CONVERTIBLE LOAN AGREEMENT BETWEEN DIGIASIA BIOS PTE. LTD. (as “Lender”) AND PT DIGI ASIA BIOS (as “Borrower”) DATED THE ___ DAY OF _______________ 2020Convertible Loan Agreement • June 26th, 2023 • StoneBridge Acquisition Corp. • Blank checks
CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 1 2. THE LOAN FACILITY 8 3. APPOINTMENT OF LENDER APPOINTEES 9 4. PURPOSE AND APPLICATION 9 5. DRAWDOWN 9 6. REPAYMENT AND PREPAYMENT 10 7. CONVERSION 10 8. INTEREST 12 9. REPRESENTATIONS AND WARRANTIES 12 10. UNDERTAKINGS BY THE BORROWER 14 11. EVENTS OF DEFAULT 17 12. INDEMNITY 18 13. NOTICES 19 14. ENTIRE AGREEMENT 20 15. CONFIDENTIALITY 20 16. INDULGENCE AND WAIVER 20 17. ASSIGNMENT 20 18. SEVERABILITY 21 19. VARIATION 21 20. TAXES 21 21. COSTS 21 22. SET-OFF 21 23. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 21 24. COUNTERPARTS 22 25. GOVERNING LAW AND JURISDICTION 22 26. GOVERNING LANGUAGE 22 SCHEDULE 1 PARTICULARS OF THE BORROWER AND THE EXISTING ENTITIES AS AT THE DATE OF THIS AGREEMENT 24 SCHEDULE 2 GROUP STRUCTURE AS AT THE DATE OF THIS AGREEMENT 26 SCHEDULE 3 RESERVED MATTERS 27 SCHEDULE 4 WARRANTIES 30 SCHEDULE 5 FORM OF CONVERSION NOTICE 34 SCHEDULE 6 FORM OF DRAWDOWN NOTICE 35 SCHEDULE 7 BUDGET 36 SCHEDULE 8 MASTERCARD COM
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 26th, 2023 • StoneBridge Acquisition Corp. • Blank checks
This First Amendment to Business Combination Agreement (this “Amendment”), dated as of June 22, 2023, is entered into by and among StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (“Acquiror”), StoneBridge Acquisition Pte. Ltd., a Singapore private company limited by shares, with company registration number 202239721R and a direct wholly owned subsidiary of Acquiror (“Amalgamation Sub”), DigiAsia Bios Pte. Ltd., a Singapore private company limited by shares, with company registration number 201730295C (the “Company”), and Prashant Gokarn (the “Management Representative”), solely in his capacity as the Management Representative pursuant to the designation in Section 11.16 of the Business Combination Agreement (as defined below). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Business Combination Agreement.
