Form of Term sheets

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EX-10.1 2 ea187908ex10-1_agbagroup.htm FORM OF TERM SHEETS

Exhibit 10.1

 

 

Strictly Confidential

 

Share Placement Term Sheet

 

This Term Sheet is provided for your information only on a strictly private and confidential basis and as the key terms of the proposed subscription of share placement to be issued by AGBA Group Holding Limited (“AGBA”) (the “Subscription”).

 

A.    Issuer AGBA Group Holding Limited (Nasdaq: AGBA)
B.    Instrument AGBA shares private placement with accompanying warrants
C.    Subscription Amount US$_________
D.    Issue Price US$0.70 per ordinary share
E.     Shares ___________ ordinary shares of AGBA (the “AGBA Shares”)
F.     Warrant Coverage The subscriber (the “Subscriber”) will receive one warrant (the “Warrant”) for every five AGBA shares subscribed. Each one warrant is exercisable into one ordinary share at an exercise price at US$1.00 per share.
G.     Closing

The Subscriber shall deliver to the Company, via wire transfer, immediately available funds equal to the Subscription Amount, and the Company shall deliver to the Purchaser its AGBA Shares and Warrant at closing.

 

Bank Account Name: ______________

 

Bank Name: ______________

 

Bank Address: ______________

 

Bank Code: ______________

 

Swift Code: ______________

 

Bank Account Number: ______________

 

Currency: USD

 

H.    Warrant Exercise period

The Investor shall have the right to exercise the Warrant in full or in part into the ordinary shares of the Issuer with following terms:

 

1.      Eligible to exercise six months after the date of share private placement with minimum US$500,000 for each exercise;

 

2.     The Issuer shall issue the ordinary shares to the Investor within seven working days upon receiving the exercise notice; and

 

3.     The warrant will be exercisable for 5 years after the exercise date.

 

I.      Governing Law and Jurisdiction This Term Sheet shall be governed by New York law. Any dispute arising out of or relating to this Term Sheet shall be finally settled by arbitration under the UNCITRAL Rules of Arbitration and administered by the Hong Kong International Arbitration Center. The seat of the arbitration shall be Hong Kong. Arbitration language shall be in English and Mandarin.
J.     Binding Effect The provisions of this term sheet shall be binding obligations of the parties, enforceable in accordance with their terms.

 

 

 

 

 

Strictly Confidential

 

AGBA GROUP HOLDING LIMITED   [INVESTOR]
             
By:     By:  
  Name:       Name:  
  Title: Acting Group Chief Financial Officer      Title: