WARRANT AGREEMENT between DUET ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 24th, 2022 • DUET Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of January 19, 2022, between DUET Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
DUET Acquisition Corp.DUET Acquisition Corp. • December 3rd, 2021 • Delaware
This agreement (the “Agreement”) is entered into on October 18, 2021 by and between DUET Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and DUET Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,156,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 281,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2021 • DUET Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2021, between DUET Acquisition Corp., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
DUET Acquisition Corp. V03-11-02, Designer Office. V03, Lingkaran SV, Sunway Velocity, Kuala Lumpur, Malaysia 55100 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 12th, 2022 • DUET Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between DUET Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2022 • DUET Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2022 by and between DUET Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
DUET Acquisition Corporation 7,500,000 Units Underwriting AgreementUnderwriting Agreement • January 24th, 2022 • DUET Acquisition Corp. • Blank checks • New York
DUET Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,125,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2022 • DUET Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2022, is made and entered into by and among DUET Acquisition Corp., a Delaware corporation (the “Company”), DUET Partners LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (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”).
DUET Acquisition Corp. V03-11-02, Designer Office. V03, Lingkaran SV, Sunway Velocity, Kuala Lumpur, Malaysia 55100 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 24th, 2022 • DUET Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between DUET Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration
DUET Acquisition Corporation 7,500,000 Units Underwriting AgreementUnderwriting Agreement • December 22nd, 2021 • DUET Acquisition Corp. • Blank checks • New York
DUET Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,125,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
JOINDER AGREEMENT TO BUSINESS COMBINATION AGREEMENTJoinder Agreement • November 30th, 2023 • DUET Acquisition Corp. • Blank checks
This JOINDER AGREEMENT (the “Joinder Agreement”) between the undersigned (the “Joining Party”) and DUET Acquisition Corp., a Delaware corporation (“Acquiror”), Allan Klepfisz, solely in his capacity as shareholder’s representative of the Legacy Shareholders (the “Legacy Shareholder Representative”), and Fenix 360 Pte. Ltd., a Singapore private company limited by shares, with company registration number S9843901C (the “Company”) is dated November 28, 2023 (the “Effective Date”). Each of the Joining Party, Acquiror, the Company, and the Legacy Shareholder Representative may be referred to as a “Party” or collectively, the “Parties”. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed to such terms in the Business Combination Agreement, a copy of which has been made available to the undersigned.
EXHIBIT A Company Holders Support AGREEMENTAgreement • November 30th, 2023 • DUET Acquisition Corp. • Blank checks
This COMPANY HOLDERS SUPPORT AGREEMENT, dated as of November 28, 2023 (this “Agreement”), is made and entered into by and among Fenix360 Pte. Ltd., a Singapore private company limited by shares with company registration number: S9843901C (the “Company”), DUET Acquisition Corp., aa Delaware corporation (“Acquiror”), and the Person listed on Schedule A to this Agreement (a “Shareholder”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGERBusiness Combination Agreement and Plan of Merger • July 29th, 2022 • DUET Acquisition Corp. • Blank checks • New York
Holdco, J. Streicher, Purchaser, Duet Merger Sub, the Target Companies and the Sellers’ Representatives are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”). Capitalized terms used and not otherwise defined herein have the meaning set forth in Article XV.
DUET Acquisition Corp.DUET Acquisition Corp. • January 24th, 2022 • Blank checks • New York
This letter agreement by and between DUET Acquisition Corp. (the “Company”) and DUET Partners LLC (“DUET Partners”), dated as of the date hereof, 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 and 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 24th, 2023 • DUET Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of April 20, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between DUET 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 Investment Management Trust Agreement.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • July 6th, 2023 • DUET Acquisition Corp. • Blank checks • Delaware
This Convertible Note Purchase Agreement (this “Agreement”), dated as of July 6, 2023, is entered into among DUET Partners, LLC, a Delaware limited liability company (the “Company”), and Fenix 360 Pte. Ltd., a Singapore private company limited by shares (the “Purchaser”) (each a “Party” and collectively the “Parties”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2023 • DUET Acquisition Corp. • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of December 18, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between DUET 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.
BUSINESS COMBINATION AGREEMENT by and among DUET Acquisition Corp., FENIX 360 PTE. LTD., and the other parties hereto dated as of November 28, 2023Business Combination Agreement • November 30th, 2023 • DUET Acquisition Corp. • Blank checks • New York
This Business Combination Agreement, dated as of November 28, 2023 (this “Agreement”), is made and entered into by and among (i) Acquiror, (ii) Fenix 360 Pte. Ltd., a Singapore private company limited by shares, with company registration number S9843901C (the “Company”), (iii) Allan Klepfisz, solely in his capacity as shareholder’s representative of the Legacy Shareholders (the “Shareholder Representative”), and (iv) each Legacy Shareholder who becomes a party to this Agreement subsequent to the date hereof pursuant to a Joinder Agreement ((i)-(iv), collectively, the “Parties” and, each, a “Party”).
EXHIBIT B FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 30th, 2023 • DUET Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of November 28, 2023, (this “Agreement”), is made and entered into by and among FENIX360 Pte. Ltd., a Singapore private company limited by shares, with company registration number S9843901C (the “Company”), DUET Acquisition Corp., a Delaware corporation (“Acquiror”), and DUET Partners LLC, a Delaware limited liability company (“Sponsor”).
