| Organization and Business Operations | Note 1 - Organization and Business Operations Organization and General 8i Enterprises Acquisition Corp. (the “Company”,
“we”, or “JFK”) is a newly incorporated company incorporated on November 24, 2017 (the “inception”),
under the laws of the British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Initial
Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities
Act of 1933, as amended (the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry
or geographic location. As of July 31, 2020, the Company had not yet
commenced any operations. All activity for the period from November 24, 2017 through July 31, 2020 relates to the Company’s
formation, the Initial Public Offering (“IPO”), and the potential acquisition of Diginex Ltd. described below. The
Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived
from the IPO. The Company has selected July 31 as its fiscal year-end. Sponsor and Financing The Company issued one share to its founding
director upon its inception on November 24, 2017 for $1. On April 17, 2018, this share was transferred to the 8i Holdings Limited.
On July 25 2018, the Company issued 1,437,499 shares to 8i Holdings Limited for $24,999. The Company’s sponsor is 8i Holdings
Limited (the “Sponsor”), a Limited Liability Exempted Company incorporated in the Cayman Islands on November 24, 2017.
The registration statements for the Company’s IPO were declared effective on March 27, 2019. On April 1, 2019 the Company
consummated the Initial Public Offering of 5,000,000 units (“Units” or “Public Units” and, with respect
to the ordinary shares included in the Public Units being offered, the “Public Shares”), generating gross proceeds
of $50,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the private placement
(“Private Placement”) with 8i Enterprises Pte Ltd, a company wholly owned by Mr. James Tan, of 221,250 units (the “Private
Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,212,500. Upon closing of the IPO and the private placement,
the proceeds, less $2,212,500 was held in a trust account (the “Trust Account”) (discussed below). On April 4, 2019, the underwriters exercised
the over-allotment option in full and the closing of the issuance and sale of the additional Units occurred on April 8, 2019. The
total aggregate issuance by the Company of 750,000 units at a price of $10.00 per unit resulted in total gross proceeds of $7,500,000,
less the underwriters’ discount of $1,437,500. On April 8, 2019, simultaneously with the sale of the over-allotment units,
the Company consummated the private sale of an additional 18,750 Private Units, generating gross proceeds of $187,500. The Trust Account The funds held in the Trust Account will be
invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market
funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely
in United States government treasuries. Except with respect to interest earned on the funds held in the trust account that may
be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account
until the earlier of the completion of a business combination or the Company’s liquidation. Initial Business Combination On March 20, 2020, the original date for the
meeting of the shareholders of the Company (the “Original Meeting), the shareholders voted in favor of a proposal to adjourn
the meeting to June 15, 2020 (the “Adjournment”). As a result, the Company was unable to complete the Business Combination
by the initial deadline of March 31, 2020, which was 12 months after the closing of the IPO. On March 26, 2020, the Company deposited
$575,000 into the trust account pursuant to the Trust Agreement between the Company and Wilmington Trust Company, in order to extend
the time available for the Company to consummate its initial business combination by three (3) months from April 1, 2020 to June
30, 2020 (the “First Extension Deadline”), which is 15 months from the closing of the IPO. On June 24, 2020, the Company
deposited another $575,000 into the trust account pursuant to the Trust Agreement between the Company and Wilmington Trust Company,
in order to extend the time available for the Company to consummate its initial business combination for an additional three (3)
months from July 1, 2020 to September 30, 2020 (the “Second Extension Deadline”), which is 18 months from the closing
of the IPO. Pursuant to the terms of our Amended and Restated Memorandum and Articles of Association and the Trust Agreement entered
into between the Company and Wilmington Trust Company, in order to extend the time available for it to consummate its initial business
combination, the Company’s insiders or its affiliates or designees, upon five days’ advance notice prior to the applicable
deadline, must deposit into the trust account $575,000 on or prior to the date of the applicable deadline. The insiders will receive
a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event
that the Company is unable to close a business combination unless there are funds available outside the trust account to do so.
Such notes would either be paid upon consummation of the Company’s initial business combination, or, at the lender’s
discretion, converted upon consummation of the Company’s business combination into additional Private Units at a price of
USD10.00 per unit. The Company’s shareholders have approved the issuance of the Private Units upon conversion of such notes,
to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In
the event that the Company receives notice from its insiders five days prior to the applicable deadline of its intent to effect
an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable
deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or
not the funds had been timely deposited. The Company’s insiders and its affiliates or designees are not obligated to fund
the trust account to extend the time for it to complete its initial business combination. To the extent that some, but not all,
of the Company’s insiders, decide to extend the period of time to consummate its initial business combination, such insiders
(or their affiliates or designees) may deposit the entire amount required. If the Company’s is unable to consummate its initial
business combination within 15 months from the closing of the IPO (or within 18 months, as previously described), the Company will,
as promptly as possible but not more than ten business days thereafter, redeem 100% of its outstanding public shares for a pro
rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the
trust account and not necessary to pay our taxes, and then seek to liquidate and dissolve. However, the Company may not be able
to distribute such amounts as a result of claims of creditors which may take priority over the claims of its public shareholders.
In the event of the Company’s dissolution and liquidation, the public rights will expire and will be worthless. If the Company is not able to consummate a
Business Combination before October 1, 2020, the Company will commence an automatic winding up, dissolution and liquidation unless
the Company seeks and receives the consent of its shareholders to otherwise extend the life of the Company. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any
adjustments that might result from the outcome of these uncertainties. If the Company is unable to consummate its
initial business combination within this time period, it will liquidate the trust account and distribute the proceeds held therein
to the Company’s public shareholders and dissolve. If the Company is forced to liquidate, it anticipates that the Company
would distribute to its public shareholders the amount in the trust account calculated as of the date that is two days prior to
the distribution date (including any accrued interest). Prior to such distribution, the Company would be required to assess all
claims that may be potentially brought against it by its creditors for amounts they are actually owed and make provision for such
amounts, as creditors take priority over the Company’s public shareholders with respect to amounts that are owed to them.
The Company cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, the
Company’s shareholders could potentially be liable for any claims of creditors to the extent of distributions received by
them as an unlawful payment in the event the Company enter an insolvent liquidation. Pursuant to the Nasdaq listing rules, the Company’s
initial business combination must be with a target business or businesses whose collective fair market value is at least equal
to 80% of the balance in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable on
the income earned on the trust account) at the time of the execution of a definitive agreement for such business combination, although
this may entail simultaneous acquisitions of several target businesses. The fair market value of the target will be determined
by the Company’s board of directors based upon one or more standards generally accepted by the financial community (such
as actual and potential sales, earnings, cash flow and/or book value). The Company’s board of directors will have broad discretion
in choosing the standard used to establish the fair market value of any prospective target business. The target business or businesses
that the Company acquires may have a collective fair market value substantially in excess of 80% of the trust account balance. Share Exchange Agreement On July 9, 2019, the Company entered into a
share exchange agreement (the “Share Exchange Agreement”) with Diginex Ltd., a Hong Kong company (“Diginex”),
the shareholders of Diginex (the “Sellers”) and Pelham Limited, a Hong Kong company, as representative of the Sellers
(the “Representative”), pursuant to which the Company would acquire all of the outstanding equity interests of Diginex
(the “Acquisition”). Diginex is in the business of providing blockchain technologies for an ecosystem infrastructure
to enable adoption of digital assets across financial markets through the offer of advisory, markets and asset management services.
Pursuant to the terms of the Share Exchange Agreement, the Sellers agreed to sell, transfer, convey, assign and deliver to the
Company all of the issued and outstanding ordinary shares of Diginex owned by the Sellers in exchange for the issuance to the Sellers
of an aggregate of 20,000,000 Ordinary Shares (the “Share Exchange”). On October 8, 2019, each of the parties to
the Share Exchange Agreement entered into an amendment and joinder to the Share Exchange Agreement (the “Amendment,”
and together with the Share Exchange Agreement, the “Amended Agreement”) with Diginex Limited (formerly known as Digital
Innovative Limited), a Singapore public company limited by shares (“Singapore NewCo”), and its wholly-owned subsidiary
Digital Innovative Limited, a British Virgin Islands business company (“BVI NewCo”), for the purpose of joining both
entities as parties to the Share Exchange Agreement. The Amendment reflects that prior to the consummation of the Share Exchange,
BVI NewCo will merge with and into the Company (the “Reincorporation Merger”), and the Company will be the surviving
entity and a wholly-owned subsidiary of Singapore NewCo pursuant to a merger agreement by and among Singapore NewCo, BVI NewCo
and the Company (the “Merger Agreement”) and a plan of merger by and among the Company and BVI NewCo (the “Plan
of Merger”). At the closing of the Reincorporation Merger, Singapore NewCo will issue ordinary shares, with no par value
(the “Singapore NewCo Ordinary Shares”), and warrants to the Company’s shareholders (the “Singapore NewCo
Warrants”), as set forth in the Merger Agreement. The Amendment also provides, among other things, (i) that Singapore NewCo
Ordinary Shares will be issued to the Sellers in the Share Exchange in lieu of Ordinary Shares, (ii) that references to the proxy
statement in the Amended Agreement were replaced with references to the definitive proxy statement/prospectus and (iii) that references
to the Purchaser and its obligations (x) post-closing, (y) with respect to Nasdaq matters, and (z) for directors’ and officers’
indemnification and liability insurance in the Share Exchange Agreement, were replaced with Singapore NewCo. On January 28, 2020, each of the parties to
the Share Exchange Agreement and the Amendment entered into an amendment to the Share Exchange Agreement (the “Second Amendment,”
and together with Amendment and the Share Exchange Agreement, the “Amended Share Exchange Agreement”), for the purpose
of increasing the size of Diginex’s permitted pre-Closing Date private placement of its ordinary shares from $30 million
to $50 million. On May 6, 2020, each of the parties to the
Second Amendment entered into a third amendment to the Share Exchange Agreement (the “Third Amendment,” and together
with the Share Exchange Agreement, the Amendment and the Second Amendment, the “Amended Share Exchange Agreement”)
to, among other things, (a) extend the outside closing date of the Share Exchange to June 23, 2020, (b) increase the number of
Singapore NewCo Ordinary Shares issuable to the Sellers in the Share Exchange from 20,000,000 to 25,000,000, (c) increase the number
of shares the Sellers are entitled to receive if the closing price of the Singapore NewCo Ordinary Shares satisfy certain thresholds
(the “Earnout Shares”) from an aggregate of 5,000,000 to 12,000,000, adjust closing price targets and to increase the
milestone dates by which the Earnout Shares could be issued from three years to four years after the anniversary of the Closing
Date; (d) increase the number of options to purchase Singapore NewCo Ordinary Shares received upon cancellation of the outstanding
options to purchase ordinary shares under Diginex’s existing incentive plan from 4,200,000 to 5,600,000, and (e) allow JFK
to issue up to 1,000,000 Singapore NewCo Ordinary Shares to third party advisors or consultants to (i) assist JFK with maintaining
funds of at least $15,000,000 in the trust account after giving effect to all JFK ordinary share redemptions, but prior to taking
into account JFK’s liabilities for any fees and costs relating to the transactions contemplated by the Amended Share Exchange
Agreement, or (ii) provide market making services to Diginex after the Closing. The Third Amendment includes new covenants
of the parties prior to the Closing Date, such as (a) JFK shall convert all outstanding promissory notes issued in favor of 8i
Enterprises Pte. Ltd. into JFK private units as of the Closing Date (the “Sponsor Loan Conversion”), (b) JFK shall
use commercially reasonable efforts to cause Chardan Capital LLC (“Chardan”) to agree to convert, effective as of the
Closing Date, deferred underwriting compensation in the amount of $1,725,000 owed to Chardan and any additional fees to be paid
by JFK to Chardan upon the consummation of the Closing into Singapore NewCo Ordinary Shares at $10.00 per share, which shares will
be subject to a lock-up agreement restricting any transfer thereof for a period of no less than six months after Closing, (c) Diginex
will use commercially reasonable efforts to cause one of its service providers to enter into a lock-up agreement in connection
with receipt of Singapore NewCo Ordinary Shares that such service provider will receive on the Closing Date for a period of no
less than six months after the Closing Date, and (d) each of JFK and Diginex will use best efforts to assist the other party to
fulfill the new covenants relating to (i) JFK maintaining $15,000,000 in the trust account as of the Closing Date after giving
effect to JFK’s ordinary share redemptions, but prior to taking into account JFK’s liabilities for any fees and costs
relating to the transactions contemplated by the Amended Share Exchange Agreement, and (ii) Diginex raising at least $15,000,000
through the issuance of new ordinary shares to be completed no later than the Closing (the “Subsequent Diginex Equity Private
Placement”). The failure to comply with the covenants described in clause (d) of this paragraph will not constitute a material
breach of the Amended Share Exchange Agreement for the purposes of fulfilling certain closing conditions of parties, or with respect
to the indemnification or termination provisions set forth in the Amended Share Exchange Agreement. In the event the respective
covenants that are the subject matter of clause (d) of this paragraph are not fulfilled, or, (i) if the market value of the unrestricted
publicly held JFK ordinary shares (as calculated under the rules of The Nasdaq Capital Market (“Nasdaq”)) that are
outstanding as of immediately prior to the Closing Date (after giving effect to the JFK ordinary share redemptions), and (ii) the
combined stockholders equity of JFK and Diginex (after giving effect to the JFK ordinary share redemptions, the Share Exchange
and the transactions contemplated thereby), fail to satisfy Nasdaq listing requirements ((i) and (ii), collectively, the “Nasdaq
Requirements”), the parties have agreed to negotiate in good faith to reach a mutually agreeable resolution with respect
thereto. However, if they are unable to reach an agreement, such failure will not be a material breach on the part of any party
that elects to terminate the Amended Share Exchange Agreement because the transactions contemplated thereunder did not occur prior
to June 23, 2020, the outside closing date. The Third Amendment includes new covenants
of Diginex that (a) without JFK’s prior written consent (which consent will not be unreasonably withheld or delayed), Diginex
and its affiliates will not, directly or indirectly, or through any other person (including, its directors, officers and agents)
engage with or contact, for the purpose of making an investment into Diginex or any of its affiliates, any potential investor actually
introduced to Diginex or its affiliates by JFK or its affiliates during the period commencing on April 27, 2020 and ending on the
earlier of the Closing Date and termination of the Amended Share Exchange Agreement, and who have not previously (i) had any direct
or indirect business or investment relationship with Diginex or its affiliates or (ii) engaged in any discussions with or contacted
or been contacted by, directly or indirectly, or through any other person (including, its directors, officers and agents), Diginex
or the Diginex’s affiliates, advisors or representatives regarding a potential business or investment relationship, until
the Closing Date, or in the event the Amended Shares Exchange Agreement is terminated, for a period of 12 months after the termination,
and (b) without JFK’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) Diginex
will not use any proceeds of the Subsequent Diginex Private Placement, up to $15,000,000, for any purpose other than its operating
expenses and capital expenditures. The Third Amendment includes new covenants
of all parties that, (a) JFK will use commercially reasonable efforts to cause one of its service providers to enter into a lock-up
agreement in connection with receipt of Singapore NewCo Ordinary Shares that such service provider will receive for a period of
no less than six months after the Closing Date, (b) JFK will use commercially reasonable efforts to cause the balance of the trust
account after giving effect to JFK’s ordinary share redemptions, but prior to taking into account JFK’s liabilities
for any fees and costs relating to the transactions contemplated by the Amended Share Exchange Agreement, to be an amount greater
than or equal to $15,000,000, (c) prior to the Closing Date, Diginex will use its commercially reasonable efforts to raise at least
$15,000,000 through the Subsequent Diginex Private Placement, and (d) JFK and Diginex will use commercially reasonable efforts
to satisfy the Nasdaq Requirements. The Third Amendment includes new conditions
to the obligations of the parties to consummate the Share Exchange, such as (i) the balance of the trust account will be an amount
greater than or equal to $15,000,000 after giving effect to JFK’s ordinary share redemptions, but prior to taking into account
JFK’s liabilities for any fees and costs relating to the Share Exchange, and (ii) during the period commencing on April 24,
2020 and ending on the Closing Date, Diginex will raise at least $15,000,000 through the Subsequent Diginex Private Placement.
As a new condition to Diginex’s obligation to consummate the Share Exchange, JFK will deliver to Diginex evidence of the
Sponsor Loan Conversion. The existing condition to consummate the Share Exchange that JFK receives executed copies of lock-up agreements
from all of the Diginex shareholders has been revised, so that in Diginex’s sole discretion up to 5,000,000 of the Singapore
NewCo Ordinary Shares issued in the Subsequent Diginex Private Placement may be issued without being subject to the restrictions
in the lock-up agreement. The Third Amendment provides Diginex the right,
at its sole option, to terminate the Amended Share Exchange Agreement if the Nasdaq Requirements are not met, or if after giving
effect to the JFK ordinary share redemptions, the Share Exchange and the transactions contemplated thereby, JFK fails to comply
with the net tangible assets requirements set forth in its Amended and Restated Memorandum and Articles of Association. Of the 25,000,000 Singapore NewCo Ordinary
Shares issuable to the Sellers in the Share Exchange, 2,000,000 Singapore NewCo Ordinary Shares (which will not be fully paid at
issuance) will be deposited into an escrow account for a period of twelve months (the “Escrow Period”) to satisfy any
potential indemnification claims against Sellers brought pursuant to the Amended Share Exchange Agreement (the “Escrow Shares”).
At the closing of the Share Exchange, each option to purchase ordinary shares of Diginex (the “Diginex Options”) outstanding
under Diginex’s existing incentive plan, whether vested or unvested, will be cancelled and the holders of the Diginex Options
will receive options to acquire an aggregate of 5,600,000 Singapore NewCo Ordinary Shares (the “Singapore NewCo Options”)
in exchange for such cancellation. The Singapore NewCo Options may not be transferred, assigned or sold for a period of fifteen
(15) months following the consummation of the Business Combination. Each Singapore NewCo Option will, without any requirement for
payment, automatically convert into one (1) Singapore NewCo Ordinary Share, which Singapore NewCo Ordinary Shares shall be issued
to each holder of a Singapore NewCo Option as follows: (a) one-third (1/3) on the date that is fifteen (15) months after the Closing
Date, (b) one-third (1/3) on the date that is eighteen (18) months after the Closing Date, and (c) one-third (1/3) on the date
that is twenty-one (21) months after the Closing Date, in the case of each of (a), (b) and (c), rounded to the nearest Singapore
NewCo Ordinary Share, subject to certain limitations set forth herein. The Singapore NewCo Options to be issued in the Share Exchange
will be separate from and in addition to any options or other awards issued or issuable under the Digital Innovative Limited 2019
Omnibus Incentive Plan (the “Incentive Plan”). The Sellers will be entitled to receive up
to an additional 12,000,000 Earnout Shares after the closing of the Business Combination if the closing price of Singapore NewCo
Ordinary Shares on Nasdaq (or any other applicable securities exchange) is equal to or greater than the stock prices set forth
below during any five trading days out of any 30 trading day period (the “Trading Period”) following the closing of
the Business Combination until the applicable milestone date: (1) 3,000,000 Earnout Shares if the closing price is USD$15.00 during
any Trading Period ending on or before the first anniversary of the Closing Date; (2) 3,000,000 Earnout Shares if the closing price
is USD$20.00 during any Trading Period ending on or before the second anniversary of the Closing Date; (3) 3,000,000 Earnout Shares
if the closing price is USD$25.00 during any Trading Period ending on or before the third anniversary of the Closing Date; and
(4) 3,000,000 Earnout Shares if the closing price is USD$30.00 during any Trading Period ending on or before fourth anniversary
of the Closing Date. All share and per share amounts above shall be proportionally adjusted for share splits, dividends, and similar
events. On June 24, 2020, each of the parties to the
Third Amendment entered into a fourth amendment to the Share Exchange Agreement (the “Fourth Amendment,” and together
with the Share Exchange Agreement, the Amendment, the Second Amendment and the Third Amendment, the “Amended Share Exchange
Agreement”) to, among other things, (a) extend the outside Closing Date of the Business Combination to September 28, 2020
and (b) agree to hold the Meeting no later than September 15, 2020. The Fourth Amendment includes new covenants
that all of the parties will, (i) take all steps required to extend the time available to consummate the Business Combination for
an additional three months to September 30, 2020, including, sharing payment of the extension fees payable to the 8i trust account
in the amount of $575,000, (ii) use their commercially reasonable efforts to hold the Meeting no later than September 15, 2020
and hold the closing of the Business Combination no later than September 28, 2020, and (iii) use their commercially reasonable
efforts to have 6,411,100 of the Singapore NewCo Ordinary Shares issuable, in the aggregate, to various parties pursuant to the
Share Exchange Agreement be freely tradeable from the day immediately following the Closing Date. Conditions to Closing General Conditions Consummation of the Share Exchange is conditioned
upon, among other things:
● no applicable Law or Order (as defined in the Agreement) that restrains, prohibits or imposes any condition on the consummation of the Closing shall be in force;
● no Action being brought by any governmental Authority to enjoin or otherwise restrict the consummation of the Closing;
● the Additional Agreements (as defined in the Agreement) shall have been entered into by each party thereto and the same shall be in full force and effect;
● JFK having at least $15,000,000 in the trust account after any redemptions of ordinary shares;
● JFK having obtained the approval of the Business Combination by its shareholders at a duly convened meeting of shareholders;
● the Singapore NewCo Ordinary Shares to be issued to the Sellers and to the holders of JFK having been approved for listing on Nasdaq;
● JFK’s redemption of any ordinary shares having been completed in accordance with the terms of JFK’s Amended and Restated Memorandum and Articles of Association and the Share Exchange Agreement; and
● the combined total assets of JFK and Diginex (after giving effect to the JFK shareholders who exercise their redemption rights) minus the combined total intangible assets and liabilities of the Company and Diginex shall be at least $5,000,001; and
● Diginex shall have raised at least $15,000,000 from the Diginex Subsequent Equity Private Placement. Diginex’s Conditions to Closing The obligation of Diginex to consummate the
Amended Share Exchange Agreement, in addition to the conditions described above, are conditioned upon, among other things, each
of the following:
● the Company having performed in all material respects with its obligations required to be performed by it in Amended Share Exchange Agreement at or prior to the closing of the Business Combination;
● the representations and warranties of the Company, being true on and correct as of the closing date of the Business Combination as if made at and as of such time (except for representations and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only be true and correct as of such earlier date); provided, that this condition shall be deemed satisfied unless any and all inaccuracies in such representations and warranties, in the aggregate, result in a Purchaser Material Adverse Effect (as defined in the Amended Share Exchange Agreement), in each case without giving effect to any limitation as to materiality or JFK Material Adverse Effect set forth therein;
● the Company shall have executed and delivered to Diginex a copy of each Additional Agreement to which it is a party;
● the Company shall have delivered evidence of the conversion of the Notes into Private Units;
● the Sellers’ designees shall have been appointed to the Singapore NewCo board of directors, effective as of the closing of the Business Combination;
● there shall have not occurred and be continuing any Purchaser Material Adverse Effect;
● Singapore NewCo shall have filed with the Accounting and Corporate Regulatory Authority of Singapore the Amended and Restated Constitution in the form included in the Proxy Statement and approved by the Company’s shareholders at the Meeting; and
● the Reincorporation Merger shall have been consummated. The Company’s Conditions to Closing The obligations of the Company to consummate
the transactions contemplated by the Amended Share Exchange Agreement, in addition to the conditions described above in the first
paragraph of this section, are conditioned upon, among other things, each of the following:
● Diginex having performed in all material respects its obligations required to be performed by it in the Share Exchange Agreement at or prior to the closing of the Business Combination;
● there shall have not occurred and be continuing any Diginex Material Adverse Effect (as defined in the Amended Share Exchange Agreement) on Diginex and its subsidiaries;
● the representations and warranties of Diginex being true and correct on and as of the closing of the Business Combination as if made at and as of such time (except for representations and warranties that speak as of a specific date prior to the closing date, in which case such representations and warranties need only be true and correct as of such earlier date); provided, that with the exception of representations and warranties relating to corporate existence and power, authorization, execution, delivery and performance of the Amended Share Exchange Agreement and other transaction documents, non-contravention, capitalization, and finders’ fees, this condition shall be deemed satisfied unless any and all inaccuracies in such representations and warranties, in the aggregate, result in a Company Material Adverse Effect (as defined in the Amended Share Exchange Agreement), in each case without giving effect to any limitation as to materiality or Company Material Adverse Effect set forth therein;
● there shall have not occurred and be continuing any Diginex Material Adverse Effect;
● Diginex’s key personnel shall have executed non-compete agreements and Diginex shall have entered into labor agreements with each of its employees to the extent required by law, and satisfied all accrued obligations applicable to its employees; and
● Diginex shall have provided executed copies of lock-up agreements by each of the Sellers, which lock-up agreements shall, at Dig |
