UNDERWRITING AGREEMENT between STONEBRIDGE ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: July 15, 2021 STONEBRIDGE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York
The undersigned, StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 15, 2021, by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021, is by and between StoneBridge Acquisition Corporation, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2021, by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 23rd, 2021 • StoneBridge Acquisition Corp. • 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 _______, 2021 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:
StoneBridge Acquisition Corporation One World Trade Center Suite 8500 New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 20th, 2021 • StoneBridge 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 StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable 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 purs
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
StoneBridge Acquisition Corporation c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104StoneBridge Acquisition Corp. • February 26th, 2021 • New York
This agreement (the “Agreement”) is entered into on February 5, 2021 by and between StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares (the “Shares”) of Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 20th, 2023 • StoneBridge Acquisition Corp. • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2023, by and between DigiAsia Corp., a Cayman Islands exempted company (the “Company”), and (the “Indemnitee”), [a director/an executive officer] of the Company.
DIGIASIA CORP. Form of Class B Convertible Promissory NoteDigiasia Corp. • November 4th, 2024 • Services-prepackaged software • Delaware
FOR VALUE RECEIVED, DIGIASIA CORP., an exempted company incorporated under the laws of the Cayman Islands (hereinafter called the “Maker” or the “Company”), hereby promises to pay to the order of Scieniti LLC, or registered assigns (the “Holder”) the principal sum of Five Hundred Thousand and Zero/100 United States Dollars ($500,000) (the “Principal Amount”) pursuant to the terms of this Class B Convertible Promissory Note (this “Note”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (the “Purchasers”).
DIGIASIA CORP. [Form of] Class B Convertible Promissory NoteDigiasia Corp. • June 26th, 2024 • Services-prepackaged software • Delaware
FOR VALUE RECEIVED, DIGIASIA CORP., an exempted company incorporated under the laws of the Cayman Islands (hereinafter called the “Maker” or the “Company”), hereby promises to pay to the order of [Holder], organized and existing under the laws of [__], or registered assigns (the “Holder”) the principal sum of [Principal Amount] and [Zero]/100 United States Dollars ($[Principal Amount])] (the “Principal Amount”) pursuant to the terms of this Class B Convertible Promissory Note (this “Note”). The consideration to the Maker for this Note is $[Purchase Price] and [Zero]/100 United States Dollars ($[Purchase Price])] (the “Consideration”) in United States currency, due to the prorated original issuance discount of 15% (the “OID”) equaling $[OID] and [Zero]/100 United States Dollars ($[OID])].
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
EXHIBIT E FORM OF EARNOUT ESCROW AGREEMENTEarnout Escrow Agreement • October 20th, 2023 • StoneBridge Acquisition Corp. • Services-prepackaged software • New York
This EARNOUT ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2023, by and among Stonebridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), Prashant Gorkarn, in his capacity as the Management Representative (as defined in the BCA (as defined below)), StoneBridge Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”, and together with PubCo and the Management Representative, sometimes referred to individually as a “Party” or collectively as the “Parties”), and Continental Stock Transfer & Trust Company (the “Earnout Escrow Agent”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the BCA (as defined herein).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Certain Confidential • September 28th, 2023 • StoneBridge Acquisition Corp. • Services-prepackaged software
This Technology Cooperation Agreement (“Agreement”) is made on this 2 June 2020 2020 by and between: Perjanjian Kerja Sama Teknologi (“ Perjanjian ”) ini dibuat pada 2 Juni 2020 ini oleh dan antara:
CONVERSION LOCK-UP AGREEMENTLock-Up Agreement • June 26th, 2024 • Digiasia Corp. • Services-prepackaged software
The undersigned is a holder of a Class B convertible promissory note (each, a “Class B Note”) of DigiAsia Corp., an exempted company incorporated under the laws of Cayman Islands (the “Company”) issued pursuant to the terms of that certain Securities Purchase Agreement, dated June __, 2024, by and among the Company, the undersigned, and certain others (the “Purchase Agreement”), and understands that certain Class A convertible promissory notes (each, a “Class A Note”) were issued pursuant to the terms of the Purchase Agreement to one or more other holders (each, a “Class A Note Holder”) in addition to the Class B Notes. Capitalized terms used herein but not otherwise defined, shall have the meanings ascribed to them in the Purchase Agreement, the Class A Note, or the Class B Note, as applicable.
THIRD Amendment AND WAIVER to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 8th, 2024 • Digiasia Corp. • Services-prepackaged software
This Third Amendment and Waiver to Business Combination Agreement (this “Amendment”), dated as of April 2, 2024, 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.
SECOND Amendment to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 2nd, 2024 • StoneBridge Acquisition Corp. • Services-prepackaged software
This Second Amendment to Business Combination Agreement (this “Amendment”), dated as of December 28, 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.
ORDINARY SHARE PURCHASE WARRANT DIGIASIA CORP.Digiasia Corp. • June 26th, 2024 • Services-prepackaged software
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ENTITY NAME], a [JURISDICTION] [TYPE OF ENTITY], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on [ ]3 (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from DigiAsia Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to [INSERT WARRANT SHARES]4 (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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.
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.
STONEBRIDGE ACQUISITION CORPORATION One World Trade Center, Suite 8500 New York, NY 10007StoneBridge Acquisition Corp. • March 23rd, 2021 • Blank checks • New York
BUSINESS COMBINATION AGREEMENT dated as of January 5, 2023 by and among STONEBRIDGE Acquisition CorpORATION, STONEBRIDGE ACQUISITION PTE. LTD., and DIGIASIA BIOS PTE. LTD. and Prashant Gokarn, solely in his capacity as the Management RepresentativeBusiness Combination Agreement • January 12th, 2023 • StoneBridge Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”), dated as of January 5, 2023, is entered into by and among StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), 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. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2024 • Digiasia Corp. • Services-prepackaged software
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2024, is by and among DigiAsia Corp., a an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each of the investors listed on the Schedule of Investors attached to the Securities Purchase Agreement (as defined below) (collectively, the “Investors” and, together with the Company, the “Parties” and each, a “Party”). Certain capitalized terms used herein are defined in Section 1. Except as otherwise defined herein, capitalized terms have the meanings given to them in the Securities Purchase Agreement.
Novation Agreement Perjanjian NovasiNovation Agreement Perjanjian Novasi • September 28th, 2023 • StoneBridge Acquisition Corp. • Services-prepackaged software
This Novation Agreement (“Agreement”’) is made on 1 January 2022, by and between: Perjanjian Novasi ini ("Perjanjian") dibuat di 1 Januari 2022, oleh dan antara:
STONEBRIDGE ACQUISITION CORPORATION One World Trade Center, Suite 8500 New York, NY 10007StoneBridge Acquisition Corp. • July 20th, 2021 • Blank checks • New York
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • January 12th, 2023 • StoneBridge Acquisition Corp. • Blank checks • New York
This Company Shareholder Support Agreement (this “Agreement”), dated as of January 5, 2023, is entered into by and among StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (prior to the Effective Time, “Acquiror”, and, at and after the Effective Time, “PubCo”), 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”), and the shareholders of the Company (as defined below) set forth on the signature page hereto (the “Shareholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the BCA (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 12th, 2023 • StoneBridge Acquisition Corp. • Blank checks • New York
This Sponsor Support Agreement (this “Agreement”), dated as of January 5, 2023, is entered into by and among StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and DigiAsia Bios Pte. Ltd., a Singapore private company limited by shares, with company registration number 201730295C (the “Company”).
FORBEARANCE AGREEMENTForbearance Agreement • November 4th, 2024 • Digiasia Corp. • Services-prepackaged software • Delaware
THIS FORBEARANCE AGREEMENT (this “Agreement”), dated and effective as of October 28, 2024, is entered into by and between DigiAsia Corp., an exempted company organized under the laws of the Cayman Islands (the “Company”), Helena Special Opportunities LLC (“Helena” and a “Holder”), and Scieniti LLC (“Scieniti”, a “Holder”, and together with Helena, the “Holders”). The Company and the Holders are together referred to herein as the “Parties,” or each of them individually as a “Party”. Capitalized terms in this Agreement shall have the meanings given to them in the Purchase Agreement (as defined below), unless otherwise defined herein.
NOTE AMENDMENT AGREEMENTNote Amendment Agreement • August 9th, 2024 • Digiasia Corp. • Services-prepackaged software
This Note Amendment Agreement (this “Agreement”), dated as of August 7, 2024 (the “Effective Date”), is made by and among each of DigiAsia Corp., a Cayman Islands exempted company limited by shares (“Digi Pubco” or a “Maker”) and DigiAsia Inc., a Delaware corporation (“Digi Del” or a “Maker”), each as a Maker under the Note (as defined below), and Greenhaven Road Capital Fund 1, LP a Delaware limited partnership (“Greenhaven Fund 1” or a “Lender”), and Greenhaven Road Capital Fund 2, LP a Delaware limited partnership (“Greenhaven Fund 2” or a “Lender”), each as a “Lender” under the Note.
