AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 26, 2022 by and among (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) MLAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Earnout Participants (as defined below) and their respective successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Indiev, Inc, a California corporation (together with its successors, including after the Conversion (as defined below), the “Company”),
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2022, by and among (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of September 26, 2022 by and among (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Indiev, Inc, a California corporation (together with its successors, including after the Conversion (as defined below), the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENT September [ ], 2022Subscription Agreement • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Malacca Straits Acquisition Company Limited, a Cayman Islands exempt company (together with its successors, including after the Domestication (as defined below), the “Company”), and Indiev, Inc., a California corporation (together with its successors, “Target”), in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, the “Merger Agreement”), by and among, the Company, Target, MLAC Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s Class A common stock (after giving effect to the Domestication, the “Common Shares”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). Pursuant to the Merger Agreement, a
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 26, 2022, by Mr. Hai Shi (the “Subject Party”) in favor of and for the benefit of Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, the “Purchaser”), Indiev, Inc., a California corporation (together with its successors, including after the Conversion (as defined in the Merger Agreement), the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Party” or Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
BTIG, LLC 65 E 55th Street New York, New York, 10022 September 26, 2022Merger Agreement • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks
Reference is hereby made to that certain Underwriting Agreement, dated as of July 14, 2020 (the “Underwriting Agreement”), by and between Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, a representative of the several underwriters thereunder (the “Representative”). Capitalized terms used but not defined in this letter agreement (this “Letter”) shall have the meanings given to such terms in the Underwriting Agreement.
Exhibit B FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], by and between (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, including after giving effect to the Domestication (as defined below)), the “Purchaser”) and (ii) the undersigned, Holder of Company Stock (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
Malacca Straits Acquisition Company Limited Unit 601-2 St. George’s BuildingMerger Agreement • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks • New York
