ASPAC I Acquisition Corp. Sample Contracts

THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2022. Between: Whereas:
Indemnity Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • Virgin Islands

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2022 between the Company and Indemnitee pursuant to the underwriting agreement (“Underwriting Agreement”) between the Company and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 11th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2022, is made and entered into by and among A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Company”), A SPAC (Holdings) Acquisition Corp., a British Virgin Islands business company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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6,000,000 Units A SPAC I Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • February 11th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York

The undersigned, A SPAC I Acquisition Corp., a blank check company incorporated under the laws of the British Virgin Islands (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 16th, 2023 • ASPAC I Acquisition Corp. • Blank checks

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [·], by and among A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2021.
Indemnity Agreement • September 29th, 2021 • ASPAC I Acquisition Corp. • Blank checks • Virgin Islands

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2021 between the Company and Indemnitee pursuant to the underwriting agreement (“Underwriting Agreement”) between the Company and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:

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WARRANT AGREEMENT
Warrant Agreement • February 11th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between A SPAC I Acquisition Corp., a British Virgin Islands company (the “Company”), and [l], a [l] corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 6th, 2024 • ASPAC I Acquisition Corp. • Blank checks • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February _29_ 2024, is by and among A SPAC I Mini Acquisition Corp., a company organized under the laws of the British Virgin Islands (the “Company”), each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”), A SPAC I Acquisition Corp., a company organized under the laws of the British Virgin Islands (the “Parent”), NewGenIvf Limited, a Cayman Islands exempted company (“NewGenIvf”) and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”).

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RIGHTS AGREEMENT
Rights Agreement • August 20th, 2021 • ASPAC I Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between A SPAC I Acquisition Corp., a British Virgin Islands business company, with offices at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Right Agent”).

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RIGHTS AGREEMENT
Rights Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [ ], 2022 between A SPAC I Acquisition Corp., a British Virgin Islands business company, with offices at Level 39, Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).

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UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • August 20th, 2021 • ASPAC I Acquisition Corp. • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2021, by and between A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Cheung Kong Center, 58th Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong, and A SPAC (Holdings) Acquisition Corp., a British Virgin Islands business company (the “Purchaser”).

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A SPAC I Acquisition Corp. Level 39, Marina Bay Financial Centre Tower 2 Singapore 018983 Chardan Capital Markets, LLC 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:
ASPAC I Acquisition Corp. • February 8th, 2022 • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Company”), and Chardan Capital Markets, LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, no par value (the “Ordinary Shares”), three-fourths of one redeemable warrant (the “Warrants”) and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 20th, 2021 • ASPAC I Acquisition Corp. • Blank checks • New York
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WARRANT SUBSCRIPTION AGREEMENT
Warrant Subscription Agreement • February 11th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York

This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2022, by and between A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Level 39, Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983, and A SPAC (Holdings) Acquisition Corp., a British Virgin Islands business company (the “Purchaser”).

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • September 29th, 2021 • ASPAC I Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (“Agreement”), by and among A SPAC I Acquisition Corp., a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

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MERGER AGREEMENT dated February 15, 2023 by and among NewGenIvf Limited, a Cayman Islands exempted company (the “Company”), Certain shareholders of the Company (the “Principal Shareholders”), A SPAC I Acquisition Corp., a British Virgin Islands...
Merger Agreement • February 16th, 2023 • ASPAC I Acquisition Corp. • Blank checks • New York

This MERGER AGREEMENT (the “Agreement”), dated as of February 15, 2023 (the “Signing Date”), by and among NewGenIvf Limited, a Cayman Islands exempted company (the “Company”), certain shareholders of the Company as set forth on Exhibit A (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Parent”), A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“Purchaser”), and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Purchaser (the “Merger Sub”).

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AMENDMENT TO PROMISSORY NOTE
Promissory Note • June 13th, 2023 • ASPAC I Acquisition Corp. • Blank checks

This Amendment (this “Amendment”) to that certain Promissory Note, dated as of January 27, 2023 (the “Note”), by and among A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Maker”), and A SPAC (Holdings) Acquisition Corp. or its designated affiliates, registered assigns or successors in interest (the “Payee”), is made and entered into effective as of June 12, 2023 by the Maker and the Payee.

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LOCK-UP AGREEMENT
Lock-Up Agreement • February 16th, 2023 • ASPAC I Acquisition Corp. • Blank checks

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and between the undersigned (the “Holder”) and A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 11th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
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SUBSCRIPTION AGREEMENT
Subscription Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks

The undersigned hereby subscribes for 2,875,000 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 20th, 2021 • ASPAC I Acquisition Corp. • Blank checks

The undersigned hereby subscribes for 2,875,000 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company.

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ACKNOWLEDGEMENT
Registration Rights Agreement • March 6th, 2024 • ASPAC I Acquisition Corp. • Blank checks

This ACKNOWLEDGMENT AGREEMENT (“Acknowledgment”) is made and entered into as of March 1, 2024, by A SPAC I Acquisition Corp. (the “SPAC” or “Company”), NewGenIvf Limited (the “Target”), and Chardan Capital Markets, LLC (“Chardan”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement and Registration Rights Agreement of the SPAC.

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 29th, 2021 • ASPAC I Acquisition Corp. • Blank checks • New York
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SHARE REPURCHASE AND SUBSCRIPTION AGREEMENT
Share Repurchase and Subscription Agreement • September 29th, 2021 • ASPAC I Acquisition Corp. • Blank checks

The undersigned hereby subscribes for 2,300,000 Class A ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay US$25,000.00 to the Company.

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SHARE REPURCHASE AND SUBSCRIPTION AGREEMENT
Share Repurchase and Subscription Agreement • August 20th, 2021 • ASPAC I Acquisition Corp. • Blank checks

The undersigned hereby subscribes for 2,300,000 Class A ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay US$25,000.00 to the Company.

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FIRST AMENDMENT TO MERGER AGREEMENT
Merger Agreement • June 13th, 2023 • ASPAC I Acquisition Corp. • Blank checks

This FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of June 12, 2023, is entered into by and among (i) NewGenIvf Limited, a Cayman Islands exempted company (the “Company”), (ii) certain shareholders of the Company (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), (iii) A SPAC I Acquisition Corp., a British Virgin Islands business company (“Parent”), (iv) A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“Purchaser”) and (v) A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Parent (the “Merger Sub”).

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CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • September 29th, 2021 • ASPAC I Acquisition Corp. • Blank checks • New York

This Confidentiality Agreement (“Agreement”) is entered into on , 2021 by and between A SPAC I Acquisition Corp (the “SPAC”) and __Jin Ming_________ (“Recipient”).

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A SPAC I ACQUISITION CORP. Level 39, Marina Bay Financial Centre Tower 2
ASPAC I Acquisition Corp. • February 8th, 2022 • Blank checks • New York

This letter agreement by and between A SPAC I Acquisition Company (the “Company”) and A SPAC (Holdings) Acquisition Corp. (“A SPAC I”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333- 258184) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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A SPAC I ACQUISITION CORP. Cheung Kong Center 58th Floor, Unit 5801 2 Queens Road Central Central, Hong Kong
ASPAC I Acquisition Corp. • August 20th, 2021 • Blank checks • New York

This letter agreement by and between A SPAC I Acquisition Company (the “Company”) and A SPAC (Holdings) Acquisition Corp. (“A SPAC (Holdings)”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-258184) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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THIRD AMENDMENT TO MERGER AGREEMENT
Merger Agreement • March 6th, 2024 • ASPAC I Acquisition Corp. • Blank checks

This THIRD AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of March __1___, 2024, is entered into by and among (i) NewGenIvf Limited, a Cayman Islands exempted company (the “Company”), (ii) certain shareholders of the Company (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), (iii) A SPAC I Acquisition Corp., a British Virgin Islands business company (“Parent”), (iv) A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“Purchaser”) and (v) A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Purchaser (the “Merger Sub”).

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SECOND AMENDMENT TO MERGER AGREEMENT
Merger Agreement • December 6th, 2023 • ASPAC I Acquisition Corp. • Blank checks

This SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of December 6, 2023, is entered into by and among (i) NewGenIvf Limited, a Cayman Islands exempted company (the “Company”), (ii) certain shareholders of the Company (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), (iii) A SPAC I Acquisition Corp., a British Virgin Islands business company (“Parent”), (iv) A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (“Purchaser”) and (v) A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Purchaser (the “Merger Sub”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • February 16th, 2023 • ASPAC I Acquisition Corp. • Blank checks

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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SHARE REPURCHASE AND SUBSCRIPTION AGREEMENT
Share Repurchase and Subscription Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks

The undersigned hereby subscribes for 2,300,000 Class A ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay US$25,000.00 to the Company.

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of [ ], 2022 (“Agreement”), by and among A SPAC I Acquisition Corp., a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 29th, 2021 • ASPAC I Acquisition Corp. • Blank checks

The undersigned hereby subscribes for 2,875,000 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company.

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