Prestige Wealth Inc. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2025 • Prestige Wealth Inc. • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2025, between Prestige Wealth Inc., a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2025 • Prestige Wealth Inc. • Finance services • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of April 19, 2025, between Prestige Wealth Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2022 • Prestige Wealth Inc. • Finance services • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Prestige Wealth Inc., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2025 • Prestige Wealth Inc. • Finance services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of December 20, 2024 by and between Prestige Wealth Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Komoda Kazuho, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
PRESTIGE WEALTH INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2023 • Prestige Wealth Inc. • Finance services • New York
The undersigned, Prestige Wealth Inc., an exempted company incorporated in the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC (the “Underwriter”) to issue and sell to the Underwriter an aggregate of 1,000,000 ordinary shares, par value US$0.000625, of the Company (“Ordinary Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
PRESTIGE WEALTH INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2022 • Prestige Wealth Inc. • Finance services
The undersigned, Prestige Wealth Inc., an exempted company incorporated in the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Underwriter”) to issue and sell to the Underwriter an aggregate of [●] ordinary shares, par value US$0.000625, of the Company (“Ordinary Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
ESCROW AGREEMENTEscrow Agreement • June 23rd, 2023 • Prestige Wealth Inc. • Finance services • New York
This Escrow Agreement dated this [ ] day of [ ] 2023 (the “Escrow Agreement”), is entered into by and among Prestige Wealth Inc., a company organized under the laws of the Cayman Islands (the “Company” or “Prestige”), having an address at Suite 5102, 51/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong, Revere Securities, LLC, (the “Representative”), each a “Party” and collectively, the “Parties.”.and Wilmington Trust, National Association, as escrow agent (“Escrow Agent”).
PRESTIGE WEALTH INC.Warrant Agreement • April 23rd, 2025 • Prestige Wealth Inc. • Finance services
THIS SERIES C ORDINARY WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, after the date that is three (3) months from the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter (the “Exercise Period”), to subscribe for and purchase from Prestige Wealth Inc., a Cayman Islands exempted company (the “Company”), up to [ ] Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT ADVISORY AGREEMENT Between PRESTIGE GLOBAL ASSET MANAGEMENT LIMITED (the “Manager”) and PRESTIGE ASSET MANAGEMENT LIMITED (the “Investment Advisor”) in respect of the Prestige Global Allocation FundInvestment Advisory Agreement • October 25th, 2022 • Prestige Wealth Inc. • Finance services • Hong Kong
PRESTIGE GLOBAL FUND SPC INVESTMENT ADVISOR PRESTIGE ASSET MANAGEMENT LIMITED (Securities & Futures Commission of Hong Kong licence: BHS708) SUBSCRIPTION AGREEMENT INSTRUCTIONSSubscription Agreement • October 25th, 2022 • Prestige Wealth Inc. • Finance services
Prestige Global Fund SPC (the “Fund”) is offering the Participating Shares, as specified in the subscription below. Subscribers should carefully review the current private placement memorandum of the Fund and any supplements of each Portfolio thereto as supplied by the Manager (together, the “Private Placement Memorandum”) and the most recent annual report and audited accounts (where applicable), before subscribing for Participating Shares.
the “Manager”) MANAGEMENT AGREEMENTManagement Agreement • August 23rd, 2019 • Prestige Wealth Inc. • Finance services • Hong Kong
CLASS B ORDINARY SHARE PURCHASE WARRANTClass B Ordinary Share Purchase Warrant • October 10th, 2025 • Prestige Wealth Inc. • Finance services
THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approval Date and until on or prior to 5:00 p.m. (New York City time) on October 10, 2035 (the “Termination Date”) but not thereafter (the “Exercise Period”), to subscribe for and purchase from Prestige Wealth Inc., a Cayman Islands exempted company (the “Company”), up to [●] Class B Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class B Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 10th, 2025 • Prestige Wealth Inc. • Finance services
This Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either Part A or Part B below and the applicable box in Part C below.
THIS AGREEMENT is made on this 15 July 2018 BETWEEN:Office Space Agreement • February 15th, 2019 • Prestige Wealth Inc. • Finance services • Hong Kong
CLASS A ORDINARY SHARE PURCHASE WARRANTWarrant Agreement • October 10th, 2025 • Prestige Wealth Inc. • Finance services
THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof (the “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on October 10, 2028 (the “Termination Date”) but not thereafter (the “Exercise Period”), to subscribe for and purchase from Prestige Wealth Inc., a Cayman Islands exempted company (the “Company”), up to [●] Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Referral AgreementReferral Agreement • October 25th, 2022 • Prestige Wealth Inc. • Finance services
This contract is entered into by and between [ A ] Limited (hereinafter referred to as Party A), and [ B ] Limited (hereinafter referred to as Party B).
INVESTMENT Management agreementInvestment Management Agreement • October 25th, 2022 • Prestige Wealth Inc. • Finance services
CLASS A ORDINARY SHARE PURCHASE WARRANT PRESTIGE WEALTH INC.Class a Ordinary Share Purchase Warrant • July 5th, 2024 • Prestige Wealth Inc. • Finance services • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tokyo Bay Management Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six months following the date hereof (the “Initial Exercise Date”) and on or prior to January 02, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Prestige Wealth Inc., an exempted company incorporated in the Cayman Islands (the “Company”), up to 450,000 Class A ordinary shares, par value $0.000625 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price (as defined in Section 2(c) hereof).
DIRECTOR AGREEMENTDirector Agreement • October 30th, 2025 • Prestige Wealth Inc. • Finance services
This Director Agreement (the “Agreement”) is made and entered into as of _____________________, 2025 by and between Prestige Wealth Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and ___________(the “Director”).
DIRECTOR AGREEMENTDirector Agreement • October 10th, 2025 • Prestige Wealth Inc. • Finance services
This Director Agreement (the “Agreement”) is made and entered into as of _____________________, 2025 by and between Prestige Wealth Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and ___________(the “Director”).
PRESTIGE WEALTH INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2025 • Prestige Wealth Inc. • Finance services
This Indemnification Agreement (this “Agreement”) is made and entered into as of ____________, 2025 by and between Prestige Wealth Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and ______________, an individual (the “Indemnitee”).
CLASS A ORDINARY SHARE PURCHASE WARRANTClass a Ordinary Share Purchase Warrant • October 10th, 2025 • Prestige Wealth Inc. • Finance services
THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof (the “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on October 10, 2028 (the “Termination Date”) but not thereafter (the “Exercise Period”), to subscribe for and purchase from Prestige Wealth Inc., a Cayman Islands exempted company (the “Company”), up to [●] Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
investment ADVISORY AgreementInvestment Advisory Agreement • August 23rd, 2019 • Prestige Wealth Inc. • Finance services • Hong Kong
PRESTIGE WEALTH INC. consulting services AGREEMENTConsulting Services Agreement • October 20th, 2025 • Prestige Wealth Inc. • Finance services
This CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of October 10, 2025, by and among Prestige Wealth Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with its subsidiaries and affiliated entities, the “Group”), BD International Services LLC, a Limited Liability Company incorporated and existing under the laws of Wyoming, the United States, the United States (the “Consultant”), and Bjorn Schmidtke (Passport No. : [ ] (the “Service Provider”).
dELEGATION AgreementDelegation Agreement • December 20th, 2021 • Prestige Wealth Inc. • Finance services • Hong Kong
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2025 • Prestige Wealth Inc. • Finance services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October __, 2025, is entered into by and among Kiara Capital Holding Limited, a company incorporated in the British Virgin Islands (“Buyer”), the parties set forth on Schedule A hereto (each a “Seller”, and collectively, the “Sellers”), and Kazuho Komoda in his capacity as the representative of the Sellers in accordance with Section 8.10 (the “Seller Representative”). Buyer, the Sellers and the Seller Representative are each sometimes referred to herein individually as a “Party” and together as the “Parties”.
Amendment to Loan AgreementLoan Agreement • January 6th, 2026 • Aurelion Inc. • Finance services
Underwriter’s WarrantUnderwriter's Warrant • December 2nd, 2022 • Prestige Wealth Inc. • Finance services • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE date of the commencemEnt of sales of the offering pursuant the registration statement No: 333-267999 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1 FINANCIAL SECURITIES, INC., EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).
INVESTMENT Management agreementInvestment Management Agreement • February 15th, 2019 • Prestige Wealth Inc. • Finance services • Hong Kong
Client Referral AgreementClient Referral Agreement • December 20th, 2021 • Prestige Wealth Inc. • Finance services • Hong Kong
This contract is entered into by and between Blue Ocean Wealth Management (Hong Kong) Ltd. (hereinafter referred to as Party A) and Prestige Private Wealth Management Limited (hereinafter referred to as Party B)
ONGOING ADVISORY AgreementOngoing Advisory Agreement • December 20th, 2021 • Prestige Wealth Inc. • Finance services • Hong Kong
AURELION INC. Shares of Class A Ordinary Shares (par value $0.000625 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • January 9th, 2026 • Aurelion Inc. • Finance services • New York
PRESTIGE WEALTH INC. consulting services AGREEMENTConsulting Services Agreement • October 10th, 2025 • Prestige Wealth Inc. • Finance services
This CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of _________, by and among Prestige Wealth Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with its subsidiaries and affiliated entities, the “Group”), BD International Services LLC, a Limited Liability Company incorporated and existing under the laws of Wyoming, the United States, the United States (the “Consultant”), and Bjorn Schmidtke (the “Service Provider”).
PRE-FUNDED CLASS A ORDINARY SHARE PURCHASE WARRANTPre-Funded Class a Ordinary Share Purchase Warrant • October 10th, 2025 • Prestige Wealth Inc. • Finance services
THIS PRE-FUNDED CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof (the “Initial Exercise Date”), to subscribe for and purchase from Prestige Wealth Inc., a Cayman Islands exempted company (the “Company”), up to [●] Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRESTIGE WEALTH INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2025 • Prestige Wealth Inc. • Finance services
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of __________________, by and between Prestige Wealth Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with its subsidiaries and affiliated entities, the “Group”) and _______________ (the “Executive”).