4,000,000 Units AGBA Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks • New York
The undersigned, AGBA Acquisition Limited, a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, 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 • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2019, by and among AGBA Acquisition Limited, 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”).
RIGHTS AGREEMENTRights Agreement • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2019 between AGBA Acquisition Limited, a British Virgin Islands company, with offices at Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks • New York
This Agreement is made as of [*], 2019 by and between AGBA Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2019, by and between AGBA Acquisition Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
AGBA Acquisition LimitedUnderwriting Agreement • May 3rd, 2019 • AGBA Acquisition LTD • 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 AGBA Acquisition Limited, a British Virgin Islands company (the “Company”), and Maxim Group 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, par value $0.001 per share (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 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2019 (“Agreement”), by and among AGBA ACQUISITION LIMITED, 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 CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 3rd, 2019 • AGBA Acquisition LTD • Blank checks
AGBA Acquisition Limited (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).
