EUDA Health Holdings LTD Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • May 26th, 2023 • EUDA Health Holdings LTD • Services-health services

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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7,500,000 UNITS 8i ACQUISITION 2 CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • November 24th, 2021 • 8i Acquisition 2 Corp. • Blank checks • New York

The undersigned, 8i Acquisition 2 Corp, a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, 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:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 24th, 2021 • 8i Acquisition 2 Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the November 22, 2021, by and among 8i Acquisition 2 Corp., a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • Delaware

This Indemnification Agreement (“Agreement”) is made as of November 17, 2022, by and between EUDA Health Holdings Limited, a British Virgin Islands business company (the “Company”), and a member of the board of directors and/or officer of the Company, as applicable (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

RIGHTS AGREEMENT
Rights Agreement • November 24th, 2021 • 8i Acquisition 2 Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of November 22, 2021 between 8i Acquisition 2 Corp., a British Virgin Islands company, with offices located at c/o 6 Eu Tong Sen Street, #08-13 Singapore 059817 (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 24th, 2021 • 8i Acquisition 2 Corp. • Blank checks

This Agreement is made as of November 22, 2021 by and between 8i Acquisition 2 Corp.(the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).

WARRANT AGREEMENT
Warrant Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • New York

This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2021, by and between 8i Acquisition 2 Corp., a British Virgin Islands company (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).

AMENDMENT NO. 2 TO THE SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • New York

This Amendment No. 2 to the Share Purchase Agreement (this “Amendment”) is made as of June 10, 2022, by and among Euda Health Limited, a British Virgin Islands business company (the “Company”), Watermark Developments Limited, a British Virgin Islands business company (“Seller”), and 8i Acquisition 2 Corp., a British Virgin Islands business company (“Purchaser”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”) and amends that certain Share Purchase Agreement dated April 11, 2022, by and among the Company, Seller, Purchaser, and the Indemnified Party Representative (the “Share Purchase Agreement”). The Company, Seller, Purchaser, and the Indemnified Party Representative are sometimes referred to separately in this Amendment as a “Party” and collectively as the “Parties.” Any capitalized term used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such term in the Share Purchase Agreement.

AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • New York

This Amendment No. 1 to the Share Purchase Agreement (this “Amendment”) is made as of May 30, 2022, by and among Euda Health Limited, a British Virgin Islands business company (the “Company”), Watermark Developments Limited, a British Virgin Islands business company (“Seller”), and 8i Acquisition 2 Corp., a British Virgin Islands business company (“Purchaser”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”) and amends that certain Share Purchase Agreement dated April 11, 2022, by and among the Company, Seller, Purchaser, and the Indemnified Party Representative (the “Share Purchase Agreement”). The Company, Seller, Purchaser, and the Indemnified Party Representative are sometimes referred to separately in this Amendment as a “Party” and collectively as the “Parties.” Any capitalized term used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such term in the Share Purchase Agreement.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of the [●] day of [●], 2022 (the “Effective Date”), is made and entered into by and among (i) 8i Acquisition 2 Corp., a British Virgin Islands company (the “Company”), (ii) each of the undersigned parties that are Pre-BC Investors (as defined below), (iii) Watermark Developments Limited, a British Virgin Islands Company (the “Euda Investor”) the sole shareholder of Euda Health Limited (“Euda”), a British Virgin Islands company, and (iv) Menora Capital Pte Ltd. (the “Advisor”)(each of the foregoing parties (other than the Company) and any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”);

STOCK TRANSFER AGREEMENT
Stock Transfer Agreement • November 9th, 2021 • 8i Acquisition 2 Corp. • Blank checks • New York

This Stock Transfer Agreement (this “Agreement”) is entered into as of _______ ___, 2021 by and between 8i Holdings 2 Pte Ltd (the “Transferor”) and _______ (the “Transferee”).

LOCK-UP AGREEMENT
Lock-Up Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • New York

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of _________, 2022 by and between Watermark Developments Limited, a British Virgin Islands Company (the “Holder”) and 8i Acquisition 2 Corp., a British Virgin Islands company (the “Parent”).

SELLER RELEASE
Seller Release • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services

This Seller Release (this “Release”) is dated as of this ____ day of April, 2022, by and among Watermark Developments Limited, a British Virgin Islands corporation (the “Releasing Party”), in its capacity as the sole stockholder of Euda Health Limited, a British Virgin Islands corporation (the “Company”), the Company, and 8i Acquisition 2 Corp., a British Virgin Islands corporation (“Purchaser”). Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Purchase Agreement (as defined below).

8i Acquisition 2 Corp. c/o 6 Eu Tong Sen Street #08-13 Singapore 059817 Maxim Group LLC
8i Acquisition 2 Corp. • November 24th, 2021 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 8i Acquisition 2 Corp. , a British Virgin Islands company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (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 14 hereof.

FORM OF ESCROW AGREEMENT BETWEEN THE REGISTRANT, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND SHAREHOLDERS
Stock Escrow Agreement • November 9th, 2021 • 8i Acquisition 2 Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among 8i ACQUISITION 2 CORP., a British Virgin Islands Company (the “Company”), the shareholders listed on Exhibit A attached hereto (each, an “Shareholder” and collectively the “Shareholders”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Escrow Agent”).

FORWARD SHARE PURCHASE AGREEMENT
Forward Share Purchase Agreement • November 7th, 2022 • 8i Acquisition 2 Corp. • Services-health services • Delaware

This Forward Share Purchase Agreement (this “Agreement”) is entered into as of November 1, 2022 by and among (i) 8i Acquisition 2 Corp., a British Virgin Islands business company (the “Company”) and (ii) Greentree Financial Group, Inc., a Florida corporation (“Investor”). Each of the Company and Investor is individually referred to herein as a “Party” and collectively as the “Parties”.

8i ACQUISITION 2 CORP. c/o 6 Eu Tong Sen Street #08-13 Singapore 059817 Tel: +65-6788 0388
8i Acquisition 2 Corp. • November 24th, 2021 • Blank checks

This letter agreement by and between 8i Acquisition 2 Corp. is a British Virgin Islands business company (the “Company”) and 8i Holdings 2 Pte Ltd, a Singapore limited liability company (“Sponsor”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-256455) 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”):

THIS CONVERTIBLE LOAN AGREEMENT is made the 16th day of January 2024. Between:- WHEREAS:- NOW IT IS HEREBY AGREED as follows:-
Convertible Loan Agreement • January 23rd, 2024 • EUDA Health Holdings LTD • Services-health services
First Amendment to Amended and Restated Registration Rights Agreement
Registration Rights Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • New York

This First Amendment to the Amended and Restated Registration Rights Agreement (this “Amendment”), dated as of November 30, 2022, is made and entered into by and among EUDA Health Holdings Limited (formerly known as 8i Acquisition 2 Corp.), a British Virgin Islands business company (the “Company”), and each of the undersigned Investors and Noteholders (as such terms are defined below).

Waiver
Certain Share Purchase Agreement • November 7th, 2022 • 8i Acquisition 2 Corp. • Services-health services • New York

Reference is made to that certain Share Purchase Agreement dated as of April 11, 2022, and amended as of May 30, 2022, June 10, 2022, and September 7, 2022, by and among Euda Health Limited, a British Virgin Islands business company (the “Company”), Watermark Developments Limited, a British Virgin Islands business company (“Seller”), 8i Acquisition 2 Corp., a British Virgin Islands business company (“Purchaser”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Agreement”). Capitalized terms used in this Waiver but not defined shall have the meanings ascribed to them in the Agreement.

SHARE PURCHASE AGREEMENT by and among EUDA HEALTH LIMITED, WATERMARK DEVELOPMENTS LIMITED, 8I ACQUISITION 2 CORP., and Kwong Yeow Liew Dated as of April 11, 2022
Share Purchase Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • New York
STOCK ESCROW AGREEMENT
Stock Escrow Agreement • November 24th, 2021 • 8i Acquisition 2 Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of November 22, 2021 (“Agreement”), by and among 8i ACQUISITION 2 CORP., a British Virgin Islands Company (the “Company”), the shareholders listed on Exhibit A attached hereto (each, an “Shareholder” and collectively the “Shareholders”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Escrow Agent”).

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AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE
EUDA Health Holdings LTD • March 5th, 2024 • Services-health services • New York

This First Amendment (the “Amendment”) to the convertible promissory note of EUDA Health Holdings Limited, Inc. (the “Company”), dated November 17, 2022 (the “Note”) is made and entered into as of February 29, 2024 by and between the Company and the Holder, Maxim Group LLC (“Maxim”). The Company and Maxim are herein collectively referred to as the “Parties” with each individually being a “Party.”

AGREEMENT
Agreement • September 17th, 2021 • 8i Acquisition 2 Corp. • Blank checks • New York

This Agreement (this “Agreement”) is entered into as of September 17, 2021 between 8i Acquisition 2 Corp., a company incorporated in the British Virgin Islands (the “Company”), 8i Holdings 2 Pte Ltd (the “Sponsor”) and American Opportunities Growth Fund (Sub-Fund number T20VC0063L-SF001), a registered sub-fund of Azure Prime Fund VCC (UEN No. T20VC0063L) whose registered address is at 230 Orchard Road, #07-236 Faber House, Singapore 238854 (“Purchaser”).

AMENDMENT NO. 3 TO THE SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 23rd, 2022 • EUDA Health Holdings LTD • Services-health services • New York

This Amendment No. 3 to the Share Purchase Agreement (this “Amendment”) is made as of September 7, 2022, by and among Euda Health Limited, a British Virgin Islands business company (the “Company”), Watermark Developments Limited, a British Virgin Islands business company (“Seller”), and 8i Acquisition 2 Corp., a British Virgin Islands business company (“Purchaser”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”) and further amends that certain Share Purchase Agreement dated April 11, 2022, by and among the Company, Seller, Purchaser, and the Indemnified Party Representative (the “Share Purchase Agreement”). The Company, Seller, Purchaser, and the Indemnified Party Representative are sometimes referred to separately in this Amendment as a “Party” and collectively as the “Parties.” Any capitalized term used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such term in the Share Purchas

AGREEMENT
Agreement • April 4th, 2024 • EUDA Health Holdings LTD • Services-health services

This Agreement (this “Agreement”), is made and entered into as of March 15 , 2024, by and between EUDA Health Holdings Limited, a British Virgin Islands company (the “Company”), and Meng Dong (James) Tan (“Mr. Tan”).

AGREEMENT
Agreement • April 4th, 2024 • EUDA Health Holdings LTD • Services-health services

This Agreement (this “Agreement”), is made and entered into as of March 1 5, 2024, by and between EUDA Health Holdings Limited, a British Virgin Islands company (the “Company”), and 8i Enterprises Pte Ltd (“8iEPL”).

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