REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2020, is made and entered into by and among Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), Malacca Straits Management Company Limited, a British Virgin Islands business 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”).
MALACCA STRAITS ACQUISITION COMPANY LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
The undersigned, Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Malacca Straits Acquisition Company Limited Wickhams Cay II, Road TownSecurities Subscription Agreement • April 10th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Malacca Straits Management Company Limited, a BVI business company with limited liability, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares
INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 17th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 14, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and Malacca Straits Management Company Limited, a BVI business company with limited liability (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 17th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
Malacca Straits Acquisition Company Limited Unit 601-2 St. George’s Building Central, Hong Kong Re: Initial Public Offering Gentlemen:Underwriting Agreement • July 17th, 2020 • Malacca Straits Acquisition Co LTD • 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 among Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, of $0.0001 par value per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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”),
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 6th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2020, by and between Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF VOTING AGREEMENTVoting 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).
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”).
WARRANT AGREEMENTWarrant Agreement • July 17th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 14, 2020, is by and between Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
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
WARRANT AGREEMENTWarrant Agreement • July 9th, 2020 • Malacca Straits Acquisition Co LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • Malacca Straits Acquisition Co LTD • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021 by and among (i) PT Asia Vision Network, an Indonesian limited liability company and wholly-owned subsidiary of Parent (the “Company”), (ii) Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability (the “Sponsor’), in the capacity under the Business Combination Agreement (as defined below) as the Malacca Representative (including any successor Malacca Representative appointed in accordance therewith, the “Malacca Representative”), and (iii) PT MNC Vision Networks TBK, an Indonesian public limited liability company (“Parent”).
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, 2022Underwriting 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.
FORM OF FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • Malacca Straits Acquisition Co LTD • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●], 2021, and shall be effective as of the Closing (defined below), by and among (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, “Malacca”), (ii) Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability (the “Sponsor’) and (iii) PT Asia Vision Network, an Indonesian limited liability company and wholly-owned subsidiary of Parent (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then the Business Combination Agreement (as defined below)).
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
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 13th, 2023 • Malacca Straits Acquisition Co LTD • Motor vehicles & passenger car bodies • New York
THIS TERMINATION AND RELEASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is entered into by and among (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, including after the Purchaser Domestication (“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 for the shareholders of the Purchaser (other than the Earnout Participants and their respective successors and assignees) in accordance with the terms and conditions of the Merger Agreement (the “Purchaser Representative”), (iv) Indiev, Inc, a California corporation (together with its successors, including after the Company Domestication (as defined below), the “Company”), and (v) Mr. Hai Shi, in the capacit
BUSINESS COMBINATION AGREEMENT by and among MALACCA STRAITS ACQUISITION COMPANY LIMITED, as Malacca, MALACCA STRAITS MANAGEMENT COMPANY LIMITED in the capacity as the Malacca Representative, PT ASIA VISION NETWORK, as the Company, MNC ENTERTAINMENT...Business Combination Agreement • March 25th, 2021 • Malacca Straits Acquisition Co LTD • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 21, 2021 by and among (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, “Malacca”), (ii) Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability (the “Sponsor’), in the capacity as the representative from and after the Closing (as defined below) for the Malacca Shareholders and the security holders of the Company (as defined below) (other than Parent (as defined below)) in accordance with the terms and conditions of this Agreement (the “Malacca Representative”), (iii) PT Asia Vision Network, an Indonesian limited liability company and an indirect 99.99% owned subsidiary of Parent (the “Company”), (iv) MNC Entertainment Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”), and (v) PT MNC Vision Networks TBK, an Indonesian public limited
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 25th, 2021 • Malacca Straits Acquisition Co LTD • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and among (i) PT Asia Vision Network, an Indonesian limited liability company and 99.99% owned subsidiary of Holder (“Company”), (ii) Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability, in the capacity under the Business Combination Agreement (as defined below) as the representative from and after the Closing for the shareholders of Malacca (as defined below) and the security holders of the Company (other than Holder (as defined below)) (including any successor Malacca Representative appointed in accordance therewith, the “Malacca Representative”), and (iii) PT MNC Vision Networks TBK, an Indonesian public limited liability company (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 25th, 2021 • Malacca Straits Acquisition Co LTD • Blank checks
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2021, by PT MNC Vision Networks TBK, an Indonesian public limited liability company (the “Parent”) in favor of and for the benefit of (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (“Malacca”), (ii) PT Asia Vision Network, an Indonesian limited liability company and subsidiary of Parent (the “Company”), and each of Malacca’s and/or the Company’s present and future successors and direct and indirect Subsidiaries (including the Target Companies) (collectively with Malacca and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
THIS TERMINATION AGREEMENT is made on 3rd day of September 2021 AMONG:Termination Agreement • September 7th, 2021 • Malacca Straits Acquisition Co LTD • Blank checks • New York
Malacca Straits Acquisition Company Limited (“Malacca”) Unit 601-2 St. George’s Building 2 Ice House Street Central, Hong KongBusiness Combination Agreement • May 21st, 2021 • Malacca Straits Acquisition Co LTD • Blank checks
Malacca Straits Management Company Limited (in its capacity under the BCA (as defined below) as the Malacca Representative, “Malacca Representative”) Unit 601-2 St. George’s Building 2 Ice House Street Central, Hong Kong
