FORM OF UNDERWRITING AGREEMENT 5,000,000 Units 8i Enterprises Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
The undersigned, 8i Enterprises Acquisition Corp, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 27 day of March, 2019, by and among 8i Enterprises Acquisition Corp, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
5,000,000 Units 8i Enterprises Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
The undersigned, 8i Enterprises Acquisition Corp, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • April 2nd, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 27, 2019 between 8i Enterprises Acquisition Corp, a British Virgin Islands company, with offices at 6 Eu Tong Sen Street, #08-13 The Central, Singapore 059817 (the “Company”), and VStock Transfer, LLC, a California limited liability trust company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
This Agreement is made as of [*], 2019 by and between 8i Enterprises Acquisition Corp (the “Company”) and Wilmington Trust Company, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • April 2nd, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of March 27, 2019, by and between 8i Enterprises Acquisition Corp, a British Virgin Islands company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
March 27, 20198i Enterprises Acquisition Corp. • April 2nd, 2019 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 8i Enterprises Acquisition Corp, a British Virgin Islands company (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 4th, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2019 (“Agreement”), by and among 8i ENTERPRISES ACQUISITION CORP, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and VSTOCK TRANSFER, LLC, a _______ limited liability trust company (the “Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 20th, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2019 (“Agreement”), by and among 8i ENTERPRISES ACQUISITION CORP, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and VSTOCK TRANSFER, LLC, a _______ limited liability trust company (the “Escrow Agent”).
AMENDMENT AND JOINDER AGREEMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 10th, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • Delaware
This AMENDMENT AND JOINDER TO SHARE EXCHANGE AGREEMENT (the “Amendment”), dated as of October 8, 2019, by and among Diginex Ltd., a Hong Kong company (the “Company”), the stockholders of the Company (each, a “Stockholder” and collectively the “Stockholders”), Pelham Limited, a Hong Kong company, as the representative of the Stockholders (the “Stockholders’ Representative”), Digital Innovative Limited, a Singapore public company limited by shares (“Singapore NewCo”), DIGITAL INNOVATIVE LIMITED, a British Virgin Islands business company (“BVI NewCo”), and 8i Enterprises Acquisition Corp, a British Virgin Islands business company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 2nd, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
This Agreement is made as of March 27, 2019 by and among 8i Enterprises Acquisition Corp (the “Company”), Wilmington Trust, National Association, as trustee (“Trustee”), and VStock Transfer, LLC, as transfer agent (“Transfer Agent”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 10th, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • Delaware
This SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of July 9, 2019, by and among Diginex Ltd., a Hong Kong company (the “Company”), the stockholders of the Company (each, a “Stockholder” and collectively the “Stockholders”) set forth on Exhibit A hereto, Pelham Limited, a Hong Kong company, as the representative of the Stockholders (the “Stockholders’ Representative”), and 8i Enterprises Acquisition Corp., a British Virgin Islands company (the “Purchaser”)
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2020 • 8i Enterprises Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ________, 2020, by and among Diginex Limited, a Singapore public company limited by shares (“Singapore NewCo”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
MERGER AGREEMENTMerger Agreement • February 5th, 2020 • 8i Enterprises Acquisition Corp. • Blank checks • New York
This MERGER AGREEMENT (this “Agreement”) dated as of October 8, 2019, is entered into by and among Digital Innovative Limited, a Singapore public company limited by shares (“Singapore NewCo”), DIGITAL INNOVATIVE LIMITED, a British Virgin Islands company (“BVI NewCo”), and 8i Enterprises Acquisition Corp, a British Virgin Islands business company (“8i”).
ESCROW AGREEMENTEscrow Agreement • February 5th, 2020 • 8i Enterprises Acquisition Corp. • Blank checks • New York
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is made and entered into as of ________, 2020, by and between Diginex Limited, a Singapore public company limited by shares (f/k/a Digital Innovative Limited) (“Singapore NewCo”), Pelham Limited, a Hong Kong company, solely in its capacity as the representative of the stockholders of Singapore NewCo (the “Stockholders’ Representative”), and VStock Transfer, LLC, a California limited liability company (the “Escrow Agent”).
SUPPLEMENTAL WARRANT AGREEMENTSupplemental Warrant Agreement • February 20th, 2020 • 8i Enterprises Acquisition Corp. • Blank checks • New York
THIS SUPPLEMENTAL WARRANT AGREEMENT (this “Agreement”), is made and entered effective as of __________, 2020, by and between 8i Enterprises Acquisition Corp., a British Virgin Islands company (the “Company”), Diginex Limited, a Singapore public company limited by shares (“Singapore NewCo”) and VStock Transfer, LLC (the “Warrant Agent”).
SECOND Amendment to SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 30th, 2020 • 8i Enterprises Acquisition Corp. • Blank checks • Delaware
This SECOND AMENDMENT TO SHARE EXCHANGE AGREEMENT (the “Second Amendment”), dated as of January 28, 2020, by and among Diginex Ltd., a Hong Kong company (the “Company”), the stockholders of the Company (each, a “Stockholder” and collectively the “Stockholders”), Pelham Limited, a Hong Kong company, as the representative of the Stockholders (the “Stockholders’ Representative”), Diginex Limited, a Singapore public company limited by shares (“Singapore NewCo”) (f/k/a Digital Innovative Limited), DIGITAL INNOVATIVE LIMITED, a British Virgin Islands business company (“BVI NewCo”), and 8i Enterprises Acquisition Corp, a British Virgin Islands business company (the “Purchaser”).
fourth AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 26th, 2020 • 8i Enterprises Acquisition Corp. • Blank checks • Delaware
This FOURTH AMENDMENT TO SHARE EXCHANGE AGREEMENT (the “Fourth Amendment”), dated as of June 24, 2020, by and among Diginex Ltd., a Hong Kong company (the “Company”), the stockholders of the Company (each, a “Stockholder” and collectively the “Stockholders”), Pelham Limited, a Hong Kong company, as the representative of the Stockholders (the “Stockholders’ Representative”), Diginex Limited, a Singapore public company limited by shares (“Singapore NewCo”) (f/k/a Digital Innovative Limited), DIGITAL INNOVATIVE LIMITED, a British Virgin Islands business company (“BVI NewCo”), and 8i Enterprises Acquisition Corp, a British Virgin Islands business company (the “Purchaser”, and collectively the “Parties”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 2nd, 2019 • 8i Enterprises Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 27, 2019 (“Agreement”), by and among 8i ENTERPRISES ACQUISITION CORP, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and VSTOCK TRANSFER, LLC, a California limited liability trust company (the “Escrow Agent”).
OPTION AGREEMENTOption Agreement • February 5th, 2020 • 8i Enterprises Acquisition Corp. • Blank checks
This Option Agreement (“Agreement”) is made as of [*], by and between Diginex Limited, a Singapore public company (the “Company”), and [*] (the “Option Holder”).
LOCK-UP AGREEMENT FOR HOLDERS OF GREATER THAN 2.5% OF SINGAPORE NEWCO ORDINARY SHARESLock-Up Agreement • February 5th, 2020 • 8i Enterprises Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2020, by and between the undersigned (the “Holder”) and Diginex Limited, a Singapore public company limited by shares (“Singapore NewCo”). Capitalized terms used, but not otherwise defined herein, have the meanings ascribed to such terms in the Amended Share Exchange Agreement (as defined below).
