AGBA Group Holding Limited Share Placement and Warrant Term Sheet

AGBA GROUP HOLDING LIMITED

[INVESTOR]

Acting Group Chief Financial Officer

Summary

AGBA Group Holding Limited is offering a private placement of its ordinary shares to selected investors, with each investor also receiving warrants to purchase additional shares. For every five shares subscribed at $0.70 per share, the investor receives one warrant, exercisable at $1.00 per share. Warrants can be exercised six months after the placement, with a minimum exercise amount of $500,000, and remain valid for five years. The agreement is governed by New York law and disputes will be resolved by arbitration in Hong Kong. Both parties are legally bound by the terms outlined.

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