Merger Sub I Accession Agreement dated as of December 3, 2021

Contract Categories: Mergers & Acquisitions - Merger Agreements
EX-2.1 2 ea151868ex2-1_agbaacq.htm MERGER SUB I ACCESSION AGREEMENT DATED AS OF DECEMBER 3, 2021

Exhibit 2.1

 

Accession Agreement

 

THIS ACCESSION AGREEMENT is made on December 3, 2021 and made between:

 

(1) AGBA Merger Sub I Limited (the “Merger Sub”);

(2) AGBA Acquisition Limited;

(3) TAG International Limited;

(4) TAG Asset Partners Limited;

(5) OnePlatform International Limited;

(6) OnePlatform Holdings Limited; and

(7) TAG Holdings Limited

 

This Accession Agreement is made on December 3, 2021, by the Merger Sub in relation to that Business Combination Agreement, dated November 3, 2021, (the “Business Combination Agreement”) by and between AGBA Acquisition Limited (the “Acquiror”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), OnePlatform Holdings, Inc. (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”) and TAG Holdings Limited (“TAG”).

 

WHEREAS

 

The Merger Sub intends to accede to the BCA in accordance with Section 7.7 therein.

 

THEREFORE, IT IS AGREED as follows:

 

1.Terms defined in the Business Combination Agreement shall, unless otherwise defined in this Accession Agreement, bear the same meaning when used in this Accession Agreement.

 

2.The Merger Sub confirms that it intends to be party to the Business Combination Agreement, undertakes to perform all of the obligations expressed to be assumed by it under the Business Combination Agreement, and agrees that it shall be bound by all provisions of the Business Combination Agreement as if it had been an original party to the Business Combination Agreement.

 

3.The Acquiror, B2B, B2BSub, HKSub, OPH, Fintech and TAG agree that the Merger Sub shall, by execution of this deed, accede to the Business Combination Agreement as if it had been an original party thereto and be bound by all of the obligations expressed to be assumed by the Merger Sub under the Business Combination Agreement.

 

4.The Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by laws of the state of New York.

 

THIS AGREEMENT has been signed on behalf of each party hereto, is executed as a deed by the Merger Sub and is delivered on the date stated above.

 

[Signature pages below]

 

 

 

 

The Merger Sub  
   
[EXECUTED AS A DEED )  
By: [AGBA Merger Sub I Limited] )  
   
/s/ Zi Lin Vera Tan Director
   
  Director/Secretary
   
OR  
   
[EXECUTED AS A DEED  
By: [Full Name of Acceding Debtor]  
   
  Signature of Director
   
  Name of Director
   
in the presence of  
   
  Signature of Witness
   
  Name of Witness
   
AGBA Acquisition Limited  
   
By:  
   
/s/ Gordon Lee  

 

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TAG International Limited  
   
By:  
   
/s/ Shu Pei Huang, Desmond  
   
TAG Asset Partners Limited  
   
By:  
   
/s/ Shu Pei Huang, Desmond  
   
OnePlatform International Limited  
   
By:  
   
/s/ Shu Pei Huang, Desmond  
   
OnePlatform Holdings Limited  
   
By:  
   
/s/ Ng Wing Fai  
   
TAG Asia Capital Holdings Limited  
   
By:  
   
/s/ Ng Wing Fai  
   
TAG Holdings Limited  
   
By:  
   
/s/ Ng Wing Fai  

 

 

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