Exhibit
10.9


 


EXECUTION
COPY


 


DATE:
2 JUNE 2022


 


SEAMLESS
GROUP INC.


(as
the Grantor)


 


AND


 


NOBLE
TACK INTERNATIONAL LIMITED


(as
the Grantee)


 


 











 


OPTION
DEED


FOR
THE GRANT OF OPTION


 


 











 


Michael
Li & Co


Room
901 & 19/F Prosperity Tower


39 Queen’s Road Central


Hong
Kong


(CCL/KV/CN/2216763)


 




    	 



     


    

 


CONTENTS


 


	Clause	 	Heading	 	Page
	 	 	 	 	 
	1.	 	Interpretation	 	2
	2.	 	The
    Option	 	3
	3.	 	Exercise
    of the Option	 	4
	4.	 	Completion	 	4
	5.	 	Further
    assurance	 	5
	6.	 	Notices	 	6
	7.	 	Costs
    and expenses	 	6
	8.	 	Assignment	 	6
	9.	 	Third
    party rights	 	6
	10.	 	Governing
    law and jurisdiction	 	6
	 	 	 	 	 
	Schedule	 	 	 	 
	 	 	 	 	 
	Schedule
    1	 	Form
    of Deed of Assignment	 	7
	Schedule
    2	 	Principal
    terms of the Conve1tible Bonds	 	11
	 	 	 	 	 
	Execution	 	 	 	13


 




    	 



     


    

 


THIS
OPTION DEED is dated 2 JUNE 2022


 


BETWEEN:


 


	(1)	SEAMLESS
    GROUP INC., a company incorporated in the Cayman Islands with limited liability, having its registered office at the offices
    of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KYl-1104, Cayman Islands (the “Grantor”);
    and
	 	 
	(2)	NOBLE
    TACK INTERNATIONAL LIMTIED, a company incorporated in the British Virgin Islands with limited liability, having its registered
    office at the office of Policullis (BVI) Limited, Policullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake
    Highway, Road Town, T01tola, VGlll0, British Virgin Islands (the “Grantee”).


 


WHEREAS:


 


	(A)	Dynamic
    Indonesia Holdings Limited (the “Company”) is a company incorporated in the Cayman Islands with limited liability
    and as at the date hereof, the authorised share capital of the Company is US$50,000 divided into 50,000 shares of a par value of
    US$1.00 each (each a “Share”).
	 	 
	(B)	As
    at the date of this Deed, Dynamic Investment Holdings Limited, a wholly owned subsidiary of the Grantor, and the Grantee as subscribers
    and the Company as issuer entered into a subscription agreement in relation to the subscription of a total of 5,000 new shares in
    the Company in five tranches (the”Subscription Agreement”).
	 	 
	(C)	The
    Grantee is a wholly owned subsidiary of Hang Tai Yue Group Holdings Limited (“Listco”), the issued shares of which
    are listed on GEM of The Stock Exchange of Hong Kong Limited (stock code: 8081).
	 	 
	(D)	The
    Grantor and the Grantee have agreed to enter into this Deed whereby the Grantor agreed to grant to the Grantee the right but not
    the obligation to require the Grantor (or its nominee) to acquire the Option Shares (as defined below) and the Shareholder’s
    Loan (as defined below) from the Grantee subject to and in accordance with the te1ms hereof.


 




    	- 1 -



     


    

 


NOW
THIS DEED WITNESSES AS FOLLOWS:


 


	1.	INTERPRETATION



 


	1.1	In
                                            this Deed (including the Recitals and Schedules), unless the context requires otherwise,
                                            the following wor_dshall have the meanings ascribed to them below:



 


	 	“Business
    Day”	 	a
    day (other than Saturday, Sunday or public holiday) on . which licensed banks are generally open for business in Hong Kong throughout
    their.normal business hours
	 	 	 	 
	 	“Completion”	 	completion
    of the sale and purchase of Option Shares and the assignment of the Shareholder’s Loan in accordance with the te1ms and conditions
    of this Deed
	 	 	 	 
	 	“Completion
    Date”	 	thedatefalling
    on the third Business Day after the date of the Option Notice
	 	 	 	 
	 	“Conve1tible
    Bonds”	 	the
    convertible bonds to be issued by the SPAC or the Grantor (as the case may be and to bedetermined by and at thediscretion ofthe Grantee),
    the agreed principal te1ms of which is set out in Schedule 2
	 	 	 	 
	 	“Deed
    of Assignment”	 	the
    deed of asignment to be entered into by the Grantor (or its nominee) and the Grantee in relation to the assignment of all or pait
    of the Shareholder’s Loan by the Grantee to the Grantor (or its nominee), the f01m of which is set out in Schedule 1
	 	 	 	 
	 	“Hong
    Kong”	 	the
    Hong Kong Special Administrative Region of the People’s Republic of China
	 	 	 	 
	 	“Option”	 	the
    option granted by the Grantor to the Grantee and exercisable at the discretion of the Grantee to require the Grantor (or its nominee)
    to acquire the Option Shares and all or pait of the Shai·eholder’s Loan from the Grantee subject to and in accordance with
    the terms of this Deed
	 	 	 	 
	 	“Option
    Notice”	 	has
    the meaning ascribed thereto in Clause 3.2
	 	 	 	 
	 	“Option
    Period”	 	the
    period commencing on the date of this Deed and ending on the second anniversary of the date of this Deed (i.e. 2 June 2024)
	 	 	 	 
	 	“Option
    Price”	 	the
    pmchase price payable by the Grantor (or its nominee) upon the exercise of the Option by the Grantee to bedete1mined in accordance
    with Clause 2.3
	 	 	 	 
	 	“Option
    Shares”	 	all
    or pait of the Shares in the Company held by the Grantee upon the exercise of the Option
	 	 	 	 
	 	“Shareholder’s
    Loan”	 	the
    shareholder’s loan granted by the Grantee to the Company and in the total outstanding amount ofUS$2,050,000 as at the date ofthis
    Deed



 






    	- 2 -



     


    

 


	 	“SPAC”	 	InFint
    Acquisition Corporation, a newly incroproated blank check company incorporated on 8 March 2021 as a Cayman Islands exempted company
    having its principal place of business based in the United States of America whose business purpose is to effect a business combination
    with one or more businesses
	 	 	 	 
	 	“this
    Deed”	 	this
    option deed for the grant of the Option
	 	 	 	 
	 	“US$”	 	US
    dollars, the lawful cunency of the United States of America


 


	1.2	References
    herein to Clauses, Recitals and Schedule are to clauses in, recitals and schedule to, this Deed unless the context requires otherwise
    and the Schedule to this Deed shall be deemed to form pait of this Deed.
	 	 
	1.3	The
    expressions “Grantor” and “Grantee” shall, where the context pe1mits, include their respective successors
    and personal representatives.
	 	 
	1.4	The
    headings are inse1ted for convenience only and shall not affect the constmction of this Deed.
	 	 
	1.5	Unless
    the context requires otherwise, words imp01ting the singulai· include the plural and vice versa and words importing a gender
    include every gender and references to any person shall include an individual, film, body c01porate or uninc01porated.
	 	 
	1.6	References
    to times shall mean Hong Kong time unless otherwise stated.


 


	2.	THE
                                            OPTION



 


	2.1	The
    Grantor hereby grants to the Grantee the Option exercisable at the discretion of the Graritee to require the Grantor (or its nominee)
    to acquire the Option Shai·es and all or part of the Shareholder’s Loan from the Grantee subject to and in accordance
    with the terms of this Deed.
	 	 
	2.2	The
    Grantee has the discretion to dete1mine the number of Option Shares and the amount of the Shareholder’s Loan to be acquired
    by the Grantor (or its nominee) upon exercise of the Option and the Grantee shall notify the Grantor such number of Option Shares
    and amount of the Shareholder’s Loan to be acquired by the Grantor (or its nominee) in the Option Notice.



 






    	- 3 -



     


    

 


	2.3	The
    Option Price payable by the Grantor (or its nominee) upon the Grantee exercising the Option shall be determined by the following
    formula:
	 	 
	 	Option
    Price= A+ interest on A at an interest rate of 12% per annum accruing from the date of this Deed up to the Completion Date + B +
    interest on B at an interest rate of 12 % per annum accruing from the date of grant of the Shareholder’s Loan up to the Completion
    Date
	 	 
	 	A
    = (US$2 million + the total subscription money paid by the Grantee for subscription of new Shares under the Subscription Agreement
    (if any)) x thenumber of Option Shares to be acquired by the Grantor / the total number of Shares held by the Grantee as at the date
    of the Option Notice
	 	 
	 	B
    = the principal amount of the Shareholder’s Loan to be acquired by the Grantor (or its nominee) upon exercise of the Option


 


	2.4	The
    Option Price shall be settled by issue of Convertible Bonds (the agreed principal te1ms ofthe Convertible Bonds are set outin Schedule
    2) by the SPAC (in such case, the Grantor has an obligation to procme the SPAC to issue the Conve1tible Bonds) or the Grantor. The
    Grantee has the discretion to determine the issuer of the· Conveitible Bonds and the Grantee shall notify the Grantor such
    issuer of the Conve1tible Bonds under the Option Notice.


 


	3.	EXERCISE
                                            OF THE OPTION



 


	3.1	The
    exercise of the Option is conditional upon all necessary consents, licenses and approvals (including but not limited to compliance
    with the requirements under the Rules Governing the Listing of Securities on GEM of The StockExchange of Hong Kong Limited) required
    to be obtained onthe prut of the Grantee and Listco having been obtained and remain in full force and effect.
	 	 
	3.2	Subject
    to the satisfaction of the condition in Clause 3.1, the Option may be exercised by and atthe discretion ofthe Grantee at any time
    during the Option Period by serving an option notice (the “Option Notice”) on the Grantor and the date of exercise
    of the Option shall be the date on which the Option Notice is despatched by the Grantee.
	 	 
	3.3	The
    Option may only be exercised once by the Grantee and the Option shall lapse after the service of the Option Notice to the Grantor
    by the Grantee in accordance with Clause 3.2.


 


	4.	COMPLETION



 


	4.1	Completion
    shall take place at 4:00 p.m. on the Completion Date, when all the acts and requirements set out in this Clause 4 shall be complied
    with.
	 	 
	4.2	At
    Completion, the Grantor (or its nominee) shall deliver to the Grantee all the followings:


 


	 	(1)	a
    ce1tified tiue copy of the duly signed bond instiument of the Conve1tible Bonds and the definitive certificate(s) for the Convertible
    Bonds issued in favour
    of the Grantee, such certificate(s) shall have been duly signed and authenticated, in accordance with the terms and conditions of
    the Convertible Bonds;


 




    	- 4 -



     


    

 


	 	(2)	copy,
    ce1tified as true and complete by a director of the issuer of the Conveitible Bonds, of resolutions of the board of directors of
    the issuer of the Conve1tible Bonds approving the issue of the Conve1tible Bonds, the definitive ceitificate(s) for the Convettible
    Bonds and other necessary documents and authorising a person or persons to execute the same (with seal, where appropriate) for and
    on its behalf;
	 	 	 
	 	(3)	the
    Deed of Assignment duly executed by the Grantor (or its nominee);
	 	 	 
	 	(4)	duly
    executed instrument of transfer in respect of the Option Shares by the Grantor (or its nominee); and
	 	 	 
	 	(5)	a
    copy, ceitified as trne and complete by a director of the Grantor (or its nominee), of resolutions of the boards of directors of
    the Grantor (or its nominee) approving the Deed of Assignment, instmment of transfer in respect of the Option Shares and the transactions
    contemplated thereunder and other documents necessary and authorising a person or persons to execute the same (with seal, where appropriate)
    for and on its behalf.


 


	4.3	At
    Completion, the Grantee shall deliver to the Grantor (or its nominee) all the followings:


 


	 	(1)	the
    Deed of Assignment duly executed by the Grantee;
	 	 	 
	 	(2)	duly
    executed instrument of transfer in respect of the Option Shares by the Grantee; and
	 	 	 
	 	(3)	a
    copy, ce1tified as tme and complete by a director of the Grantee, of resolutions of the boards of directors of the Grantee approving
    the Deed of Assignment, instmment of transfer in respect of the Option Shares and the transactions contemplated thereunder and other
    documents necessruy and authorising a person or persons to execute the same (with seal, where appropriate) for and on its behalf.


 


	5.	FURTHER
    ASSURANCE


 


The
Grantor unde1takes to the Grantee that it (or its nominee) will do all such acts and things and execute all such deeds and document as
contemplated herein or otherwise as may be necessruy or desirable to cany into effect or to give legal effect to the provisions of this
Deed and the transactions hereby contemplated.


 



    	- 5 -



     


    

 


	6.	NOTICES


 


	6.1	All
    notices or other communications required to be served or given pursuant to this Deed shall be in writing and delivered or sent to
    the pruties hereto by prepaid postage, (by ailmail ifto another country); facsimile transmission, email or personal delivery to its
    address or facsimile number or email address as set out below (or such other address or facsimile number or email address as the
    addressee has by five days’ prior written notice designated to the other party):


 


	 	To
    the Grantor:	Seamless
    Group Inc.
	 	 	 	 
	 	 	Address	21/F
    Olympia Plaza, 255 
	 	 	 	King’s
    Road, North Point, Hong Kong
	 	 	 	 
	 	 	Fax
    Number 	3951
    6201 
	 	 	Email	ronnie.hui@tngfintech.com
	 	 	Attention	Mr.
    Ronnie Hui
	 	 	 	 
	 	To
    the Grantee:	Noble
    Tack International Limited
	 	 	 
	 	 	Address	9/F
    HKHC Tower, No. 241-243
	 	 	 	Nathan
    Road, Jordan, Kowloon,
	 	 	 	Hong
    Kong
	 	 	Email	karen.lam@hangtaiyue.com
	 	 	Fax
    Number	(852)
    2353 5898
	 	 	Attention	Ms.
    Karen Lam


 


	6.2	Each
    notice, demand or other communication given, made or serve under this Deed shall be deemed to have been given and received by the
    relevant party (i) within two (2) days after the date of posting, if sent by local mail; four (4) days after the date of posting,
    if sent by airmail; (ii) when delivered, if delivered by hand; and (iii) on despatch, if sent by facsimile transmission or email.
	 	 
	6.3	The
    Orantor inevocably appoints Dynamic FinTech Group (HK) Limited of 21/F Olympia Plaza, 255 King’s Road, Nmth Point, Hong Kong
    as its process agent to receive on its behalf service of any writ, summons, order, judgment or other notice of legal process in Hong
    Kong. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by
    the Company).
	 	 
	6.4	The
    Grantee in-evocably appoints Triple Alt Limited of9/F, HKHC Tower, No. 241- 243 Nathan Road, Jordan, Hong Kong as its process agent
    to receive on its behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. Such service
    shall be deemed completed on delivery to such process agent (whether or not it is f )l’warded to and received by the Company).


 


	7.	COSTS AND EXPENSES




 


Each
paity shall bear its own costs and expenses (including legal fees) incurred by the Grantee and the Grantor in connection with the preparation,
negotiation, execution and perfo1mance of this Deed.


 


	8.	ASSIGNMENT



 


This
Deed shall be binding on and shall enure for the benefit of each party’s successors and assigns and personal representatives (as
the case may be), but no assignment may be made of any ofthe rights or obligations hereunder of either party without the prior written
consent of the other party.


 


	9.	THIRD
                                            PARTY RIGHTS



 


Unless
expressly provided to the contrary in this Deed, a person who is not a patty to this Deed shall have no right under the Contracts (Rights
of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce any of the te1ms of this Deed, and whether so provided
in this Deed or not, no consent of third party is required for the amendment to (including the waiver or compromise of any obligation),
rescission of or termination of this Deed.


 


	10.	GOVERNING
                                            LAW AND JURISDICTION



 


This
Deed shall be governed by and constrned in accordance withthe laws of Hong Kong. Each of the pa1iies hereby submits to the non-exclusive
jurisdiction of the courts of Hong Kong.


 




    	- 6 -



     


    

 


SCHEDULE
l


 


FORM
OF DEED OF ASSIGNMENT


 


DATE:[*)


 


NOBLE
TACK INTERNATIONAL LIMITED


(as
Assignor)


 


AND


 


DYNAMIC
INVESTMENTS HOLDINGS LIMITED (as the Assignee)


 


AND


 


DYNAMIC
INDONES_IA HOLDINGS LIMITED


(as
the Company)


 


 











 


DEED
OFASSIGNMENT


 


 











 


Michael
Li & Co


Room
901 & 19/F Prosperity Tower


39 Queen’s Road Central


Hong
Kong


(CCL/KV/CN/2216763)


 



    	- 7 -



     


    




 


THIS
DEED OFASSIGNMENT is dated [*] 2022


 


BETWEEN:


 


	(1)	NOBLE
    TACK INTERNATIONAL LIMTIED, a company incorporated in the British Virgin Islands with limited liability, having its registered
    office at the office of Portcullis (BVI) Limited, Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake
    Highway, Road Town, T01iola, VGlll0, British Virgin Islands (the “Assignor”);
	 	 
	(2)	DYNAMIC
    INVESTMENTS HOLDINGS LIMITED, a company incorporated in the Cayman Islands with limited liability, having its registered office
    at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand
    Cayman KYl-1209, Cayman Islands(the “Assignee”); and
	 	 
	(3)	DYNAMIC
    INDONESIA HOLDINGS LIMTIED, a company incorporated in the Cayman Islands with limited liability, having itsregistered office
    at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue,PO Box 32311, Grand
    CaymanKYl-1209, Cayman Islands (the”Company”).


 


WHEREAS:


 


	(A)	As
    at the date hereof, the Company is indebted to the Assignor in the sum of US$2,050,000 (the “Debt”).
	 	 
	(B)	The
    paiiies hereto have agreed to enter into this Deed of Assignment.


 


NOW
THIS ASSIGNMENT WITNESSES AS FOLLOWS:


 


	1.	INTERPRETATION



 


	1.1	In
    this Deed of Assignment, the expression “this Deed of Assignment” shall mean this Deed of Assignment, as amended
    from time to time.
	 	 
	1.2	The
    headings of this Deed of Assignment are inse1ied for convenience only and shall be ignored in construing this Deed of Assignment.
    Unless the context otherwise requires, references in this Deed of Assignment to the singular shall be deemed to include references
    tothe plural and vice versa; references to one gender shall include all genders and reference to any person shall include an individual,
    firm, body corporate or unincorporate.


 


	2.	ASSIGNMENT OF I)EBT




 


In
consideration of the value received (the receipt whereof the Assignor hereby acknowledges), the Assignor hereby assigns to the Assignee
all its rights, titles, benefits and interests in the Debt and TO HOLD the same unto the Assignee absolutely.


 




    	- 8 -



     


    

 


	3.	ACKNOWLEDGEMENT
                                            BY THE COMPANY



 


	3.1	The
    Company hereby aclmowledges receipt of the notice of assignment of the Debt in the manner provided in this Deed of Assignment.
	 	 
	3.2	The
    Company further acknowledges and confirms that it will pay to the Assignee or as it may direct all sums in respect of the Debt at
    any time upon receipt of any instructions or notices from the Assignee.


 


	4.	FURTHER
                                            ASSURANCE



 


The
Assignor shall execute and do all such assurances, acts, deed and things as the Assignee may require and procure other relevant parties
so to do for perfecting, preserving and protecting the assignment of the Debt as herein provided and for perfecting, preserving or protecting
all or any of the rights, powers or remedies confened hereby.


 


	5.	ASSIGNS



 


This
Deed of Assignment shall enure to the benefit of and be binding on each party and its respective successors and permitted assigns provided
that none of the parties hereto shall assign or transfer or purport to assign or transfer any of its rights or obligations hereunder
without the consent of the other paities hereto.


 


	6.	GOVERNING
                                            LAW AND JURISDICTION



 


	6.1	This
    Deed of Assignment shall be governed by and construed in accordance with the laws for the time being in force in Hong Kong (“Hong
    Kong”) Special Administrative Region of the People’s Republic of China.
	 	 
	6.2	The
    parties hereto hereby iITevocably submit to the non-exclusive jurisdiction of the comts of Hong Kong.
	 	 
	6.3	Unless
    expressly provided to the contrary in this Deed of Assignment, a person who is not a patty to this Deed of Assignment shall have
    no right under the Contracts (Rights of Third Patties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce any of the terms
    of this Deed of Assignment, and whether so provided in this Deed of Assignment or not, no consent of third patty is required for
    the amendment to (including the waiver or compromise of any obligation), rescission of or termination of this Deed of Assignment.


 



    	- 9 -



     


    




 





IN
WITNESS WHEREOF this Assignment has been duly executed by all patties hereto the day and year first above written.


 


	THE
    ASSIGNOR	 	 
	 	 	 
	EXECUTED
    as a DEED	)	 
	by	)	 
	for
    and on behalf of	)	 
	NOBLE
    TACK INTERNATIONAL	)	 
	LIMTIED	)	 
	 	)	 
	in
    the presence of:	)	 


 


	THE
    ASSIGNEE	 	 
	 	 	 
	EXECUTED
    as a DEED	)	 
	 	)	 
	for
    and on behalf of	)	 
	DYNAMIC
    INVESTMENTS HOLDINGS	)	 
	LIMITED	)	 
	 	)	 
	in
    the presence of:	)	 


 


	THE
    COMPANY	 	 
	 	 	 
	EXECUTED
    as a DEED	)	 
	 	)	 
	for
    and on behalf of	)	 
	DYNAMIC
    INDONESIA HOLDINGS	)	 
	LIMTIED	)	 
	 	)	 
	in
    the presence of:	)	 


 




    	- 10 -



     


    

 


SCHEDULE
2


 


Principal
terms of the Conveitible Bonds


 


	1.	Issuer	The
    SPAC or Seamless Group Inc. (to be determined by the Grantee) (the “Issuer”)
	 	 	 
	2.	Subscriber	Noble
    Tack International Limited (the “Subscriber”)
	 	 	 
	3.	Principal
    amount 	Equivalent
    to the Option Price
	 	 	 
	 	 	The
    Conve1tible Bonds are issued in registered form in the denomination of US$100,000 each (or the multiples thereof), save that if the
    outstanding amount of the Conve1tible Bonds to be issued is less than US$100,000, the Conve1tible Bonds may be issued in such amount
	 	 	 
	4.	Conversion
    Shares 	Number
    of Conversion Shares = the principal amount of the Conve1tible Bonds/ US$400 million or the then valuation of the Issuer to be conducted
    by an independent professional valuer and mutually agreed by the Issuer and the Subscriber, whichever is the higher x the then total
    issued shares of the Issuer as enlarged by the issue of Conversion Shares
	 	 	 
	 	 	The
    Conversion Shares will be issued free from any encumbrances or third pa1ty rights of any kind and upon issue will rank pari passu
    in all respects with each other and with the shares of the Issuer in issue in accordance with the memorandum and articles of association
    of the Issuer
	 	 	 
	5.	Conversion
    price 	Conversion
    price = the principal amount of the Convertible Bonds / the number of Conversion Shares
	 	 	 
	6.	Interest
    rate 	12%
    per annum on the principal amount of the Conve1tible Bonds and will be payable by the Issuer half yearly
	 	 	 
	7.	Maturity
    date 	the
    second anniversary from the date of issue of the Conve1tible Bonds
	 	 	 
	8.	Conversion
    Period 	The
    Convertible Bonds are convertible at any time from the issue date but no later than eight months from the date of completion of the
    merging of Seamless Group Inc. with the SPAC or the listing of Seamless Group Inc. on any securities market in Hong Kong or overseas


 




    	- 11 -



     


    

 


	9.	Ranking
    of the Convertible Bonds 	The
    Conve1tible Bonds constitute general and unsecured obligations of the Issuer and rank (subject to any obligations preferred by mandatory
    provisions of law) equally and without any reference amongst themselves
	 	 	 
	10.	Covenants	The
    Issuer to undertake and covenant that so long as any conversion right remains exercisable, it will save with the approval of the
    Subscriber comply with the following covenants:


 


	 	 	(i)	maintain
    sufficient unissued share capital for the issue of Conversion Shares; 
	 	 	(ii)	anti-dilution
    (i.e. not to issue further secmities); 
	 	 	(iii)	not
in any way modify the rights attaching to the shares of the Issuer with respect to voting, dividends or liquidation nor issue any other
class of equity share capital car1ying any rights which are more favourable than the rights attaching to the share of the Issuer; and

	 	 	(iv)	to
    provide to the Subscriber a copy of its consolidated financial statements including balance sheet and profit and loss account half-
    yearly;
	 	 	(v)	not
    to dispose of its businesses or assets; and
	 	 	(vi)	such
    other covenants as may be required by the Subscriber.


 


	11.	Events
    of default	Upon
    the occurrence of any of the following events, the Subscriber has the right to demand the Company to redeem the Conve1tible Bonds
    togeth_er with all outstanding accrued interest:


 


	 	 	(i)	payment
    default;
	 	 	(ii)	default
    by the Issuer in the perfo1mance or observance of any covenant, condition or provision contained in the Convertible Bonds;
	 	 	(iii)	a
    resolution is passed or an order is made that the Issuer be wound up or dissolved or the Issuer disposes of all its assets;
	 	 	(iv)	the
    Issuer becomes insolvent or is unable to pay its debts as and when they fall due or stops or suspends making payments with respect
    to all or any class of debts;
	 	 	(v)	the
    Issuer ceases to cany on all or substantially all of its business or operations.


 


	12.	Transferability	Freely
    transferable in whole multiple ofUS$100,000 (or such lesser amount as may represent the entire Convertible Bonds)
	 	 	 
	13.	Voting
    rights	The
    holder of the Convertible Bonds will not be entitled to attend or vote at any general meeting of the Issuer by reason only of it
    being the holder of the Conve1tible Bonds
	 	 	 
	14.	Redemption	On
    the maturity date, the outstanding principal amount of the Conve1tible Bonds, unless previously conve1ted into shares, together with
    the interest accrued thereon, be repaid to the Subscriber
	 	 	 
	 	 	At
any time after three months of the issuance of the Convertible Bonds, the Subscriber may at its discretion request the Issuer to redeem
the outstanding principal amount of the Conve1tible Bonds at a redemption amount equal to 100% of the principal amount of the Convertible
Bonds together with the outstanding interest accrned thereon by serving at least 30 days’ prior written notice to the Issuer

	 	 	 
	15.	Governing
    Law	The
    laws of Hong Kong SAR


 




    	- 12 -



     


    

 


IN
WITNESS WHEREOF this Deed has been executed by all parties hereto the day and year first above written.


 


	THEGRANTOR	 	 
	 	 	 
	EXECUTED
    as a DEED	)	 
	by
    KONG King Ong Alexander	)	 
	/s/
    KONG King Ong Alexander	 	 
	 	 	 
	for
    and on behalf of	)	 
	SEAMLESS
    GROUP INC	)	 
	 	)	 
	in
    the presence of:	)	 
	Li
    Ho Sau	 	 
	/s/
    Li Ho Sau	 	 


 


	THE
    GRANTEE	 	 
	 	 	 
	EXECUTED
    as a DEED	)	 
	by
    Lam Ching Yee 	)	 
	/s/
    Lam Ching Yee	 	 
	for
    and on behalf of	)	 
	NOBLE
    TACK INTERNATIONAL	)	 
	LIMTIED	)	 
	 	)	 
	in
    the presence of: Chiu Lap Yan	)	 
	 	 	 
	/s/
    Chiu Lap Yan	 	 


 




    	- 13 -



     


    

 


IN
WITNESS WHEREOF this Deed has been executed by all pmiies hereto the day and year first above written.


 


	THEGRANTOR	 	 
	 	 	 
	EXECUTED
    as a DEED	)	 
	by	)	 
	for
    and on behalf of	)	 
	SEAMLESS
    GROUP INC	)	 
	 	)	 
	in
    the presence of:	)	 


 


	THE
    GRANTEE	 	 
	 	 	 
	EXECUTED
    as a DEED	)	 
	by
    Lam Ching Yee 	)	 
	/s/
    Lam Ching Yee	 	 
	for
    and on behalf of	)	 
	NOBLE
    TACK INTERNATIONAL	)	 
	LIMTIED	)	 
	 	)	 
	in
    the presence of: Chiu Lap Yan	)	 
	 	 	 
	/s/
    Chiu Lap Yan	 	 


 




    	- 14 -