the
Execution Date.
Section 6.5 CONFIDENTIALITY; NON-PUBLIC INFORMATION.
The Company agrees not to disclose
any Confidential Information of the Investor to any third party, except for attorneys, accountants, advisors who have a need to know such
Confidential Information and are bound by confidentiality, and shall not use any Confidential Information for any purpose other than in
connection with, or in furtherance of, the transactions contemplated hereby. The Company acknowledges that the Confidential Information
of the Investor shall remain the property of the Investor and agrees that it shall take all reasonable measures to protect the secrecy
of any Confidential Information disclosed by the Investor. The Company confirms that neither it nor any other Person acting on its behalf
shall provide the Investor or its agents or counsel with any information that constitutes or might constitute material, non- public information,
unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of
a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment
of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, the Investor shall have the right
to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information
without the prior approval by the Company; provided the Investor shall have first provided notice to the Company that it believes it has
received information that constitutes material, non-public information, and the Company shall have had at least twenty-four (24) hours
to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed
to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company,
any Subsidiary, or any of their respective directors, officers, employees, shareholders, affiliates or agents, for any such disclosure.
The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities
of the Company.
Section 6.6
PURCHASE RECORDS. The Company and the Investor each shall maintain records showing the Available Amount at any given time and the
date, Investment Amount and Put Shares for each Put, contained in the applicable Put Notice.
Section 6.7
TAXES. The Company and the Investor each shall be liable for 50% of all transfer, stamp or similar taxes that may be payable with
respect to the issuance and delivery of any shares of Ordinary Shares to the Investor made under this Agreement.
Section 6.8 TRANSACTION DOCUMENTS.
On the Execution Date, the Company shall deliver to the Investor executed copies of all of the Transaction Documents.
ARTICLE VII
CONDITIONS TO DELIVERY
OF PUT NOTICES AND CONDITIONS TO CLOSING
Section 7.1 CONDITIONS PRECEDENT
TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. The right of the Company to issue and sell the Put Shares to the Investor
is subject to the satisfaction of each of the conditions set forth below:
(a) ACCURACY
OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true and correct
in all material respects as of the Execution Date and as of the date of each Closing as though made at each such time.
(b) PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.
(c) NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.
(d) REGISTRATION
STATEMENT. The Company shall not have the right to issue any Put Shares if the Registration Statement, and any amendment or supplement
thereto, shall fail to be and remain effective for the resale by the Investor of the Put Shares and Commitment Shares.
Section 7.2 CONDITIONS PRECEDENT
TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is subject to
the satisfaction of each of the following conditions:
(a) REGISTRATION
STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be and remain effective for the resale by the
Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the Investor shall have received notice that the
SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or
withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so and
(ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus shall
exist. The Company shall have prepared and filed with the SEC a final and complete prospectus (the preliminary form of which shall be
included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus shall
be current and available for the resale by the Investor of all of the Securities covered thereby.
(b) ACCURACY
OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true
and correct in all material respects as of the Execution Date and as of the date of each Closing.
(c) PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company.
(d) NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.
(e) ADVERSE
CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely to have
a Material Adverse Effect has occurred.
(f) NO
SUSPENSION OF TRADING IN OR DELISTING OF ORDINARY SHARES. The trading of the Ordinary Shares shall not have been suspended by the
SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Ordinary Shares shall have been approved for listing or
quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any reason,
of the trading of the Ordinary Shares, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the
Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced
accordingly.
(g) BENEFICIAL
OWNERSHIP LIMITATION. The number of Put Shares to be purchased by the Investor shall not exceed the number of such shares that, when
aggregated with all other shares of Ordinary Shares then owned by the Investor beneficially or deemed beneficially owned by the Investor,
would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with
Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that
the amount of Ordinary Shares outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given, the amount
of Ordinary Shares outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when aggregating all
purchases of Ordinary Shares made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing
Date. The “Beneficial Ownership Limitation” shall be 9.99% of the Ordinary Shares outstanding immediately after giving
effect to the issuance of shares of Ordinary Shares issuable pursuant to a Put Notice.
(h) NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval
requirements of the Principal Market.
(i) OFFICER’S
CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate executed by an executive
officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as of the date of each such
certificate.
(j) DWAC
ELIGIBLE. The Ordinary Shares must be DWAC Eligible and not subject to a “DTC chill.”
(k) SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by
the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than Forms 8-K) shall have been filed with
the SEC within the applicable time periods prescribed for such filings under the Exchange Act.
(l) REMOVED AND RESERVED.
(m) REMOVED AND RESERVED.
(n) MINIMUM
PRICING. The lowest traded price of the Ordinary Shares in the five (5) Trading Days immediately preceding the respective Put Date
must exceed $0.01 per share.
(o) NO
VIOLATION. No statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction, including, without
limitation, the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated
by the Transaction Documents.
ARTICLE VIII
LEGENDS
Section 8.1 NO
RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.
Section 8.2 INVESTOR’S
COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with
all applicable securities laws upon the resale of the Ordinary Shares.
ARTICLE IX
NOTICES; INDEMNIFICATION
Section 9.1 NOTICES.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery,
telegram, or e-mail as a PDF, addressed as set forth below or to such other address as such party shall have specified most recently by
written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by e-mail at the address designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or (ii) on the second business day following the date of mailing by
express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications
shall be:
If to the Company:
AGBA Group Holding Limited.
AGBA Tower, 68 Johnston
Road
Wan Chai, Hong Kong SAR
Attention: Shu Pei Huang, Desmond
Email: desmond.shu@agba.com
with a copy to (which shall not constitute notice):
DLA Piper Singapore Pte. Ltd.
80 Raffles Place
UOB Plaza 1, #48-01
Attn: Joseph E. Bauerschmidt
Email: joe.bauerschmidt@dlapiper.com
If to the Investor:
Williamsburg Venture Holdings, LLC
395 Leonard Street,
Suite 719
Brooklyn, NY 11211
E-mail: rg@williamsburg.ventures
Attention: Ronald
Glenn, Managing Member
With a copy to (which shall not constitute notice):
The Verona Firm, PLLC
PO Box 18191
Tampa, FL 33679-8191
Brett Verona
(813)258-0852
brett@theveronafirm.com
Either party hereto may from time to time change its address
or e-mail for notices under this Section 9.1 by giving at least ten (10) days’ prior written notice of such changed address
to the other party hereto.
Section 9.2 INDEMNIFICATION.
Each party hereto (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers,
directors, employees, and authorized agents and representatives, and each Person or entity, if any, who controls such party within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and regulations thereunder (an “Indemnified
Party”) from and against any and all Damages, and any and all actions in respect thereof to which the Indemnified Party becomes
subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure
to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, or any post-effective amendment thereof or supplement thereto,
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act
or any state securities law, as such Damages are incurred, except to the extent such Damages result from the Indemnified Party’s
failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness, fraud,
willful misconduct or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing
indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based
upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and
in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration
Statement, any post- effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended
or supplemented).
Section 9.3 METHOD
OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted
and resolved as follows:
(a) In
the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is
being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by
such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period
ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined
below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend
the Indemnified Party against such Third Party Claim.
(i) If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified
Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to
defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third
Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party
to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party
in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment
of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying
Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s
delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other
action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,
that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying
Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and
expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect
to such Third Party Claim.
(ii) If
the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the
Third Party Claim pursuant to this Section 9.3(a), or if the Indemnifying Party gives such notice but demonstrably fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the
Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the
Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner
and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent
will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and
expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party
Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party
has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability
hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying
Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the
Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified
Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses
incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any
defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own
costs and expenses with respect to such participation.
(iii) If
the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified
Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute Period
whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third
Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under
Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such Third Party Claim, the Indemnifying Party
and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that
if the dispute is not resolved within sixty (60) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such
legal action as it deems appropriate.
(b) In
the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third
Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the
nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined
in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure
by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the
Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party
that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice,
the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section
9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party
has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within
sixty (60) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.
(c) The
Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by it in connection with investigating or defending any such Claim.
(d) No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.
(e) The
indemnification required by Section 9.1 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or damages are incurred; provided that any Person receiving any payment pursuant to this Section
6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a court of competent jurisdiction
determines that such Person receiving such payment was not entitled to such payment.
ARTICLE X
MISCELLANEOUS
Section 10.1 GOVERNING
LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the
principles of conflicts of law (whether of the State of New York or any other jurisdiction).
Section 10.2 DISPUTE
RESOLUTION. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in the City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any
provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision
of this Agreement in any other jurisdiction.
Section 10.3 JURY
TRIAL WAIVER. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
Section 10.4 ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors. Neither
this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.
Section 10.5 NO
THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Article IX.
Section
10.6 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor. In addition, this Agreement
shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor
purchases the Maximum Commitment Amount; or (iii) the date in which the Registration Statement is no longer effective, or (iv) the date
that, pursuant to or within the meaning of any Bankruptcy Law, the Company or the Investor commences a voluntary case or any Person commences
a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company
makes a general assignment for the benefit of its creditors as applicable; provided, however, that the provisions of Articles
III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the
termination of this Agreement for the maximum length of time allowed under applicable law.
Section 10.7 ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company
and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Section 10.8 FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees,
Investors fees related to the DWAC of Securities, stamp taxes and other taxes and duties levied in connection with the delivery of any
Securities to the Investor. The Investor shall withhold $15,000.00 from the Investment Amount with respect to the first Put under this
Agreement for reimbursement of the Investor’s expenses relating to the preparation of the Transaction Documents.
Section 10.9 COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed
to be an original instrument which shall be enforceable against the parties actually executing such counterparts and all of which together
shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by e-mail of a copy of this
Agreement bearing the signature of the parties so delivering this Agreement.
Section 10.10 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Agreement to any party.
Section 10.11 FURTHER
ASSURANCES. Each party shall do and perform, or cause tobe done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
Section 10.12 NO
STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.
Section 10.13 EQUITABLE
RELIEF. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach
of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of
the provisions of this Agreement, that the Investor shall be entitled, in addition to all other available remedies at law or in equity,
and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this
Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any
bond or other security being required.
Section 10.14 TITLE
AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered
in construing or interpreting this Agreement.
Section 10.15 AMENDMENTS;
WAIVERS. (i) No provision of this Agreement may be amended or waived other than by a written instrument signed by both parties hereto
and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.
Section 10.16 PUBLICITY.
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect
to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other
than as required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed,
except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide
the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the
name of the Investor without the prior written consent of the Investor, except to the extent required by law, including all securities
laws. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as
exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the
status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.
** Signature Page Follows **
IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Execution Date.
| |
AGBA Group Holding Limited |
| |
|
|
| |
By: |
/s/ Shu Pei Huang, Desmond |
| |
Name: |
Shu Pei Huang, Desmond |
| |
Title: |
Acting Group Chief Financial Officer |
| |
Williamsburg Venture Holdings, LLC |
| |
|
| |
By: |
/s/ Ronald Glenn |
| |
Name: |
Ronald Glenn |
| |
Title: |
Managing Member |
** Signature Page to Equity Purchase Agreement **
EXHIBIT A
FORM OF PUT NOTICE
TO: Williamsburg Venture Holdings, LLC
DATE:
We refer to the Equity
Purchase Agreement, dated September ____, 2023 (the “Agreement”), entered into by and between AGBA Group Holding Limited
and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.
We hereby:
| 1) | Give you notice that we require you to purchase Put
Shares; and |
| 2) | The purchase price per share, pursuant to the terms of the Agreement, is
; and |
| 3) | Certify that, as of the date hereof, the conditions set forth
in Section 7.2 of the Agreement are satisfied. |
| |
AGBA Group Holding Limited |
| |
|
| |
By: |
|
| |
Name: |
Shu Pei Huang, Desmond |
| |
Title: |
Acting Group Chief Financial Officer |
EXHIBIT B
FORM OF OFFICER’S CERTIFICATE OF AGBA
GROUP HOLDING LIMITED
Pursuant to Section 7.2(k) of
that certain equity purchase agreement, dated September ____ , 2023 (the “Agreement”), by and between AGBA Group Holding
Limited (the “Company”) and Williamsburg Venture Holdings, LLC (the “Investor”), the undersigned,
in his capacity as Acting Group Chief Financial Officer of the Company, and not in his individual capacity, hereby certifies, as of the
date hereof (such date, the “Condition Satisfaction Date”), the following:
1. The
representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date as though
made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular date) with respect
to all periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction Date, except
for any conditions which have temporarily caused any representations or warranties of the Company set forth in the Agreement to be incorrect
and which have been corrected with no continuing impairment to the Company or the Investor; and
2. All
of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but not limited
to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.
Capitalized terms used herein shall
have the meanings set forth in the Agreement unless otherwise defined herein.
IN WITNESS WHEREOF, the undersigned
has hereunto affixed his hand as of ________.
| |
By: |
|
| |
Name: |
Shu Pei Huang, Desmond |
| |
Title: |
Acting Group Chief Financial Officer |
EXHIBIT C
FORM OF REGISTRATION RIGHTS AGREEMENT
DISCLOSURE SCHEDULE
EQUITY PURCHASE AGREEMENT
BY AND AMONG AGBA GROUP
HOLDING LIMITED AND WILLIAMSBURG VENTURE HOLDINGS, LLC
DATED SEPTEMBER ___,
2023
These
Sections (these “Sections”) of this Disclosure Schedule are numbered to correspond to the corresponding sections of the Equity
Purchase Agreement (the “Agreement”). These Sections have been prepared in accordance with, and subject to, the following
terms and conditions:
(a)
To the extent a Section is intended to qualify a representation or warranty of the Company contained in the Article IV of the Agreement,
the information and disclosures contained in such Section are intended only to qualify and limit such representation or warranty and not
in any way expand the scope or effect of such representation or warranty.
(b)
The disclosure of any item in any Section of this Disclosure Schedule will constitute disclosure for purposes of another Section if it
is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other Sections or Sub-Sections.
(c)
Inclusion of any item in a Section of this Disclosure Schedule does not constitute a determination by the Company that such item is material
and shall not be deemed to establish a standard or materiality. No disclosure in any Section of this Disclosure Schedule relating to any
possible breach or violation of any agreement, law or any potential adverse contingency shall be construed as an admission or indication
that any such breach or violation exists or has actually occurred or that such adverse contingency will actually occur.
(d)
Any capitalized terms not defined in this Disclosure Schedule shall have the meanings assigned thereto in the Agreement. Any section headings
or titles used herein are included for convenience only and shall not be considered as representations or warranties as to the type, character
or content of the matters referred to thereunder.
Schedule
4.3
CAPITALIZATION
On August 21, 2023, pursuant to the Share Award Scheme, the Company
issued 100,000 ordinary shares to a consultant to compensate the services rendered.
Schedule 4.5
SEC DOCUMENTS
The Company filed a Form NT 10-K on March 31, 2023. Form 10-K was subsequently
filed on April 3, 2023.
Schedule 4.9
LITIGATION
None if not otherwise already disclosed in the SEC Documents.
Schedule 4.10
REGISTRATION RIGHTS
None.
