SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2018 • Longfin Corp • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 22, 2018, is by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2018 • Longfin Corp • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 13, 2018, is by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
LONGFIN CORP. 10,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 1st, 2017 • Longfin Corp • Services-computer processing & data preparation • New York
Longfin Corp., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this "Agreement"), to issue and sell up to 10,000,000 shares of its Class A common stock, par value $0.00001 per share (the "Common Stock"), to investors (collectively, the "Investors") in an initial public offering pursuant to Regulation A through you as the underwriter (the "Underwriter"), acting on a "best efforts" basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the "Shares." The Shares are more fully described in the Offering Statement (as hereinafter defined).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 14th, 2018 • Longfin Corp • Services-computer processing & data preparation • New York
NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of January 22, 2018, by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”) and the investor signatory hereto (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 13th, 2017 • Longfin Corp • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
PLACEMENT AGENCY AGREEMENT January 22, 2018Placement Agency Agreement • January 23rd, 2018 • Longfin Corp • Services-computer processing & data preparation • New York
MASTER NETTING AGREEMENTMaster Netting Agreement • February 14th, 2018 • Longfin Corp • Services-computer processing & data preparation
MASTER NETTING AGREEMENT (the “Agreement”), dated as of February 13, 2018, by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2018 • Longfin Corp • Services-computer processing & data preparation
This AMENDMENT NO. 1, dated as of February 12, 2018 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT (the “Securities Purchase Agreement”), dated as of January 22, 2018, by and among Longfin Corp., a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”), and the undersigned investor (the “Investor”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Securities Purchase Agreement shall be used herein as therein defined.
AMENDED AND RESTATED MASTER NETTING AGREEMENTMaster Netting Agreement • August 21st, 2018 • Longfin Corp • Services-computer processing & data preparation • New York
AMENDED AND RESTATED MASTER NETTING AGREEMENT (the “Agreement”), dated as of August 20, 2018, by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).
VOTING AND LOCKUP AGREEMENTVoting and Lockup Agreement • January 23rd, 2018 • Longfin Corp • Services-computer processing & data preparation • New York
VOTING AND LOCKUP AGREEMENT, dated as of January__, 2018 (this “Agreement”), by and between by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”) and the stockholder signatory hereto (the “Stockholder”).
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • August 21st, 2018 • Longfin Corp • Services-computer processing & data preparation
This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 20th day of August, 2018, by and among Longfin Corp., a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
Addendum 1 to Share Exchange AgreementShare Exchange Agreement • May 24th, 2017 • Longfin Corp • Services-computer processing & data preparation
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 15th, 2017 • Longfin Corp • Services-computer processing & data preparation • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made on December 11th, 2017 by and between Longfin Corp, a Delaware Corporation (the "Purchaser") with its legal address being 16-017, Broad Street, New York 1004 and Meridian Enterprises Pte. Ltd (the “Seller”) with its legal address being at 105, CECIL Street #11-00, The Octagon Singapore-069534 and with other affiliates collectively represented M/s. Galaxy Media Ltd, Hong Kong located at Unit 1, 8/F, Tower II, South Seas Center, 75 Mody Road, Tsimshatsui East, Kowloon, Hong Kong (the “Parties”)
