SOCIETY PASS INCORPORATED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●], 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 14th, 2022 • Society Pass Incorporated. • Services-business services, nec • New York
WARRANT AGENCY AGREEMENT, dated as of [●], 2022 (“Agreement”), between Society Pass Incorporated, a corporation organized under the laws of Nevada (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized under the laws of the State of New York (the “Warrant Agent”).
SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2022 • Society Pass Incorporated. • Services-business services, nec • New York
The undersigned, Society Pass Incorporated, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), (A)(i) an aggregate of ____________ shares of common stock, (the “Firm Shares”) par value $0.0001 per share of the Company (“Common Stock”) and (ii) an aggregate of [●] common stock purchase warrants (“Firm Warrants”) and (B) at the election of the Representative,(i) up to an additional _________ shares of Common Stock (the “Option Shares” and collectively with the Firm Shares, the “Shares”) and/or (ii) up to an additional ________ common stock purchase warrants (the “Option Warrants” and collectively with the Firm Warrants, the “Warrants”).The shares of Common Stock issuable upon the exercise of the
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 14th, 2022 • Society Pass Incorporated. • Services-business services, nec • Delaware
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into and made effective as of 1 October 2021, by and between SOCIETY PASS INCORPORATED, a Nevada corporation (“SOPA”), SOPA TECHNOLOGY PTE. LTD., a company incorporated under the laws of Singapore (“STPL”), and Stockholders (as defined in Exhibit B) (the “Stockholders”) of GOODVENTURES SEA LIMITED, a company incorporated under the laws of Hong Kong. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
