Exhibit 10.12


 


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.


 


PROMISSORY NOTE


 


	Principal Amount: $594,466.50	Dated as of August 11, 2021


 


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 Five Hundred and Ninety-Four Thousand, Four Hundred
and Sixty-Six U.S. Dollars and Fifty Cents ($594,466.50) 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 November 16, 2021 or as extended, 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.



 






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	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.
	 	 	 



		(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.



 






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		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


 


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:	/s/ Gordon Lee
	 	Name: 	Gordon Lee
	 	Title:	Chief Executive Officer





 


	Accepted and Agreed:	 
	 	 	 
	AGBA HOLDING LIMITED	 
	 	 	 
	By: 	/s/ Samuel Chan	 
	Name: 	Samuel Chan	 
	Title:	Director	 


 


 


 


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