Lion Group Holding LTD Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2021 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 17th, 2021 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 13, 2021, between Lion Group Holding Ltd., 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2024 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2024, between Lion Group Holding Ltd., 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”).
SECURITY AGREEMENTSecurity Agreement • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This SECURITY AGREEMENT, dated as of December 14, 2020 (this “Agreement”), is among Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), Lion Wealth Limited, Lion Foreign Exchange Limited and Lion Wealth Management Limited (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 9% Senior Secured Convertible Debentures due 30 months following their issuance, in the original aggregate principal amount of $1,600,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 18th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Lion Group Holding Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 16th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
SUBSIDIARY GUARANTEE, dated as of December 14, 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Lion Group Holding Ltd. (the “Company”) and the Purchasers.
SERIES L AMERICAN DEPOSITARY SHARES PURCHASE WARRANTSecurity Agreement • May 29th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
THIS AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ATW Opportunities Master Fund II, L.P. 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 23, 2032 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lion Group Holding Ltd., a Cayman Islands exempt company (the “Company”), up to 140,625 American Depositary Shares (“ADSs”), each ADS representing one Ordinary Share (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2021 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2021, between Lion Group Holding Ltd., 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”).
SERIES H AMERICAN DEPOSITARY SHARES PURCHASE WARRANT Lion group holding ltd.Securities Agreement • September 5th, 2023 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
THIS SERIES H AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ATW Opportunities Master Fund II, LP 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 2, 2028 the “Termination Date”) but not thereafter, to subscribe for and purchase from Lion Group Holding Ltd., a Cayman Islands exempt company (the “Company”), up to 13,158 American Depositary Shares (“ADSs”), each ADS representing fifty (50) Ordinary Share (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONVERTIBLE DEBENTURE DUE May 23, 2028Convertible Security Agreement • May 29th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693, designated as its Convertible Debenture due May 23, 2028 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June [_], 2025, is by and among Lion Group Holding Ltd., a Cayman Islands exempted company with offices located at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • April 11th, 2023 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • Hong Kong
THIS ASSET ACQUISITION AGREEMENT (the “Agreement”), made as of 6th April, 2023 (the “Effective Date”), by and among Hangzhou Lanlian Technology Co., Ltd. 杭州蓝链科技有限公司 (the “Seller”), and Lion Group Holding Ltd. or any entity designated by Lion Group Holding Ltd. (“the “Buyer”). Seller and Buyer, individually are referred to herein as a “Party,” and collectively as the “Parties”.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 18th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of the date hereof, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Purchaser” on the Schedule of Purchasers attached thereto (each a “Purchaser” and collectively, the “Purchasers”), pursuant to which the Company shall be required to sell, and the Purchasers shall purchase or have the right to purchase, the Debentures (as defined in the Securities Purchase Agreement) issued pursuant thereto (as such Debentures may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Debentures”);
TERMS OF BUSINESS FOR EXCHANGE TRADED FUTURES AND OPTIONS BUSINESSTerms of Business • March 23rd, 2020 • Lion Group Holding LTD • Hong Kong
THESE TERMS OF BUSINESS, together with any Annexes or Modules or Schedule(s) or other accompanying documents (as amended from time to time) (this “Agreement”) sets out the terms of the contract between us and is made on [Date] October 10, 2018
GUARANTYGuaranty • June 18th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
This GUARANTY, dated as of June [17], 2025 (this “Guaranty”), is made by each of the undersigned (together with any other Person which joins this Guaranty after the date hereof pursuant to Section 10 or otherwise becomes a party hereto, each, individually, a “Guarantor”, and collectively, the “Guarantors”), in favor of ATW Digital Asset Opportunities VI LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Purchasers” party to the Securities Purchase Agreement (each as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 3rd, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (“Agreement”) is made and entered into in this 1st day of August 2020 (“Effective Date”), by and between LION GROUP HOLDING LTD., a company organized under the laws of the Cayman Islands, its successors and assigns (the “Company”), Greentree Financial Group, Inc., a Florida corporation (“Greentree”), and the various other investors identified in Schedule I (together with Greentree, the “Investors”).
ContractContract for Purchase of Trading System and Services • March 23rd, 2020 • Lion Group Holding LTD
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 18th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2025, between Lion Group Holding Ltd., 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”).
SENIOR SECURED CONVERTIBLE DEBENTURE DUE [ ]Convertible Security Agreement • June 18th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693, designated as its Senior Secured Convertible Debenture due [ ] (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”) issued pursuant to the Securities Purchase Agreement, dated as of [ ] June, 2025 (the “Subscription Date”), by and among the Company and the investors (the “Purchasers”) referred to therein, as amended from time to time, with underlying ADSs issued pursuant to a registration statement on Form F-6 which has [ ] ADSs (as defined below) issuable upon deposit of Ordinary Shares (as defined in the Securities Purchase Agreement) (Registration No. 333-273223) (the “ADS Registration Statement”). Certain ca
Lion Group Holdings Ltd.Securities Purchase Agreement • January 28th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
Reference is made to that certain Securities Purchase Agreement August 4, 2024 (the “Purchase Agreement”), entered by Lion Group Holding Ltd., a company organized under the laws of the Cayman Islands, (the “Company”) and ATW Opportunities Master Fund II, L.P. (the “Buyer”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement. Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” Reference is also made to that certain amendment dated January 9, 2025 entered by the Parties.
WAIVERWaiver • September 27th, 2023 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Waiver (this “Waiver”) is dated as of September 26, 2023, by and between Lion Group Holding Ltd., a Cayman Islands exempt company (the “Company”), and the undersigned holder of securities in the Company (the “Holder”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the February SPA (as defined below).
SHARE SUBSCRIPTION AGREEMENT dated December 19, 2020 by and between LION GROUP HOLDING LTD and YUN TIAN INVESTMENT LIMITEDShare Subscription Agreement • December 21st, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • Hong Kong
This SHARE SUBSCRIPTION AGREEMENT (the “Agreement”), dated December 19, 2020, between LION GROUP HOLDING LTD, a Cayman Islands exempted company (the “Company”), and YUN TIAN INVESTMENT LIMITED, a company established and existing under the laws of Hong Kong (the “Subscriber”). The Company and the Subscriber are each referred to herein individually as a “Party” and collectively as the “Parties”.
Account Control AgreementAccount Control Agreement • November 12th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • South Dakota
This Account Control Agreement (the “Agreement”) is made effective June 20, 2025 among Lion Group Holding Ltd., a Cayman Islands company with limited liability (the “Pledgor”), ATW Digital Asset Opportunities VI LLC, a Delaware limited liability company (in its capacity as collateral agent for the Buyers (as defined below) in such capacity, together with its successors and assigns in such capacity, the “Secured Party”), BitGo Prime LLC (“Delegate”), for the limited purpose as set forth in Section 12, and BitGo Trust Company, Inc. (the “Custodian”).
ContractLicensing Agreement • March 23rd, 2020 • Lion Group Holding LTD • Hong Kong
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • June 22nd, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of June 16, 2020, by and among (i) Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), (ii) Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), and (iii) American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 29, 2020 (“Effective Date”), by and among Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), Greentree Financial Group, Inc., a Florida corporation (“Greentree”), and the various other investors identified in Schedule I to the Original Agreement (as defined below) (together with Greentree, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement.
Main Service AgreementMain Service Agreement • March 23rd, 2020 • Lion Group Holding LTD • Hong Kong
This Agreement takes effect on November 1, 2019. In principle of equality and mutual benefit and through friendly discussion, Party A, Lion Futures Limited, a Hong Kong company, Registered Address: Unit F, 22/F, YHC Tower, No.1 Sheung Yuet Road, Kowloon Bay, Hong Kong SAR, and Party B, Esunny International (Hong Kong) Co., Ltd., Registered Address: Unit 1115, Admiralty Centre Tower 2, No. 18 Harcourt Road, Hong Kong SAR, agree to enter into this Agreement under the terms and conditions shown as follows:
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
This Amended and Restated Securities Purchase Agreement (“Agreement”) is made and entered into in this 19 day of October 2020 (“Effective Date”), by and between LION GROUP HOLDING LTD., a company organized under the laws of the Cayman Islands, its successors and assigns (the “Company”), Greentree Financial Group, Inc., a Florida corporation (“Greentree”), and the various other investors identified in Schedule I (together with Greentree, the “Investors”).
Dated 15 March 2021 (雄岸科技集團有限公司); and SUBSCRIPTION AGREEMENT in respect of the issue of new shares by Grandshores Technology Group LimitedSubscription Agreement • March 16th, 2021 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • Hong Kong
THIS AGREEMENT is made on 13th April 2021. BETWEEN:- IT IS AGREED as follows:-Sale Agreement • April 13th, 2021 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • England
Strategic Cooperation AgreementStrategic Cooperation Agreement • January 8th, 2021 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
This Strategic Cooperation Agreement (“this Agreement”) is signed by the following parties in the Hong Kong Special Administrative Region of China on 6 January 2021.
SENIOR SECURED CONVERTIBLE DEBENTURE DUE JULY 21, 2028Convertible Security Agreement • July 22nd, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693, designated as its Senior Secured Convertible Debenture due July 21, 2028 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”) issued pursuant to the Securities Purchase Agreement, dated as of June 17, 2025 (the “Subscription Date”), by and among the Company and the investors (the “Purchasers”) referred to therein, as amended from time to time, with underlying ADSs issued pursuant to a registration statement on Form F-6 which has 95,786,346 ADSs (as defined below) issuable upon deposit of Ordinary Shares (as defined in the Securities Purchase Agreement) (Registration No. 333-273223) (the “ADS Registration Stateme
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2022 • Lion Group Holding LTD • Security brokers, dealers & flotation companies
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”), is made as of February [10], 2022, by and between Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”) and ATW Opportunities Master Fund L.P. (the “Purchaser”), with reference to the following background:
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2020 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • Hong Kong
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of by and between Lion Group Holding Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and , 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”).