Exhibit 10.7


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN
ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


P
R O M I S S O R Y N O T E


 


	Principal
    Amount: $460,000	Dated
    as of May 11, 2020


 


 


AGBA
Acquisition Limited, a British Virgin Islands company (the “Maker”), promises to pay to the order of AGBA Holding
Limited or its registered assigns or successors in interest (the “Payee”) the principal sum of Four Hundred
and Sixty Thousand U.S. Dollars ($460,000).in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions
of this Note.


 


		1.	Principal.
The principal balance of this Promissory Note (this “Note”) shall be payable promptly after the date on
which the Maker consummates an initial business combination (a “Business Combination”) with a target business
(as described in its initial public offering prospectus dated May 14, 2019 (the “Prospectus”)). In the event
that a Business Combination does not close prior to August 16, 2020, this Note shall be deemed to be terminated and no amounts
will thereafter be due from Maker to Payee under the terms hereof. The principal balance may not be prepaid without the consent
of the Payee.



 


		2.	Conversion
                                         Rights. The Payee has the right, but not the obligation, to convert this Note, in
                                         whole or in part, into private units (the “Units”) of the Maker, as
                                         described in the Prospectus, by providing the Maker with written notice of its intention
                                         to convert this note at least one business day prior to the closing of a Business Combination.
                                         The number of Units to be received by the Payee in connection with such conversion shall
                                         be an amount determined by dividing (x) the sum of the outstanding principal amount payable
                                         to such Payee by (y) $10.00.



 


		(a)	Fractional
                                         Shares. No fractional Units will be issued upon conversion of this Note. In lieu
                                         of any fractional Units to which Payee would otherwise be entitled, Maker will pay to
                                         Payee in cash the amount of the unconverted principal balance of this note that would
                                         otherwise be converted into such fractional share.



 


		(b)	Effect
                                         of Conversion. If the Maker timely receives notice of the Payee’s intention
                                         to convert this note at least one business day prior to the closing of a Business Combination,
                                         this Note shall be deemed to be converted on the date the Business Combination closes.
                                         At its expense, the Maker will, as soon as practicable after receiving this Note for
                                         cancellation after the closing of a Business Combination (assuming receipt of timely
                                         notice of conversion), issue and deliver to Payee, at Payee’s address set forth
                                         on the signature page hereto or such other address requested by Payee, a certificate
                                         or certificates for the number of Units to which Payee is entitled upon such conversion
                                         (bearing such legends as are customary pursuant to applicable state and federal securities
                                         laws), including a check payable to Payee for any cash amounts payable as a result of
                                         any fractional shares as described herein.






 






     


     


    




 


		3.	Interest.
No interest shall accrue on the unpaid principal balance of this Note.



 


		4.	Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.



 


		5.	Events
of Default. The following shall constitute an event of default (“Event of Default”):



 


		(a)	Failure
                                         to Make Required Payments. Failure by Maker to pay the principal of this Note within
                                         five (5) business days following the date when due.



 


		(b)	Voluntary
                                         Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
                                         insolvency, reorganization, rehabilitation or other similar action, or the consent by
                                         it to the appointment of, or taking possession by, a receiver, liquidator, assignee,
                                         trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial
                                         part of its property, or the making by it of any assignment for the benefit of creditors,
                                         or the failure of Maker generally to pay its debts as such debts become due, or the taking
                                         of corporate action by Maker in furtherance of any of the foregoing.



 


		(c)	Involuntary
                                         Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
                                         in the premises in respect of maker in an involuntary case under any applicable bankruptcy,
                                         insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian,
                                         trustee, sequestrator (or similar official) for Maker or for any substantial part of
                                         its property, or ordering the winding-up or liquidation of the affairs of Maker, and
                                         the continuance of any such decree or order unstayed and in effect for a period of 60
                                         consecutive days.



 


		6.	Remedies.



 


		(a)	Upon
                                         the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by
                                         written notice to Maker, declare this Note to be due immediately and payable, whereupon
                                         the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
                                         become immediately due and payable without presentment, demand, protest or other notice
                                         of any kind, all of which are hereby expressly waived, anything contained herein or in
                                         the documents evidencing the same to the contrary notwithstanding.



 




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		(b)	Upon
                                         the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid
                                         principal balance of this Note, and all other sums payable with regard to this Note,
                                         shall automatically and immediately become due and payable, in all cases without any
                                         action on the part of Payee.



 


		7.	Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy
or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.



 


		8.	Unconditional
                                         Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
                                         performance, default, or enforcement of the payment of this Note, and agrees that its
                                         liability shall be unconditional, without regard to the liability of any other party,
                                         and shall not be affected in any manner by any indulgence, extension of time, renewal,
                                         waiver or modification granted or consented to by Payee, and consents to any and all
                                         extensions of time, renewals, waivers, or modifications that may be granted by Payee
                                         with respect to the payment or other provisions of this Note, and agrees that additional
                                         makers, endorsers, guarantors, or sureties may become parties hereto without notice to
                                         Maker or affecting Maker’s liability hereunder.



 


		9.	Notices.
                                         Any notice called for hereunder shall be deemed properly given if (i) sent by certified
                                         mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form
                                         of private or governmental express mail or delivery service providing receipted delivery
                                         or (iv) sent by facsimile or (v) to the following addresses or to such other address
                                         as either party may designate by notice in accordance with this Section:



 


If
to Maker:


 


AGBA
Acquisition Limited Room 1108, 11th Floor, Block B


New
Mandarin Plaza, 14 Science Museum Road Tsimshatsui East, Kowloon, Hong Kong


Attn:
Gordon Lee


 


If
to Payee:


AGBA
Holding Limited


Room
1108, 11th Floor, Block B


New
Mandarin Plaza, 14 Science Museum Road Tsimshatsui East, Kowloon, Hong Kong


Attn:
Samuel Chan


 




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Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.


 


		10.	Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.



 


		11.	Jurisdiction.
The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
(including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the
parties submit to the exclusive jurisdiction of the courts of New York.



 


		12.	Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.



 


		13.	Trust
Waiver. Payee has read the Prospectus and understands that Maker has established the trust account described in the Prospectus,
initially in an amount of $46 million for the benefit of the public stockholders and the underwriters of Maker’s initial
public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Maker
may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares
or the liquidation of Maker; or (ii) to Maker and the Underwriters after consummation of a Business Combination.



 


Notwithstanding
anything herein to the contrary, Payee hereby agrees that it does not have any right, title, interest or claim of any kind in
or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as
a result of, or arising out of, any negotiations, contracts or agreements with Maker and will not seek recourse against the trust
account for any reason whatsoever.


 


		14.	Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.



 


		15.	Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation
of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.



 


		16.	Further
Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary
party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full
effect to this Promissory Note.



 




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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive
Officer the day and year first above written.


 


	 	AGBA ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	Gordon Lee
	 	Title:	Chief Executive Officer



 


	Accepted and Agreed:	 
	 	 
	 AGBA Holding Limited	 
	 	 	 
	By:		 
	Name:	 Samuel Chan	 
	Title:	Director	 






 


 


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