Treasure Global(TGL)三名高管/董事以Reg S关联方私募合计认购120万美元股票，底价0.45美元、较现价溢价约68%，但全额发行将稀释约52%

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 15, 2026
TREASURE GLOBAL INC
(Exact name of registrant as specified in its charter)
Delaware
001-41476
36-4965082
(State or other jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
276 5th Avenue
,
Suite 704 #739
New York
,
New York
10001
(Address of registrant’s principal executive office)
(Zip code)
+6012
643 7688
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.00001 per share
TGL
The
Nasdaq
Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01. Entry into a Material Definitive
Agreement.
On
October 15, 2026, Treasure Global Inc, a Delaware corporation (the “Company” or “TGL”), entered into separate
Subscription Agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with
Chan Meng Chun, Pusparajan a/l Vadiveloo and Teo Chong Chan (each, an “Investor” and collectively, the “Investors”),
each
of
whom is a Malaysian citizen, pursuant to which each Investor agreed to purchase from the
Company US$400,000 of shares of the Company’s common stock in two equal US$200,000 tranches. The aggregate investment amount under
the Subscription Agreements is US$1,200,000. The offerings are being made in reliance on Regulation S under the Securities Act of 1933,
as amended (the “Securities Act”).
Under each Subscription
Agreement, the number of shares issued for a tranche (the “Tranche Shares”) equals the applicable US$200,000 tranche payment
divided by the greater of (i) $0.45 (the “Execution Date Price”) and (ii) the closing price of the Company’s common
stock on the Trading Day immediately preceding the applicable completion date (the “Completion Date Price”). The purchase
price per share under each Subscription Agreement is not less than the “Minimum Price” (as defined in Nasdaq Listing Rule
5635(a)) as of the date of the Subscription Agreements. Each tranche payment may be made in cash, by wire transfer and/or in USDT, with
USDT valued at a fixed exchange rate of US$1.00.
Completion of each tranche
occurs on its applicable completion date after receipt of the corresponding tranche payment in full. The Company has no obligation to
issue, allot, register or deliver any Tranche Shares until the corresponding payment is received in full and the applicable Investor’s
representations and warranties are true and correct in all material respects and the Investor has performed its covenants and other obligations.
Upon completion, the Company will issue the applicable Tranche Shares in book-entry form, free of liens and encumbrances other than those
arising under securities laws or the applicable Subscription Agreement.
Each Subscription Agreement
contains customary representations and warranties by the Company regarding its organization, authority, approvals, valid issuance and
absence of encumbrances, and by the applicable Investor regarding investment risks, compliance with applicable laws, independent advice,
no reliance on other representations, and absence of material nonpublic information. Each Party agrees to indemnify and hold harmless
the other Party for losses arising from its breach of warranties, misrepresentation or breach of the agreement; these indemnification
obligations survive termination.
The Company may terminate
a Subscription Agreement and cancel all Shares issued to the applicable Investor if that Investor fails to pay the Investment Amount.
The applicable Investor may terminate its Subscription Agreement if the Company fails to transfer the Shares in accordance with the agreement.
All Shares are restricted securities under the Securities Act and are subject to Rule 144, other applicable securities laws and Company
policies, and the restrictions in Annex A, including the six-month distribution compliance period, the prohibition on directed selling
efforts, the requirement that the Investor be a non-U.S. person acquiring for its own account, and restrictions on hedging and transfers.
Each Subscription Agreement is governed by Malaysian law, with the parties submitting to the jurisdiction of the courts of Malaysia.
Each of the Investors
is a related person of the Company. Teo Chong Chan is the Company’s Acting Chief Executive Officer and an Executive Director; Pusparajan
a/l Vadiveloo is the Company’s Chief Financial Officer; and Chan Meng Chun is an Executive Director of the Company.
The foregoing descriptions
of the Subscription Agreements do not purport to be complete and are qualified in their entirety by reference to the full texts of the
Subscription Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated
herein by reference.
1
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Shares were offered and will be sold pursuant
to the Subscription Agreements in reliance on the exemption from registration provided by Regulation S under the Securities Act to the
Investors, each of whom has represented that it is not a U.S. person and was outside the United States at the time the offer was made
and the applicable Subscription Agreement was executed. If all tranches are priced at $0.45 per share, the Company may issue approximately
2,666,666 shares of common stock in the aggregate, with each Investor eligible to receive approximately 888,888 shares. The Shares will be issued as restricted
securities and will be subject to the resale limitations of Rule 144 and applicable Regulation S restrictions, including the six-month
distribution compliance period described in Item 1.01.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
Exhibit*
Description
10.1
Subscription Agreement with Chan Meng Chun
10.2
Subscription Agreement with Pusparajan a/l Vadiveloo
10.3
Subscription Agreement with Teo Chong Chan
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Certain personally identifiable information has been omitted
from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 20, 2026
TREASURE GLOBAL INC.
By:
/s/ Pusparajan a/l Vadiveloo
Name:
Pusparajan a/l Vadiveloo
Title:
Chief Financial Officer
3

----- ea030918401ex10-1.htm -----
EX-10.1
2
ea030918401ex10-1.htm
SUBSCRIPTION AGREEMENT WITH CHAN MENG CHUN
Exhibit 10.1
Subscription Agreement
Certain personally identifiable information has been omitted from
this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Omitted information is indicated by [***].
Dated
15
th
October 2026
TREASURE GLOBAL INC
(Registration No. 7908921)
(“Company” or “TGL”)
AND
CHAN MENG CHUN
(NRIC NO.720404-02-5163)
(“the Investor”)
SUBSCRIPTION AGREEMENT
Subscription Agreement
THIS SUBSCRIPTION AGREEMENT
(“Agreement”) is made on 15
th
October 2026
BETWEEN
TREASURE GLOBAL INC
(Registration
No. 7908921), a company incorporated in Delaware and having an address for service at 276, 5th Avenue Suite, 704 #739 New York, NY 10001,
United States (“Company” or “TGL”) of the first part;
AND
CHAN MENG CHUN (NRIC [***])
a Malaysia citizen residing at [***], Malaysia (“Investor”) of the second part;
[TGL and the Investor shall hereinafter
be referred to each as “Party” and collectively as “Parties”]
RECITALS
(A)
Subject to the terms and conditions set forth in this Agreement
and pursuant to Regulation S of the Securities Act of 1933, as amended, the Company desire to issue and sell to the Investor, and the
Investor desire to purchase $400,000 of shares of the Company’s common stock in two (2) equal tranches (“the Shares”).
(B)
The Company agrees to allot and issue the Investor the Shares
free from all liens, charges and encumbrances, subject to the terms and conditions set out herein.
OPERATIVE PROVISIONS
1.
DEFINITIONS
1.1
In this Agreement unless there is something in the subject
or context inconsistent with such construction or unless it is otherwise expressly provided:-
Business Day
means a day, excluding Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled) on which banks and financial institutions are open for general business in New York;
Completion
means the date on which all Tranche Payments and all other amount due from the Investor to the Company under this Agreement have been duly paid in full
Completion Date
means with respect to Tranche 1, October 21, 2026 and with respect to Tranche 2, November 20, 2026
Completion Date Price
means for any Tranche the closing price of the Company’s common stock on the Trading Day immediately prior to the applicable Completion Date
Execution Date Price
means $0.45 per shares
1
Subscription Agreement
Investment Amount
means the aggregated sum of Four Hundred Thousand (US$400,000)
Shares
has the meaning set forth in Recital A
SEC
means the United States Securities and Exchange Commission;
Trading Day
means a day on which the principal Trading Market is open for trading
Trading Market
means any of the following markets or exchanges on which the common stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market (or any successors to any of the foregoing)
Tranche
means any of Tranche 1 and Tranche 2 as set forth in Schedule 1 and Tranches means all of them
Tranche Payment
means $200,000
Tranche Shares
means, in relation to any Tranche, the number of Shares equal to the Tranche Payment divided by the greater of (x) the Execution Date Price and (y) the Completion Date Price for such Tranche
USDT
means Tether, the stablecoin pegged to the value of the US Dollar
2.
Interpretations
2.1
In this Agreement, words importing the singular or the masculine
gender will include the plural or the feminine/neuter genders or vice versa and references to persons include any individual, company,
corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state.
2.2
The headings and sub-headings in this Agreement are inserted
for convenience only and are to be ignored when construing the provisions of this Agreement.
2.3
Any reference to statutes and rules made include any amendment,
modification, consolidation or re-enactment in force from time to time and any statutory instrument or regulations made under it.
2.4
Save for the definition of the U.S. Law, the word “law”
or “laws” means any present or future law and legislation and any constitution, decree, judgment, legislation, order, ordinance,
regulation, statute, treaty or other legislative measure in any jurisdiction or any present or future directive, regulation, request
or requirement (in each case, whether or not having the force of law, the compliance with which is in accordance with the general practice
of person to whom the directive, regulation, request or requirement is addressed) to which this Agreement is governed (but excluding
U.S. Law). In relation to the U.S. Law, it shall also constitute any present or future law and legislation and any constitution, decree,
judgment, legislation, order, ordinance, statues, treaty, directive, by-law, rule and regulation of the United States of America. If
the contents requires that U.S. Law to be included
in the interpretation of “law” or “laws”, such word shall be interpreted to include U.S. Law. Reference to any
law, status or regulations includes any modification or re-enactments thereof.
2
Subscription Agreement
2.5
A period of days from the occurrence of any event or the
performance of any act or thing shall be deemed to exclude the day on which the event happens or the act or thing is done or to be done
(and will be reckoned from the day immediately following such event or act or thing), and if the last day of the period is not a Business
Day, then the period shall include the next following day which is a Business Day.
3.
AGREEMENT TO SUBSCRIBE
3.1
Subject to the terms of this Agreement, the Investor agrees
to subscribe for and invest and the Company agrees to issue and sell to the Investor, the Shares as described in Schedule 1 for an aggregate
Investment Amount payable in Tranches. The Investor agrees and acknowledges that its obligation to fund each Tranches Payment is present
and binding contractual binding commitment and is not subject to any financing contingency, discretion, change in market condition, or
other condition, except as expressly set forth in this Agreement.
3.2
Each Tranche Payment shall, at the Investor’s sole
election, be paid in either cash, wire transfer and/or USDT or (a combination thereof) in such amounts as indicated in Schedule 1 of
this Agreement. If the Investor elect to pay all or a portion of the Tranche Payment in USDT the value of the USDT, as applicable, shall
be treated as functionally equivalent to U.S dollar with a fixed exchange rate of $1.00.
3.3
Upon receipt of each Tranche Payment, the Company shall allot
and issue to the Investor the number of Tranche Shares calculated as the Tranche Payment divided by the greater of (x) the Execution
Date Price and (y) the Completion Date Price for such Trance.
3.4
Upon receipt of each Tranche Payment, the Company shall allot
and issue to the Investor the number of Shares calculated based on the closing price of the Company’s common stock one (1) trading
day immediately preceding the date of receipt of the relevant Tranche Payment.
3.5
Time is of the essence in relation to the payment of each
Tranche Payment.
3.6
For clarity, no fractional Shares shall be issued, and any
fractional Share resulting from this calculation shall be rounded up to the nearest whole Share.
3.7
The Company agrees to allot and issue to the Investor the
Shares free from all liens, charges, and encumbrances, subject to the terms and conditions set out herein.
3.8
All shares issued to the Investor under this Agreement shall
be “restricted securities” as defined under the U.S. Securities Act of 1933, as amended, and shall be subject to the resale
limitations of Rule 144 Securities Exchange and Commission and any other applicable securities laws, regulations, and Company policies,
and subject to the restrictions set forth in Annex A hereto.
3
Subscription Agreement
4.
COMPLETION
4.1
Completion Arrangement
4.1.1
Completion of each Tranche will occur on the Completion Date
for that Tranche. On or promptly following receipt of the relevant Tranche Payment in full, the Company will:
(a)
issue and allot the corresponding Tranche Shares to the Investor,
credited as full paid;
(b)
Tranche Shares in book entry form, free and clear of any liens
or other restriction whatsoever (other than those arising under state or federal securities laws or as set forth herein), registered
in the name of Investor or to a custodian designed by the Investor, as applicable; and
(c)
If the Investment Amount is to be paid in USDT, the Company
shall have provided to the Investor with the wallet address maintained by Bitgo Trust Company in the Name of the Company.
4.2
The Company will have no obligation to issue, allot, register
or delivery any Tranche Shares unless and until the corresponding Tranche Payment has been received in full.
4.3
Condition to each Completion
4.3.1
The Company’s obligation to issue Tranche Shares for
any Tranche is subject to satisfaction or waiver by the Company of each of the following conditions:
(a)
the Company has received the applicable Tranche Payment in full;
(b)
the representation and warranties of the Investor set forth
in this Agreement are true and correct in all material respects as of applicable Completion Date; and
(c)
Investor shall have performed, satisfied and complied in all
material respects with covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by
Investor at or prior to the Completion.
5.
Warranties
5.1
Warranties of the Company
5.1.1
The Company warrants and represents to the Investor:-
(a)
that the statements contained in this Agreement are true and
accurate in all respects;
(b)
that no order has been made or petition has been presented for
the winding-up of TGL;
(c)
that the Company is duly incorporated under the laws of the
State of Delaware and has the power and capacity to enter into and to execute all relevant documents pertaining to this Agreement and
all necessary corporate, governmental and other approvals have been obtained to enable the Company to perform the terms and conditions
as set out in this Agreement;
4
Subscription Agreement
(d)
that the Shares are free from encumbrances;
(e)
that the Shares will be validly issued;
(f)
that all actions, conditions and things required to be taken,
fulfilled and done (including without limitation the obtaining of any necessary consents or license or the making of any filing or registration)
(i) in order to enable them to lawfully enter into, exercise its rights and perform and comply with their obligations under this Agreement
and to ensure that those obligations are legally binding and enforceable and (ii) for the issuance of the Shares, are fulfilled and done;
and
(g)
that there are no current or pending legal proceedings against
the Company or any of their directors or shareholders.
5.2
Warranties of the Investor
The Investor warrants and represents to the Company:
5.2.1
that the Investor has full knowledge of and undertakes that:-
(a)
the Shares involves risks as the return to the Investor is depending
upon the performance of TGL and that the Investor shall take full cognizance of all risks in connection with the Shares; and
(b)
any projections, predictions, information and/or materials,
made available to the Investor in connection with the Shares, are derived from TGL’s reasonable estimation, assumptions and/or
forecasts and, are made available without representations or warranties as to its accuracy and or completeness. The Investor hereby expressly
agrees that any reliance upon or conclusions drawn therefrom shall be at such Investor’s own risk and shall not give rise to any
liability of or against the Company.
5.2.2
that the Investor shall undertake to meet all the terms and
conditions stipulated herein;
5.2.3
that the Investor agrees to abide by and comply with all relevant
anti-money laundering laws and regulations that are in force and to ensure that by subscribing to the Shares will not be in breach of
any laws and regulations that are in force from time to time; and
5.2.4
that the Investor has read and fully understand the terms
and conditions of this Agreement and that the Investor has obtained advice from Investor’s advisors independent from the Company
and TGL, including but not limited to, the Investor’s personal investment, tax and/or legal advisors prior to the subscription
of the Shares and the Investor did not rely on any other representation(s) and/or information(s) that is/are inconsistent with the terms
and conditions herein.
5.2.5
the Investor acknowledges and agrees that may rely upon the
accuracy of the representations and warranties contained in Annex A hereto;
5.2.6
the Investor represents and warrants to the Company that,
as of the date of this Agreement and each Completion Date, the Investor is not in possession of any material non-public information
concerning the Company or its securities and is not entering into this Agreement or purchasing the Shares on the basis of any such information.
5
Subscription Agreement
6.
INDEMNITY
6.1
Each Party agrees and undertakes with the other Party to
indemnify and keep indemnified and hold harmless the other Party from and against all losses, liabilities, obligations, damages, judgments,
deficiencies, claims, demands, suits, proceedings, arbitration, assessments, costs and expenses (including without limitation, expenses
of investigation and enforcement of this indemnity and reasonable solicitors’ fees and expenses), suffered, incurred or sustained
by the other Party, directly or indirectly, as a result of or arising out of:
(a)
a breach or breaches of the warranties given by the Party;
(b)
any misrepresentation by the Party; or
(c)
any breach of any term or condition under this Agreement by
the Party.
6.2
Each Party agrees to notify the other Party promptly of the
assertion against it or any other person of any claim or the commencement of any action or proceeding relation to a transaction contemplated
by this Agreement.
6.3
These indemnification provisions shall remain in full force
and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement
and shall be in addition to any liability that each Party might otherwise have to any indemnified party under this Agreement or otherwise.
7.
UNDERTAKINGS
7.1
The Parties hereby undertake to each other that it will promptly
furnish to the other Party such information as the other Party may reasonably require from time to time in order to complete the Transaction.
8.
TERMINATION
8.1
In the event that the Investor fails to pay the Investment
Amount to the Company, the Company shall be entitled to:
(a)
Terminate this Agreement; and
(b)
Cancel all the Shares issued to the Investor.
8.2
In the event the Company fails to transfer the Shares in
accordance with the terms of this Agreement, the Investor shall be entitled to terminate this Agreement.
9.
NOTICES
9.1
Service of Notice
A notice or other communication
required or permitted, under this Agreement, to be served on a Party must be in writing and deemed given and effective on the earliest
of:-
(a)
receipt by way of personal service;
6
Subscription Agreement
(b)
the next business days after the date of transmission, if
such notice or communication is sent to the email address on signature pages attached hereto on a day that is not Business Day or later
than 6.30 p.m. (New York City time) on any business day;
(c)
by way of delivery at the Party’s current address for
service of process;
(d)
the third business day following the date of mailing, if sent
by an international recognised air courier services; or
(e)
by facsimile.
9.2
Particulars for Service
9.2.1
The particulars for service of the Investor and the Company
are as stipulated above.
9.2.2
Any Party may change its particulars for service by way of
written notice to the other.
10.
GENERAL
10.1
Governing Law and Jurisdiction
This Agreement shall be governed
by and construed in all respects in accordance with the laws of Malaysia and the parties hereby submit to the jurisdiction of the courts
exercising jurisdiction in Malaysia.
10.2
Time
Time is of the essence as regards
all dates, periods of time and times specified in this Agreement.
10.3
Waiver and Exercise of Rights
10.3.1
Notwithstanding any provisions stated herein, a single or
partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of
any other right.
10.3.2
No party will be liable for any loss or expenses incurred
by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of
a right.
10.4
Further Assurance
The Parties covenant with each
other that they will respectively sign execute and do and procure all other persons or companies, if necessary, to execute and do all
such further deeds, assurance, acts and things as may be necessary to give valid effect to the terms and conditions of this Agreement.
7
Subscription Agreement
10.5
Extent of Agreement
This Agreement binds the heirs,
personal representatives, successors-in-title, assigns or nominees, as the case may be, of the Parties and may be signed in counterparts.
If signed by the Parties in respective counterparts, this Agreement is deemed to have been duly executed by relevant Parties and will
come into full force and effect.
10.6
Illegality and Severability of Provisions
10.6.1
The illegality, invalidity or unenforceability of any provision
of this Agreement under the law of any jurisdiction will not affect its legality, validity or enforceability under the law of any other
jurisdiction, nor the legality, validity or enforceability of any other provision.
10.6.2
If a provision in this Agreement is held to be illegal, invalid,
void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid,
void, voidable or unenforceable.
10.6.3
If it is not possible to read down the provision as required
in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision
or the other provisions in this Agreement.
10.7
Costs and Expenses
10.7.1
The Company shall bear all costs and expenses incurred in
the preparation and execution of this Agreement.
10.7.2
Notwithstanding the Company’s foregoing obligation above,
each Party shall bear its own costs and/or expenses incurred from any disputes arising out of or in connection with this Agreement, unless
otherwise stipulated or agreed.
10.8
Entire Agreement
This Agreement constitute the entire
agreement and understanding between the Parties with respect to the subject matter and supersedes all previous term sheets, proposals,
representations, warranties, agreements relating thereto whether oral, written or otherwise and no Party shall modify this Agreement unless
with the written consent of all Parties.
(The remainder of this page is
intentionally left blank)
8
Subscription Agreement
EXECUTED BY
the Parties as an agreement on the date
first stated hereof:
COMPANY
Signed by
)
for and on behalf of
)
TREASURE GLOBAL INC
)
(Registration No. 7908921)
)
/s/ Leong Wei Ping
Name: Leong Wei Ping
Designation: Director
INVESTOR
Signed by
)
CHAN MENG CHUN
)
(
NRIC No: [***]
)
)
/s/ CHAN MENG CHUN
9
Subscription Agreement
SCHEDULE 1
(which is to be taken read and construed as
an integral part of this Agreement)
Tranches
Date
Investment Amount (USD)
1.
21
st
October 2026
United State Dollar Two Hundred Thousand (US$200,000)
2.
20
th
November 2026
United State Dollar Two Hundred Thousand (US$200,000)
10
Subscription Agreement
ANNEX A
Restrictions on Offers and Sales
Outside the United States
In connection with the offer and sale of the Shares to
the Investor outside the United States:
(a) The Investor acknowledges
that the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “
Securities Act
”),
and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption
from, or in transactions not subject to, the registration requirements of the Securities Act.
(b) The Investor represents, warrants and agrees that:
(i)
The Investor will not offer, sell or otherwise transfer the Shares, (A) as part of their distribution at any time and (B) otherwise
until six (6) months after the later of the commencement of the offering of the Shares and the applicable Completion Date, except in accordance
with Regulation S under the Securities Act (“
Regulation S
”), pursuant to an effective registration statement
under the Securities Act, or pursuant to any other available exemption from registration under the Securities Act.
(ii) None of the Investor,
any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with
respect to the Shares, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.
(iii) The Investor is not
a U.S. person (as defined in Regulation S), is not acquiring the Shares for the account or benefit of any U.S. person, was outside the
United States at the time the offer was made and this Agreement was executed, and is acquiring the Shares for its own account for investment
purposes.
(iv)
The Investor will not engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act, and
acknowledges that the Company may refuse to register any transfer of the Shares not made in accordance with Regulation S, pursuant to
registration under the Securities Act, or pursuant to an available exemption from registration, and that the Shares will bear a restrictive
legend to that effect.
Terms used in paragraph (a) and this
paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
(c) The Investor acknowledges
that no action has been or will be taken by the Company that would permit a public offering of the Shares, or possession or distribution
of this Agreement or any other offering material relating to the Shares, in any country or jurisdiction where action for that purpose
is required.
11

----- ea030918401ex10-2.htm -----
EX-10.2
3
ea030918401ex10-2.htm
SUBSCRIPTION AGREEMENT WITH PUSPARAJAN A/L VADIVELOO
Exhibit 10.2
Subscription Agreement
Certain personally identifiable information has been omitted from
this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Omitted information is indicated by [***].
Dated
15
th
October 2026
TREASURE GLOBAL INC
(Registration No. 7908921)
(“Company” or “TGL”)
AND
PUSPARAJAN A/L VADIVELOO
(NRIC NO.920221-01-5639)
(“the Investor”)
SUBSCRIPTION AGREEMENT
Subscription Agreement
THIS SUBSCRIPTION AGREEMENT
(“Agreement”) is made on 15
th
October 2026
BETWEEN
TREASURE GLOBAL INC
(Registration
No. 7908921), a company incorporated in Delaware and having an address for service at 276, 5th Avenue Suite, 704 #739 New York, NY 10001,
United States (“Company” or “TGL”) of the first part;
AND
PUSPARAJAN A/L VADIVELOO (NRIC NO.[***])
a Malaysia citizen residing at [***], Malaysia (“Investor”) of the second part;
[TGL and the Investor shall hereinafter be referred to each as “Party”
and collectively as “Parties”]
RECITALS
(A)
Subject to the terms and conditions set forth in this Agreement and pursuant
to Regulation S of the Securities Act of 1933, as amended, the Company desires to issue and sell to the Investor, and the Investor desires
to purchase $400,000 of shares of the Company’s common stock in two (2) equal tranches (“the Shares”).
(B)
The Company agrees to allot and issue the Shares to the Investor free from
all liens, charges and encumbrances, subject to the terms and conditions set out herein.
OPERATIVE PROVISIONS
1.
DEFINITIONS
1.1
In this Agreement unless there is something in the subject
or context inconsistent with such construction or unless it is otherwise expressly provided:-
Business Day
means a day, excluding Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled) on which banks and financial institutions are open for general business in New York;
Completion
means the date on which all Tranche Payments and all other amount due from the Investor to the Company under this Agreement have been duly paid in full
Completion Date
means with respect to Tranche 1, October 28, 2026 and with respect
to Tranche 2, November 27, 2026
Completion Date Price
means for any Tranche the closing price of the Company’s common stock on the Trading Day immediately prior to the applicable Completion Date
Execution Date Price
means $0.45 per shares
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Subscription Agreement
Investment Amount
means the aggregated sum of Four Hundred Thousand (US$400,000)
Shares
has the meaning set forth in Recital A
SEC
means the United States Securities and Exchange Commission;
Trading Day
means a day on which the principal Trading Market is open for trading
Trading Market
means any of the following markets or exchanges on which the common stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market (or any successors to any of the foregoing)
Tranche
means any of Tranche 1 and Tranche 2 as set forth in Schedule 1 and Tranches means all of them
Tranche Payment
means $200,000
Tranche Shares
means, in relation to any Tranche, the number of Shares equal to the Tranche Payment divided by the greater of (x) the Execution Date Price and (y) the Completion Date Price for such Tranche
USDT
means Tether, the stablecoin pegged to the value of the US Dollar
2.
Interpretations
2.1
In this Agreement, words importing the singular or the masculine
gender will include the plural or the feminine/neuter genders or vice versa and references to persons include any individual, company,
corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state.
2.2
The headings and sub-headings in this Agreement are inserted
for convenience only and are to be ignored when construing the provisions of this Agreement.
2.3
Any reference to statutes and rules made include any amendment,
modification, consolidation or re-enactment in force from time to time and any statutory instrument or regulations made under it.
2.4
Save for the definition of the U.S. Law, the word “law”
or “laws” means any present or future law and legislation and any constitution, decree, judgment, legislation, order, ordinance,
regulation, statute, treaty or other legislative measure in any jurisdiction or any present or future directive, regulation, request
or requirement (in each case, whether or not having the force of law, the compliance with which is in accordance with the general practice
of person to whom the directive, regulation, request or requirement is addressed) to which this Agreement is governed (but excluding
U.S. Law). In relation to the U.S. Law, it shall also constitute any present or future law and legislation and any constitution, decree,
judgment, legislation, order, ordinance, statues, treaty, directive, by-law, rule and regulation of the United States of America. If
the contents requires that U.S. Law to be included
in the interpretation of “law” or “laws”, such word shall be interpreted to include U.S. Law. Reference to any
law, status or regulations includes any modification or re-enactments thereof.
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Subscription Agreement
2.5
A period of days from the occurrence of any event or the
performance of any act or thing shall be deemed to exclude the day on which the event happens or the act or thing is done or to be done
(and will be reckoned from the day immediately following such event or act or thing), and if the last day of the period is not a Business
Day, then the period shall include the next following day which is a Business Day.
3.
AGREEMENT TO SUBSCRIBE
3.1
Subject to the terms of this Agreement, the Investor agrees
to subscribe for and invest and the Company agrees to issue and sell to the Investor, the Shares as described in Schedule 1 for an aggregate
Investment Amount payable in Tranches. The Investor agrees and acknowledges that its obligation to fund each Tranches Payment is present
and binding contractual binding commitment and is not subject to any financing contingency, discretion, change in market condition, or
other condition, except as expressly set forth in this Agreement.
3.2
Each Tranche Payment shall, at the Investor’s sole
election, be paid in either cash, wire transfer and/or USDT or (a combination thereof) in such amounts as indicated in Schedule 1 of
this Agreement. If the Investor elect to pay all or a portion of the Tranche Payment in USDT the value of the USDT, as applicable, shall
be treated as functionally equivalent to U.S dollar with a fixed exchange rate of $1.00.
3.3
Upon receipt of each Tranche Payment, the Company shall allot
and issue to the Investor the number of Tranche Shares calculated as the Tranche Payment divided by the greater of (x) the Execution
Date Price and (y) the Completion Date Price for such Trance.
3.4
Upon receipt of each Tranche Payment, the Company shall allot
and issue to the Investor the number of Shares calculated based on the closing price of the Company’s common stock one (1) trading
day immediately preceding the date of receipt of the relevant Tranche Payment.
3.5
Time is of the essence in relation to the payment of each
Tranche Payment.
3.6
For clarity, no fractional Shares shall be issued, and any fractional Share
resulting from this calculation shall be rounded down to the nearest whole Share.
3.7
The Company agrees to allot and issue to the Investor the
Shares free from all liens, charges, and encumbrances, subject to the terms and conditions set out herein.
3.8
All shares issued to the Investor under this Agreement shall be “restricted
securities” as defined under the U.S. Securities Act of 1933, as amended, and shall be subject to the resale limitations of Rule
144 Securities Exchange and Commission and any other applicable securities laws, regulations, and Company policies.
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Subscription Agreement
4.
COMPLETION
4.1
Completion Arrangement
4.1.1
Completion of each Tranche will occur on the Completion Date
for that Tranche. On or promptly following receipt of the relevant Tranche Payment in full, the Company will:
(a)
issue and allot the corresponding Tranche Shares to the Investor,
credited as full paid;
(b)
Tranche Shares in book entry form, free and clear of any liens
or other restriction whatsoever (other than those arising under state or federal securities laws or as set forth herein), registered
in the name of Investor or to a custodian designed by the Investor, as applicable; and
(c)
If the Investment Amount is to be paid in USDT, the Company
shall have provided to the Investor with the wallet address maintained by Bitgo Trust Company in the Name of the Company.
4.2
The Company will have no obligation to issue, allot, register
or delivery any Tranche Shares unless and until the corresponding Tranche Payment has been received in full.
4.3
Condition to each Completion
4.3.1
The Company’s obligation to issue Tranche Shares for
any Tranche is subject to satisfaction or waiver by the Company of each of the following conditions:
(a)
the Company has received the applicable Tranche Payment in full;
(b)
the representation and warranties of the Investor set forth
in this Agreement are true and correct in all material respects as of applicable Completion Date; and
(c)
Investor shall have performed, satisfied and complied in all
material respects with covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by
Investor at or prior to the Completion.
5.
Warranties
5.1
Warranties of the Company
5.1.1
The Company warrants and represents to the Investor:-
(a)
that the statements contained in this Agreement are true and
accurate in all respects;
(b)
that no order has been made or petition has been presented for
the winding-up of TGL;
(c)
that the Company is duly incorporated under the laws of the
State of Delaware and has the power and capacity to enter into and to execute all relevant documents pertaining to this Agreement and
all necessary corporate, governmental and other approvals have been obtained to enable the Company to perform the terms and conditions
as set out in this Agreement;
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Subscription Agreement
(d)
that the Shares are free from encumbrances;
(e)
that the Shares will be validly issued;
(f)
that all actions, conditions and things required to be taken,
fulfilled and done (including without limitation the obtaining of any necessary consents or license or the making of any filing or registration)
(i) in order to enable them to lawfully enter into, exercise its rights and perform and comply with their obligations under this Agreement
and to ensure that those obligations are legally binding and enforceable and (ii) for the issuance of the Shares, are fulfilled and done;
and
(g)
that there are no current or pending legal proceedings against
the Company or any of their directors or shareholders.
5.2
Warranties of the Investor
The Investor warrants and represents to the Company:
5.2.1
that the Investor has full knowledge of and undertakes that:-
(a)
the Shares involve risks as the return to the Investor is dependent upon
the performance of TGL and that the Investor shall take full cognizance of all risks in connection with the Shares; and
(b)
any projections, predictions, information and/or materials,
made available to the Investor in connection with the Shares, are derived from TGL’s reasonable estimation, assumptions and/or
forecasts and, are made available without representations or warranties as to its accuracy and or completeness. The Investor hereby expressly
agrees that any reliance upon or conclusions drawn therefrom shall be at such Investor’s own risk and shall not give rise to any
liability of or against the Company.
5.2.2
that the Investor shall undertake to meet all the terms and
conditions stipulated herein;
5.2.3
that the Investor agrees to abide by and comply with all relevant
anti-money laundering laws and regulations that are in force and to ensure that by subscribing to the Shares will not be in breach of
any laws and regulations that are in force from time to time; and
5.2.4
that the Investor has read and fully understand the terms
and conditions of this Agreement and that the Investor has obtained advice from Investor’s advisors independent from the Company
and TGL, including but not limited to, the Investor’s personal investment, tax and/or legal advisors prior to the subscription
of the Shares and the Investor did not rely on any other representation(s) and/or information(s) that is/are inconsistent with the terms
and conditions herein.
5.2.5
the Investor acknowledges and agrees that may rely upon the
accuracy of the representations and warranties contained in Annex A hereto;
5.2.6
the Investor represents and warrants to the Company that,
as of the date of this Agreement and each Completion Date, the Investor is not in possession of any material non-public information
concerning the Company or its securities and is not entering into this Agreement or purchasing the Shares on the basis of any such information.
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Subscription Agreement
6.
INDEMNITY
6.1
Each Party agrees and undertakes with the other Party to
indemnify and keep indemnified and hold harmless the other Party from and against all losses, liabilities, obligations, damages, judgments,
deficiencies, claims, demands, suits, proceedings, arbitration, assessments, costs and expenses (including without limitation, expenses
of investigation and enforcement of this indemnity and reasonable solicitors’ fees and expenses), suffered, incurred or sustained
by the other Party, directly or indirectly, as a result of or arising out of:
(a)
a breach or breaches of the warranties given by the Party;
(b)
any misrepresentation by the Party; or
(c)
any breach of any term or condition under this Agreement by
the Party.
6.2
Each Party agrees to notify the other Party promptly of the
assertion against it or any other person of any claim or the commencement of any action or proceeding relation to a transaction contemplated
by this Agreement.
6.3
These indemnification provisions shall remain in full force
and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement
and shall be in addition to any liability that each Party might otherwise have to any indemnified party under this Agreement or otherwise.
7.
UNDERTAKINGS
7.1
The Parties hereby undertake to each other that it will promptly
furnish to the other Party such information as the other Party may reasonably require from time to time in order to complete the Transaction.
8.
TERMINATION
8.1
In the event that the Investor fails to pay the Investment
Amount to the Company, the Company shall be entitled to:
(a)
Terminate this Agreement; and
(b)
Cancel all the Shares issued to the Investor.
8.2
In the event the Company fails to transfer the Shares in
accordance with the terms of this Agreement, the Investor shall be entitled to terminate this Agreement.
9.
NOTICES
9.1
Service of Notice
A notice or other communication
required or permitted, under this Agreement, to be served on a Party must be in writing and deemed given and effective on the earliest
of:-
(a)
receipt by way of personal service;
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Subscription Agreement
(b)
the next business days after the date of transmission, if
such notice or communication is sent to the email address on signature pages attached hereto on a day that is not Business Day or later
than 6.30 p.m. (New York City time) on any business day;
(c)
by way of delivery at the Party’s current address for
service of process;
(d)
the third business day following the date of mailing, if sent
by an international recognised air courier services; or
(e)
by facsimile.
9.2
Particulars for Service
9.2.1
The particulars for service of the Investor and the Company
are as stipulated above.
9.2.2
Any Party may change its particulars for service by way of
written notice to the other.
10.
GENERAL
10.1
Governing Law and Jurisdiction
This Agreement shall be governed
by and construed in all respects in accordance with the laws of Malaysia and the parties hereby submit to the jurisdiction of the courts
exercising jurisdiction in Malaysia.
10.2
Time
Time is of the essence as regards
all dates, periods of time and times specified in this Agreement.
10.3
Waiver and Exercise of Rights
10.3.1
Notwithstanding any provisions stated herein, a single or
partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of
any other right.
10.3.2
No party will be liable for any loss or expenses incurred
by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of
a right.
10.4
Further Assurance
The Parties covenant with each
other that they will respectively sign execute and do and procure all other persons or companies, if necessary, to execute and do all
such further deeds, assurance, acts and things as may be necessary to give valid effect to the terms and conditions of this Agreement.
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Subscription Agreement
10.5
Extent of Agreement
This Agreement binds the heirs,
personal representatives, successors-in-title, assigns or nominees, as the case may be, of the Parties and may be signed in counterparts.
If signed by the Parties in respective counterparts, this Agreement is deemed to have been duly executed by relevant Parties and will
come into full force and effect.
10.6
Illegality and Severability of Provisions
10.6.1
The illegality, invalidity or unenforceability of any provision
of this Agreement under the law of any jurisdiction will not affect its legality, validity or enforceability under the law of any other
jurisdiction, nor the legality, validity or enforceability of any other provision.
10.6.2
If a provision in this Agreement is held to be illegal, invalid,
void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid,
void, voidable or unenforceable.
10.6.3
If it is not possible to read down the provision as required
in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision
or the other provisions in this Agreement.
10.7
Costs and Expenses
10.7.1
The Company shall bear all costs and expenses incurred in
the preparation and execution of this Agreement.
10.7.2
Notwithstanding the Company’s foregoing obligation above,
each Party shall bear its own costs and/or expenses incurred from any disputes arising out of or in connection with this Agreement, unless
otherwise stipulated or agreed.
10.8
Entire Agreement
This Agreement constitute the entire
agreement and understanding between the Parties with respect to the subject matter and supersedes all previous term sheets, proposals,
representations, warranties, agreements relating thereto whether oral, written or otherwise and no Party shall modify this Agreement unless
with the written consent of all Parties.
(The remainder of this page is
intentionally left blank)
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Subscription Agreement
EXECUTED BY
the Parties as an agreement on the date
first stated hereof:
COMPANY
Signed by
)
for and on behalf of
)
TREASURE GLOBAL INC
)
(Registration No. 7908921)
)
/s/ Leong Wei Ping
Name: Leong Wei Ping
Designation: Director
INVESTOR
Signed by
)
PUSPARAJAN A/L VADIVELOO
)
(
NRIC No: [***]
)
)
/s/ PUSPARAJAN A/L VADIVELOO
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Subscription Agreement
SCHEDULE 1
(which is to be taken read and construed as
an integral part of this Agreement)
Tranches
Date
Investment Amount (USD)
1.
28
th
October 2026
United State Dollar Two Hundred Thousand (US$200,000)
2.
27
th
November 2026
United State Dollar Two Hundred Thousand (US$200,000)
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Subscription Agreement
ANNEX A
Restrictions on Offers and Sales
Outside the United States
In connection with the offer and sale of the Shares to
the Investor outside the United States:
(a) The Investor acknowledges
that the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “
Securities Act
”),
and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption
from, or in transactions not subject to, the registration requirements of the Securities Act.
(b) The Investor represents, warrants and agrees that:
(i)
The Investor will not offer, sell or otherwise transfer the Shares, (A) as part of their distribution at any time and (B) otherwise
until six (6) months after the later of the commencement of the offering of the Shares and the applicable Completion Date, except in accordance
with Regulation S under the Securities Act (“
Regulation S
”), pursuant to an effective registration statement
under the Securities Act, or pursuant to any other available exemption from registration under the Securities Act.
(ii) None of the Investor,
any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with
respect to the Shares, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.
(iii) The Investor is not
a U.S. person (as defined in Regulation S), is not acquiring the Shares for the account or benefit of any U.S. person, was outside the
United States at the time the offer was made and this Agreement was executed, and is acquiring the Shares for its own account for investment
purposes.
(iv)
The Investor will not engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act, and
acknowledges that the Company may refuse to register any transfer of the Shares not made in accordance with Regulation S, pursuant to
registration under the Securities Act, or pursuant to an available exemption from registration, and that the Shares will bear a restrictive
legend to that effect.
Terms used in paragraph (a) and this
paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
(c) The Investor acknowledges
that no action has been or will be taken by the Company that would permit a public offering of the Shares, or possession or distribution
of this Agreement or any other offering material relating to the Shares, in any country or jurisdiction where action for that purpose
is required.
11

----- ea030918401ex10-3.htm -----
EX-10.3
4
ea030918401ex10-3.htm
SUBSCRIPTION AGREEMENT WITH TEO CHONG CHAN
Exhibit 10.3
Subscription Agreement
Certain personally identifiable information has been omitted from
this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Omitted information is indicated by [***].
Dated
15
th
October 2026
TREASURE GLOBAL INC
(Registration No. 7908921)
(“Company” or “TGL”)
AND
TEO CHONG CHAN
(NRIC NO.830616-06-5113)
(“the Investor”)
SUBSCRIPTION AGREEMENT
Subscription Agreement
THIS SUBSCRIPTION AGREEMENT
(“Agreement”) is made on 15
th
October 2026
BETWEEN
TREASURE GLOBAL INC
(Registration
No. 7908921), a company incorporated in Delaware and having an address for service at 276, 5th Avenue Suite, 704 #739 New York, NY 10001,
United States (“Company” or “TGL”) of the first part;
AND
TEO CHONG CHAN (NRIC NO.[***])
a Malaysia citizen residing at [***], Malaysia (“Investor”) of the second part;
[TGL and the Investor shall hereinafter
be referred to each as “Party” and collectively as “Parties”]
RECITALS
(A)
Subject to the terms and conditions set forth in this Agreement
and pursuant to Regulation S of the Securities Act of 1933, as amended, the Company desire to issue and sell to the Investor, and the
Investor desire to purchase $400,000 of shares of the Company’s common stock in two (2) equal tranches (“the Shares”).
(B)
The Company agrees to allot and issue the Investor the Shares
free from all liens, charges and encumbrances, subject to the terms and conditions set out herein.
OPERATIVE PROVISIONS
1.
DEFINITIONS
1.1
In this Agreement unless there is something in the subject
or context inconsistent with such construction or unless it is otherwise expressly provided:-
Business Day
means a day, excluding Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled) on which banks and financial institutions are open for general business in New York;
Completion
means the date on which all Tranche Payments and all other amount due from the Investor to the Company under this Agreement have been duly paid in full
Completion Date
means with respect to Tranche 1, November 4, 2026 and with respect to Tranche 2, December 4, 2026
Completion Date Price
means for any Tranche the closing price of the Company’s common stock on the Trading Day immediately prior to the applicable Completion Date
Execution Date Price
means $0.45 per shares
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Subscription Agreement
Investment Amount
means the aggregated sum of Four Hundred Thousand (US$400,000)
Shares
has the meaning set forth in Recital A
SEC
means the United States Securities and Exchange Commission;
Trading Day
means a day on which the principal Trading Market is open for trading
Trading Market
means any of the following markets or exchanges on which the common stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market (or any successors to any of the foregoing)
Tranche
means any of Tranche 1 and Tranche 2 as set forth in Schedule 1 and Tranches means all of them
Tranche Payment
means $200,000
Tranche Shares
means, in relation to any Tranche, the number of Shares equal to the Tranche Payment divided by the greater of (x) the Execution Date Price and (y) the Completion Date Price for such Tranche
USDT
means Tether, the stablecoin pegged to the value of the US Dollar
2.
Interpretations
2.1
In this Agreement, words importing the singular or the masculine
gender will include the plural or the feminine/neuter genders or vice versa and references to persons include any individual, company,
corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state.
2.2
The headings and sub-headings in this Agreement are inserted
for convenience only and are to be ignored when construing the provisions of this Agreement.
2.3
Any reference to statutes and rules made include any amendment,
modification, consolidation or re-enactment in force from time to time and any statutory instrument or regulations made under it.
2.4
Save for the definition of the U.S. Law, the word “law”
or “laws” means any present or future law and legislation and any constitution, decree, judgment, legislation, order, ordinance,
regulation, statute, treaty or other legislative measure in any jurisdiction or any present or future directive, regulation, request
or requirement (in each case, whether or not having the force of law, the compliance with which is in accordance with the general practice
of person to whom the directive, regulation, request or requirement is addressed) to which this Agreement is governed (but excluding
U.S. Law). In relation to the U.S. Law, it shall also constitute any present or future law and legislation and any constitution, decree,
judgment, legislation, order, ordinance, statues, treaty, directive, by-law, rule and regulation of the United States of America. If
the contents requires that U.S. Law to be included
in the interpretation of “law” or “laws”, such word shall be interpreted to include U.S. Law. Reference to any
law, status or regulations includes any modification or re-enactments thereof.
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Subscription Agreement
2.5
A period of days from the occurrence of any event or the
performance of any act or thing shall be deemed to exclude the day on which the event happens or the act or thing is done or to be done
(and will be reckoned from the day immediately following such event or act or thing), and if the last day of the period is not a Business
Day, then the period shall include the next following day which is a Business Day.
3.
AGREEMENT TO SUBSCRIBE
3.1
Subject to the terms of this Agreement, the Investor agrees
to subscribe for and invest and the Company agrees to issue and sell to the Investor, the Shares as described in Schedule 1 for an aggregate
Investment Amount payable in Tranches. The Investor agrees and acknowledges that its obligation to fund each Tranches Payment is present
and binding contractual binding commitment and is not subject to any financing contingency, discretion, change in market condition, or
other condition, except as expressly set forth in this Agreement.
3.2
Each Tranche Payment shall, at the Investor’s sole
election, be paid in either cash, wire transfer and/or USDT or (a combination thereof) in such amounts as indicated in Schedule 1 of
this Agreement. If the Investor elect to pay all or a portion of the Tranche Payment in USDT the value of the USDT, as applicable, shall
be treated as functionally equivalent to U.S dollar with a fixed exchange rate of $1.00.
Each Tranche will be closed separately on its Completion Date. The
Investor’s commitment to subscribed for and fund all Tranches is a single binding obligation under this Agreement, and failure to
fund any Tranche will constitute a material breach of this Agreement.
3.3
Upon receipt of each Tranche Payment, the Company shall allot
and issue to the Investor the number of Tranche Shares calculated as the Tranche Payment divided by the greater of (x) the Execution
Date Price and (y) the Completion Date Price for such Trance.
3.4
Time is of the essence in relation to the payment of each Tranche Payment.
3.5
For clarity, no fractional Shares shall be issued, and any fractional
Share resulting from this calculation shall be rounded down to the nearest whole Share.
3.6
The Company agrees to allot and issue to the Investor the
Shares free from all liens, charges, and encumbrances, subject to the terms and conditions set out herein.
3.7
All shares issued to the Investor under this Agreement shall
be “restricted securities” as defined under the U.S. Securities Act of 1933, as amended, and shall be subject to the resale
limitations of Rule 144 Securities Exchange and Commission and any other applicable securities laws, regulations, and Company policies.
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Subscription Agreement
4.
COMPLETION
4.1
Completion Arrangement
4.1.1
Completion of each Tranche will occur on the Completion Date
for that Tranche. On or promptly following receipt of the relevant Tranche Payment in full, the Company will:
(a)
issue and allot the corresponding Tranche Shares to the Investor,
credited as full paid;
(b)
Tranche Shares in book entry form, free and clear of any liens
or other restriction whatsoever (other than those arising under state or federal securities laws or as set forth herein), registered
in the name of Investor or to a custodian designed by the Investor, as applicable; and
(c)
If the Investment Amount is to be paid in USDT, the Company
shall have provided to the Investor with the wallet address maintained by Bitgo Trust Company in the Name of the Company.
4.2
The Company will have no obligation to issue, allot, register
or delivery any Tranche Shares unless and until the corresponding Tranche Payment has been received in full.
4.3
Condition to each Completion
4.3.1
The Company’s obligation to issue Tranche Shares for
any Tranche is subject to satisfaction or waiver by the Company of each of the following conditions:
(a)
the Company has received the applicable Tranche Payment in full;
(b)
the representation and warranties of the Investor set forth
in this Agreement are true and correct in all material respects as of applicable Completion Date; and
(c)
Investor shall have performed, satisfied and complied in all
material respects with covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by
Investor at or prior to the Completion.
5.
Warranties
5.1
Warranties of the Company
5.1.1
The Company warrants and represents to the Investor:-
(a)
that the statements contained in this Agreement are true and
accurate in all respects;
(b)
that no order has been made or petition has been presented for
the winding-up of TGL;
(c)
that the Company is duly incorporated under the laws of the
State of Delaware and has the power and capacity to enter into and to execute all relevant documents pertaining to this Agreement and
all necessary corporate, governmental and other approvals have been obtained to enable the Company to perform the terms and conditions
as set out in this Agreement;
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Subscription Agreement
(d)
that the Shares are free from encumbrances;
(e)
that the Shares will be validly issued;
(f)
that all actions, conditions and things required to be taken,
fulfilled and done (including without limitation the obtaining of any necessary consents or license or the making of any filing or registration)
(i) in order to enable them to lawfully enter into, exercise its rights and perform and comply with their obligations under this Agreement
and to ensure that those obligations are legally binding and enforceable and (ii) for the issuance of the Shares, are fulfilled and done;
and
(g)
that there are no current or pending legal proceedings against
the Company or any of their directors or shareholders.
5.2
Warranties of the Investor
The Investor warrants and represents to the Company:
5.2.1
that the Investor has full knowledge of and undertakes that:-
(a)
the Shares involves risks as the return to the Investor is depending
upon the performance of TGL and that the Investor shall take full cognizance of all risks in connection with the Shares; and
(b)
any projections, predictions, information and/or materials,
made available to the Investor in connection with the Shares, are derived from TGL’s reasonable estimation, assumptions and/or
forecasts and, are made available without representations or warranties as to its accuracy and or completeness. The Investor hereby expressly
agrees that any reliance upon or conclusions drawn therefrom shall be at such Investor’s own risk and shall not give rise to any
liability of or against the Company.
5.2.2
that the Investor shall undertake to meet all the terms and
conditions stipulated herein;
5.2.3
that the Investor agrees to abide by and comply with all relevant
anti-money laundering laws and regulations that are in force and to ensure that by subscribing to the Shares will not be in breach of
any laws and regulations that are in force from time to time; and
5.2.4
that the Investor has read and fully understand the terms
and conditions of this Agreement and that the Investor has obtained advice from Investor’s advisors independent from the Company
and TGL, including but not limited to, the Investor’s personal investment, tax and/or legal advisors prior to the subscription
of the Shares and the Investor did not rely on any other representation(s) and/or information(s) that is/are inconsistent with the terms
and conditions herein.
5.2.5
the Investor acknowledges and agrees that may rely upon the
accuracy of the representations and warranties contained in Annex A hereto;
5.2.6
the Investor represents and warrants to the Company that,
as of the date of this Agreement and each Completion Date, the Investor is not in possession of any material non-public information
concerning the Company or its securities and is not entering into this Agreement or purchasing the Shares on the basis of any such information.
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Subscription Agreement
6.
INDEMNITY
6.1
Each Party agrees and undertakes with the other Party to
indemnify and keep indemnified and hold harmless the other Party from and against all losses, liabilities, obligations, damages, judgments,
deficiencies, claims, demands, suits, proceedings, arbitration, assessments, costs and expenses (including without limitation, expenses
of investigation and enforcement of this indemnity and reasonable solicitors’ fees and expenses), suffered, incurred or sustained
by the other Party, directly or indirectly, as a result of or arising out of:
(a)
a breach or breaches of the warranties given by the Party;
(b)
any misrepresentation by the Party; or
(c)
any breach of any term or condition under this Agreement by
the Party.
6.2
Each Party agrees to notify the other Party promptly of the
assertion against it or any other person of any claim or the commencement of any action or proceeding relation to a transaction contemplated
by this Agreement.
6.3
These indemnification provisions shall remain in full force
and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement
and shall be in addition to any liability that each Party might otherwise have to any indemnified party under this Agreement or otherwise.
7.
UNDERTAKINGS
7.1
The Parties hereby undertake to each other that it will promptly
furnish to the other Party such information as the other Party may reasonably require from time to time in order to complete the Transaction.
8.
TERMINATION
8.1
In the event that the Investor fails to pay the Investment
Amount to the Company, the Company shall be entitled to:
(a)
Terminate this Agreement; and
(b)
Cancel all the Shares issued to the Investor.
8.2
In the event the Company fails to transfer the Shares in
accordance with the terms of this Agreement, the Investor shall be entitled to terminate this Agreement.
9.
NOTICES
9.1
Service of Notice
A notice or other communication
required or permitted, under this Agreement, to be served on a Party must be in writing and deemed given and effective on the earliest
of:-
(a)
receipt by way of personal service;
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Subscription Agreement
(b)
the next business days after the date of transmission, if
such notice or communication is sent to the email address on signature pages attached hereto on a day that is not Business Day or later
than 6.30 p.m. (New York City time) on any business day;
(c)
by way of delivery at the Party’s current address for
service of process;
(d)
the third business day following the date of mailing, if sent
by an international recognised air courier services; or
(e)
by facsimile.
9.2
Particulars for Service
9.2.1
The particulars for service of the Investor and the Company
are as stipulated above.
9.2.2
Any Party may change its particulars for service by way of
written notice to the other.
10.
GENERAL
10.1
Governing Law and Jurisdiction
This Agreement shall be governed
by and construed in all respects in accordance with the laws of Malaysia and the parties hereby submit to the jurisdiction of the courts
exercising jurisdiction in Malaysia.
10.2
Time
Time is of the essence as regards
all dates, periods of time and times specified in this Agreement.
10.3
Waiver and Exercise of Rights
10.3.1
Notwithstanding any provisions stated herein, a single or
partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of
any other right.
10.3.2
No party will be liable for any loss or expenses incurred
by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of
a right.
10.4
Further Assurance
The Parties covenant with each
other that they will respectively sign execute and do and procure all other persons or companies, if necessary, to execute and do all
such further deeds, assurance, acts and things as may be necessary to give valid effect to the terms and conditions of this Agreement.
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Subscription Agreement
10.5
Extent of Agreement
This Agreement binds the heirs,
personal representatives, successors-in-title, assigns or nominees, as the case may be, of the Parties and may be signed in counterparts.
If signed by the Parties in respective counterparts, this Agreement is deemed to have been duly executed by relevant Parties and will
come into full force and effect.
10.6
Illegality and Severability of Provisions
10.6.1
The illegality, invalidity or unenforceability of any provision
of this Agreement under the law of any jurisdiction will not affect its legality, validity or enforceability under the law of any other
jurisdiction, nor the legality, validity or enforceability of any other provision.
10.6.2
If a provision in this Agreement is held to be illegal, invalid,
void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid,
void, voidable or unenforceable.
10.6.3
If it is not possible to read down the provision as required
in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision
or the other provisions in this Agreement.
10.7
Costs and Expenses
10.7.1
The Company shall bear all costs and expenses incurred in
the preparation and execution of this Agreement.
10.7.2
Notwithstanding the Company’s foregoing obligation above,
each Party shall bear its own costs and/or expenses incurred from any disputes arising out of or in connection with this Agreement, unless
otherwise stipulated or agreed.
10.8
Entire Agreement
This Agreement constitute the entire
agreement and understanding between the Parties with respect to the subject matter and supersedes all previous term sheets, proposals,
representations, warranties, agreements relating thereto whether oral, written or otherwise and no Party shall modify this Agreement unless
with the written consent of all Parties.
(The remainder of this page is
intentionally left blank)
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Subscription Agreement
EXECUTED BY
the Parties as an agreement on the date
first stated hereof:
COMPANY
Signed by
)
for and on behalf of
)
TREASURE GLOBAL INC
)
(Registration No. 7908921)
)
/s/ Leong Wei Ping
Name: Leong Wei Ping
Designation: Director
INVESTOR
Signed by
)
TEO CHONG CHAN
)
(
NRIC No: [***]
)
)
/s/ TEO CHONG CHAN
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Subscription Agreement
SCHEDULE 1
(which is to be taken read and construed as
an integral part of this Agreement)
Tranches
Date
Investment Amount (USD)
1.
04
th
November 2026
United State Dollar Two Hundred Thousand (US$200,000)
2.
04
th
December 2026
United State Dollar Two Hundred Thousand (US$200,000)
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Subscription Agreement
ANNEX A
Restrictions on Offers and Sales
Outside the United States
In connection with the offer and sale of the Shares to
the Investor outside the United States:
(a) The Investor acknowledges
that the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “
Securities Act
”),
and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption
from, or in transactions not subject to, the registration requirements of the Securities Act.
(b) The Investor represents, warrants and agrees that:
(i)
The Investor will not offer, sell or otherwise transfer the Shares, (A) as part of their distribution at any time and (B) otherwise
until six (6) months after the later of the commencement of the offering of the Shares and the applicable Completion Date, except in accordance
with Regulation S under the Securities Act (“
Regulation S
”), pursuant to an effective registration statement
under the Securities Act, or pursuant to any other available exemption from registration under the Securities Act.
(ii) None of the Investor,
any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with
respect to the Shares, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.
(iii) The Investor is not
a U.S. person (as defined in Regulation S), is not acquiring the Shares for the account or benefit of any U.S. person, was outside the
United States at the time the offer was made and this Agreement was executed, and is acquiring the Shares for its own account for investment
purposes.
(iv)
The Investor will not engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act, and
acknowledges that the Company may refuse to register any transfer of the Shares not made in accordance with Regulation S, pursuant to
registration under the Securities Act, or pursuant to an available exemption from registration, and that the Shares will bear a restrictive
legend to that effect.
Terms used in paragraph (a) and this
paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
(c) The Investor acknowledges
that no action has been or will be taken by the Company that would permit a public offering of the Shares, or possession or distribution
of this Agreement or any other offering material relating to the Shares, in any country or jurisdiction where action for that purpose
is required.
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