6,000,000 Units Arisz Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2021 • Arisz Acquisition Corp. • Blank checks • New York
The undersigned, Arisz Acquisition Corp., a Delaware corporation (“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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2021 • Arisz Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 17, 2021, by and among Arisz Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 12th, 2021 • Arisz Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____________], 2021, by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and each of the undersigned (each, an “Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • November 12th, 2021 • Arisz Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [________] [__], 2021, by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • November 23rd, 2021 • Arisz Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 17, 2021, by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • November 23rd, 2021 • Arisz Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 17, 2021, by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and each of the undersigned (each, an “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2021 • Arisz Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of November 17, 2021 by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 23rd, 2021 • Arisz Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of November 17, 2021, by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
November 17, 2021Letter Agreement • November 23rd, 2021 • Arisz Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, one right to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”) and one warrant, with each Warrant entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 23rd, 2021 • Arisz Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of November 17, 2021 (this “Agreement”), by and among ARISZ ACQUISITION CORP., a Delaware corporation (“Company”), and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AGREEMENT AND PLAN OF MERGER dated January 21, 2022 by and among Arisz Acquisition Corp., a Delaware corporation, as Parent, and Finfront Holding Company, a Cayman Islands exempted company, as the CompanyAgreement and Plan of Merger • January 26th, 2022 • Arisz Acquisition Corp. • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of January 21, 2022 (the “Signing Date”), by and among Arisz Acquisition Corp., a Delaware corporation (“Parent”), and Finfront Holding Company, a Cayman Islands exempted company (the “Company”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • January 12th, 2024 • Arisz Acquisition Corp. • Blank checks
This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January __, 2024, by and between Arisz Acquisition Corp., a Delaware corporation (“Issuer”), Finfront Holding Company, a Cayman Islands exempted company (the “Company”), BitFuFu Inc., a Cayman Islands exempted and wholly owned subsidiary of Issuer (“Purchaser”), Boundary Holding Company, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”) and the undersigned subscriber (the “Investor”).
Form of AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2022 • Arisz Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of [●] day of [●] 2022, is made and entered into by and among the Purchaser (as defined below) and each of the undersigned parties that are Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (together with the Pre-IPO Investors, the “Investors”).
AGREEMENTAgreement • October 14th, 2022 • Arisz Acquisition Corp. • Blank checks • New York
This AGREEMENT (this “Agreement”) is made as of this 13th day of October, 2022 by and among Arisz Acquisition Corp. (“Arisz”), Finfront Holding Company, a Cayman Islands exempted company (the “Company”), Bitfufu Inc., a Cayman Islands exempted company (“Purchaser”) and Arisz Investment LLC, a Delaware limited liability company (the "Sponsor" and, along with any assignee of the Sponsor, the “Buyer”).
AMENDMENT No. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 5th, 2023 • Arisz Acquisition Corp. • Blank checks
This Amendment dated as of April 24, 2023 (this “Amendment”) to the Agreement and Plan of Merger (as amended from time to time, the “Agreement”) which was made and entered into as of January 21, 2022, by and between Arisz Acquisition Corp., a Delaware corporation (“Parent”), and Finfront Holding Company, a Cayman Islands exempted company (the “Company”), and amended on April 4, 2022 and October 10, 2022. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT No. 4 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 3rd, 2023 • Arisz Acquisition Corp. • Blank checks
This Amendment dated as of July 28, 2023 (the “Amendment”) to the Agreement and Plan of Merger (the “Agreement”) which was made and entered into as of January 21, 2022, by and between Arisz Acquisition Corp., a Delaware corporation (“Parent”), and Finfront Holding Company, a Cayman Islands exempted company (the “Company”), as amended by Amendments to Agreement and Plan of Merger dated April 4, 2022, October 10, 2022 and April 24, 2023. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
January 21, 2022 Arisz Acquisition Corp.Letter Agreement • January 26th, 2022 • Arisz Acquisition Corp. • Blank checks
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 26th, 2022 • Arisz Acquisition Corp. • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT, dated as of January 21, 2022 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Stockholder”), Finfront Holding Company, a Cayman Islands exempted company (the “Company”), and Arisz Acquisition Corp, a Delaware corporation (“Buyer”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 21st, 2023 • Arisz Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 15, 2023, by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 5th, 2022 • Arisz Acquisition Corp. • Blank checks
This Amendment dated as of April 4, 2022 (the “Amendment”) to the Agreement and Plan of Merger (the “Agreement”) which was made and entered into as of January 21, 2022, by and between Arisz Acquisition Corp., a Delaware corporation (“Parent”), and Finfront Holding Company, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT No. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 14th, 2022 • Arisz Acquisition Corp. • Blank checks
This Amendment dated as of October 10, 2022 (the “Amendment”) to the Agreement and Plan of Merger (the “Agreement”) which was made and entered into as of January 21, 2022, by and between Arisz Acquisition Corp., a Delaware corporation (“Parent”), and Finfront Holding Company, a Cayman Islands exempted company (the “Company”), as amended by Amendment to Agreement and Plan of Merger dated April 4, 2022. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
ARISZ ACQUISITION CORP.Arisz Acquisition Corp. • November 23rd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Arisz Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Arisz Investment LLC (“Sponsor”) shall make available to the Company certain office space, utilities, and secretarial, administrative and consulting services as may be required by the Company from time to time, situated at 199 Water St, 31st Floor, New York, NY 10038 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum equal to $10,000 per month, commencing on the Effective Date and con
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • January 26th, 2022 • Arisz Acquisition Corp. • Blank checks
This COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of January 21, 2022 (this “Support Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder” and collectively, the “Shareholders”), Finfront Holding Company, a Cayman Islands exempted company (the “Company”) and Arisz Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ARISZ ACQUISITION CORP.Arisz Acquisition Corp. • November 12th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Arisz Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Arisz Investment LLC (“Sponsor”) shall make available to the Company certain office space, utilities, and secretarial, administrative and consulting services as may be required by the Company from time to time, situated at 199 Water St, 31st Floor, New York, NY 10038 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum equal to $10,000 per month, commencing on the Effective Date and con
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 6th, 2024 • Arisz Acquisition Corp. • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of February 5, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Arisz Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2023 • Arisz Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of May 12, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Arisz Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SUPPLEMENTAL JOINDER AGREEMENTAgreement and Plan of Merger • February 14th, 2024 • Arisz Acquisition Corp. • Blank checks • New York
This SUPPLEMENTAL JOINDER AGREEMENT, dated as of December 20, 2023 (“Supplemental Agreement”) is entered into by and among Arisz Acquisition Corp., a Delaware corporation (“Parent”), Finfront Holding Company, a Cayman Islands exempted company (the “Company”), BitFuFu Inc., a Cayman Islands exempted and wholly owned subsidiary of the Parent (“Purchaser”) and Boundary Holding Company, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”).
LOCK-UP AGREEMENTLock-Up Agreement • January 26th, 2022 • Arisz Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2022, by and between the undersigned (the “Holder”) Arisz Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
JOINDER AGREEMENTJoinder Agreement • April 5th, 2022 • Arisz Acquisition Corp. • Blank checks • New York
This JOINDER AGREEMENT, dated as of April 4, 2022 (this “Joinder Agreement”), to the Agreement and Plan of Merger, made and entered into as of January 21, 2022 (“Merger Agreement Effective Date”), by and between Arisz Acquisition Corp., a Delaware corporation (“Parent”), and Finfront Holding Company, a Cayman Islands exempted company (the “Company”), as amended by the Amendment to Agreement and Plan of Merger made and entered into as of April 4, 2022 by and between Parent and the Company (collectively, the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
