This SUBSCRIPTION AGREEMENT (this Subscription Agreement) is entered into on August 2, 2021 by and among AG1 Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the Issuer), VPC Impact Acquisition Holdings II, an exempted company incorporated in the Cayman Islands with limited liability (VIH), and the undersigned subscriber(s) (Subscriber).
WHEREAS, concurrently with the execution of this Subscription Agreement, the Issuer is entering into that certain Business Combination Agreement with VIH and FinAccel Pte. Ltd., a Singapore private company limited by shares (FinAccel), and the other parties thereto, providing for a business combination between the Issuer, VIH and FinAccel (the Transaction Agreement and the transactions contemplated by the Transaction Agreement, the Transaction);
WHEREAS, VIHs Class A ordinary shares of a par value of $0.0001 each (VIH Class A Ordinary Shares) and VIH Warrants (as defined herein) (together with the VIH Class A Ordinary Shares, the VIH Securities) are listed on The Nasdaq Stock Market LLC (NASDAQ or Stock Exchange) and the Issuer intends that its ADSs (as defined below) will be listed on the Stock Exchange immediately after the consummation of the Transaction;
WHEREAS, in connection with the Transaction, Subscriber desires to subscribe for and purchase immediately prior to the consummation of the Transaction, that number of the Issuers American Depositary Shares representing Class A ordinary shares, of a par value of $0.00001 each (the ADSs), set forth on the signature page hereto (such ADSs, the Subscribed Shares) for a purchase price of $10.00 per ADS (the Per Share Price and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the Purchase Price), and the Issuer desires to cause to be issued and sold to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Issuer;
WHEREAS, it is contemplated that following the date hereof, FinAccel, may incur any Permitted Financing (as defined in the Transaction Agreement) and/or issue the Naver and Square Peg Convertible Note (each such term as defined in the Transaction Agreement) (collectively, the Interim Period Financing);
WHEREAS, on or about the date of this Subscription Agreement, the Issuer and VIH are entering into subscription agreements for the subscription of ADSs with certain other investors (the Other Subscribers and together with Subscriber, the Subscribers) substantially similar to this Subscription Agreement, pursuant to which such investors have agreed to purchase on the closing date of the Transaction, inclusive of the Subscribed Shares, an aggregate amount of up to 30,000,000 ADSs, at the Per Share Price (the Other Subscribed Shares; and such agreements (which, for the avoidance of doubt, shall not include or be deemed to include all or any portion of the Interim Period Financing), the Other Subscription Agreements and together with this Subscription Agreement, the Subscription Agreements); and
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
Section 1 Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby subscribes for and agrees to purchase, and the Issuer hereby agrees to cause to be issued and sold to Subscriber, upon the payment of the Purchase Price, the Subscribed Shares (such subscription and issuance, the Subscription).