INDEMNITY AGREEMENTIndemnification Agreement • July 14th, 2021 • InFinT Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of November 23, 2021 between InFinT Acquisition Corporation, a Cayman Islands exempted company, with offices at 32 Broadway, Suite 401, New York, NY 10004 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2021, is made and entered into by and among InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), InFinT Capital LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2021 • InFinT Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 23, 2021, is entered into by and between InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and InFinT Capital LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 23, 2021 by and between InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
InFinT Acquisition Corporation 17,391,200 Units Underwriting AgreementUnderwriting Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks
InFinT Acquisition Corporation, a Cayman Islands exempted company (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 17,391,200 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,608,680 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”).
InFInT Acquisition Corporation New York, NY 10004Underwriting Agreement • March 23rd, 2022 • InFinT 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”) entered into by and among InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), EF Hutton, division of Benchmark Investments, LLC (previously known as Kingswood Capital Markets, division of Benchmark Investments, LLC) (the “Representative”) of the underwriters including JonesTrading (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 19,999,880 of the Company’s units (including up to 2,608,680 units that may be purchased pursuant to the Underwriters’ option to purchase additional 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, a “Warrant”) (the “Units”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed Pay-Out Support Provider Agreement: TrangloPay-Out Support Provider Agreement • August 11th, 2023 • InFinT Acquisition Corp • Services-business services, nec
This Pay-Out Support Agreement (the “Agreement”) is between Ripple Services, Inc (USA State of Delaware Company Registration No. 5536294). doing business at 315 Montgomery Street, San Francisco, CA 94104 (“Ripple”), and Tranglo Pte Ltd (Singapore Company Registration No: 201618103C) doing business at 3 Temasek Avenue, Centennial Tower, #34-45A, Singapore 039190(“Provider”). Ripple and Provider are hereby each individually referred to as a “Party”, and collectively referred to as the “Parties”.
FOUNDER SHARE SUBSCRIPTION AGREEMENTFounder Share Subscription Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks
This agreement (this “Agreement”) was originally entered into on April 27, 2021 by and between InFinT Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), and InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”). This Agreement is being amended and restated to account for an increase of the number of class B ordinary shares with a par value of US$0.0001 each in the Company (“Ordinary Shares”) which are issuable to Subscriber as a result of the upsizing of the Company’s initial public offering (“IPO”) of units (“Units”) of the Company on November 18, 2021.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosedShareholders’ Agreement • August 11th, 2023 • InFinT Acquisition Corp • Services-business services, nec
THIS DEED OF GUARANTEE is dated 16 September 2022 and made between:Deed of Guarantee • June 9th, 2023 • InFinT Acquisition Corp • Services-business services, nec
November 23, 2021 InFinT Acquisition CorporationAdministrative Support Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks
EF Hutton [ADDRESS]Transfer Agreement • October 20th, 2021 • InFinT Acquisition Corp • Blank checks • New York
This transfer agreement (this “Agreement”) is being delivered to you in accordance with and pursuant to the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), EF Hutton, division of Benchmark Investments, LLC (previously known as Kingswood Capital Markets, division of Benchmark Investments, LLC.) (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 17,250,000 of the Company’s units, including up to 2,250,00 units that may be purchased pursuant to the Underwriters’ option to purchase additional units (the “Over-Allotment Option”), 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, a “Warrant”) (the “Units”). Each Warrant entitles the holder thereof t
AMENDMENT NO. 3 TO MASTER XRP COMMITMENT TO SELL AGREEMENTMaster XRP Commitment to Sell Agreement • December 7th, 2023 • InFinT Acquisition Corp • Services-business services, nec
This Amendment (the “Amendment”) supplements and amends the Master XRP Commitment to Sell Agreement between Ripple Labs Singapore Pte. Ltd. (“Company”), and Tranglo Pte. Ltd. (“Purchaser”) dated 11 March 2022, as amended from time to time (“Agreement”) and takes effect on the date the last party signs (“Effective Date”). Terms not otherwise defined in this Amendment will have the definition set forth in the Agreement.
ContractLoan Agreement • December 1st, 2022 • InFinT Acquisition Corp • Services-business services, nec • Hong Kong
TNG FINTECH GROUP INC., a limited liability company incorporated in the Cayman Islands whose registered office is located at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and its principal office is located at 21/F Olympia Plaza, 255 King’s Road, North Point, Hong Kong (the “Borrower”);
SECOND AMENDMENT AGREEMENT Seamless Group Inc. as Seamless - and - Chelsea Vanguard Fund as InvestorSecond Amendment Agreement • June 9th, 2023 • InFinT Acquisition Corp • Services-business services, nec • Hong Kong
AMENDMENT TO MASTER XRP COMMITMENT TO SELL AGREEMENTMaster XRP Commitment to Sell Agreement • December 7th, 2023 • InFinT Acquisition Corp • Services-business services, nec
This Amendment (the “Amendment”) supplements and amends the Master XRP Commitment to Sell Agreement between Ripple Labs Singapore Pte. Ltd. (“Company”), and Tranglo Pte. Ltd. (“Purchaser”) dated 11 March 2022 (“CTS Agreement”) and is deemed to have taken effect retroactively from 11 March 2022 (“Effective Date”). Terms not otherwise defined in this Amendment will have the definition set forth in the CTS Agreement.
AMENDMENT AGREEMENT TNG FinTech Group Inc.Amendment Agreement • December 1st, 2022 • InFinT Acquisition Corp • Services-business services, nec • Hong Kong
A is the number of Company Shares in issue immediately before the issue of such additional Company Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Company Shares;
ContractLoan Agreement • December 1st, 2022 • InFinT Acquisition Corp • Services-business services, nec • Hong Kong
TNG FINTECH GROUP INC., a limited liability company incorporated in the Cayman Islands whose registered office is located at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and its principal office is located at 21/F Olympia Plaza, 255 King’s Road, North Point, Hong Kong (the “Borrower”);
To: TRANGLO SDN BHDShareholders' Agreement • August 11th, 2023 • InFinT Acquisition Corp • Services-business services, nec
SHAREHOLDERS’ AGREEMENT RELATING TO TRANGLO SDN BHD DATED 19 MARCH 2021 ENTERED INTO BETWEEN RIPPLE LABS SINGAPORE PTE. LTD., TRANGLO SDN BHD AND TNG FINTECH GROUP INC. (“SHA”) - SIDE LETTER (“LETTER”) TO THE SHA
MEMORANDUM OF AGREEMENTMemorandum of Agreement • April 18th, 2023 • InFinT Acquisition Corp • Services-business services, nec
BETUR, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal office at 30F Unionbank Plaza Meralco Ave cor. Onyx and Sapphire Sts., Ortigas Center, Pasig City, Philippines, represented herein by its CEO, Nauman Mustafa, hereinafter referred to as “COINS.PH”;
Date: 7 November 2023 To: TRANGLO SDN BHD (“Tranglo”)Shareholders' Agreement • December 7th, 2023 • InFinT Acquisition Corp • Services-business services, nec
SHAREHOLDERS’ AGREEMENT DATED 19 MARCH 2021 ENTERED INTO BETWEEN RIPPLE labs singapore pte. ltd.1 (“Ripple”), SEAMLESS AND TRANGLO (COLLECTIVELY, THE “PARTIES” and each a “party”), AS AMENDED FROM TIME TO TIME (INCLUDING BY THE SIDE LETTER DATED 29 NOVEMBER 2021, THE SIDE LETTER DATED 15 december 2021 AND THE Amendment no.1 to the shareholders’ agreement dated 13 APRIL 2023 (COLLECTIVELY, the “SHA”) - SIDE LETTER (“LETTER”) TO THE SHA
INFINT ACQUISITION CORPORATION FOUNDER SHARE SUBSCRIPTION AGREEMENTFounder Shares Subscription Agreement • July 14th, 2021 • InFinT Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on April 27, 2021 by and between InFinT Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), and InFinT 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 5,031,250 class B ordinary shares with a par value of US$0.0001 each in the Company (the “Shares”), up to 656,250 of which are subject to surrender and cancellation 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:
DATED 29 NOVEMBER 2021 AMONGSTSecondment Agreement • August 11th, 2023 • InFinT Acquisition Corp • Services-business services, nec
AMENDMENT NO. 2 TO MASTER XRP COMMITMENT TO SELL AGREEMENTMaster XRP Commitment to Sell Agreement • December 7th, 2023 • InFinT Acquisition Corp • Services-business services, nec
This Amendment No. 2 (this “Amendment”) supplements and amends the Master XRP Commitment to Sell Agreement between Ripple Labs Singapore Pte. Ltd. (“Company”) and Tranglo Pte. Ltd., a company incorporated in Singapore (“Purchaser”) dated 11 March 2022 (the “Agreement”) and this Amendment shall be effective as of May 24th 2022 (the “Amendment Effective Date”). Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.
JonesTrading Institutional Services LLC Thousand Oaks, CA 91360 Re: Transfer of Founder Shares as Representative SharesTransfer Agreement • December 1st, 2021 • InFinT Acquisition Corp • Blank checks
This transfer agreement (this “Agreement”) is being delivered to you in accordance with and pursuant to the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), EF Hutton, division of Benchmark Investments, LLC (previously known as Kingswood Capital Markets, division of Benchmark Investments, LLC) as representative of the underwriters (the “Underwriters”), including JonesTrading Institutional Services LLC (“JonesTrading”), relating to an underwritten initial public offering (the “Public Offering”) of up to 19,999,880 of the Company’s units, including up to 2,608,680 units that may be purchased pursuant to the Underwriters’ option to purchase additional units (the “Over-Allotment Option”), 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, a “Warrant”) (t
LOAN AGREEMENT Seamless Group Inc. as Borrower - and - Chelsea Vanguard FundLoan Agreement • June 9th, 2023 • InFinT Acquisition Corp • Services-business services, nec • Hong Kong
Master XRP Commitment to Sell AgreementMaster XRP Commitment to Sell Agreement • December 7th, 2023 • InFinT Acquisition Corp • Services-business services, nec
This Master XRP Commitment to Sell Agreement (this “Agreement”) is effective the date the last Party signs (“Effective Date”) and is between Ripple Labs Singapore Pte. Ltd. (“Company”) and Tranglo Pte. Ltd., a company incorporated in Singapore (“Purchaser”). Company and Purchaser are hereby referred to as “Party” individually and together as “Parties.”
TNG FINTECH GROUP INC.Loan Agreement • December 1st, 2022 • InFinT Acquisition Corp • Services-business services, nec • Hong Kong
TNG FINTECH GROUP INC., a limited liability company incorporated in the Cayman Islands whose registered office is located at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and its principal office is located at 21/F Olympia Plaza, 255 King’s Road, North Point, Hong Kong (the “Borrower”);
ADDENDUM TO TERMS AND CONDITIONS OF INDEPENDENT RESERVE DATED 21 JUNE 2021 betweenAddendum to Terms and Conditions • April 18th, 2023 • InFinT Acquisition Corp • Services-business services, nec
TRANGLO PTE. LTD. (Company Registration No: 201618103C), a company incorporated under the laws of Singapore with its business address at 3 Temasek Avenue, Centennial Tower, #34-45A, Singapore 039190 (“You, Your or Yourself”);
Amendment No. 1 to Shareholders’ Agreement relating to Tranglo Sdn BhdShareholders’ Agreement • June 9th, 2023 • InFinT Acquisition Corp • Services-business services, nec
THIS AMENDMENT NO. 1, dated and effective from the date of the last signatory (the “Amendment”), to the Shareholders’ Agreement, dated as of March 9, 2021 (the “Agreement”), is amongst Tranglo Sdn Bhd (“Company”), Ripple Labs Singapore Pte. Ltd. (“Investor”) and Seamless Group Inc. (“Seamless” formerly known as TNG Fintech Group Inc.) (collectively, the “Parties”).
Master XRP Commitment to Sell AgreementMaster XRP Commitment to Sell Agreement • August 11th, 2023 • InFinT Acquisition Corp • Services-business services, nec
This Master XRP Commitment to Sell Agreement (this “Agreement”) dated as of September 12, 2022 (“Effective Date”) and is between Ripple Labs Singapore Pte. Ltd., a company incorporated in Singapore (“Company”) and GEA Limited, a company incorporated under the laws of Hong Kong (“Purchaser”). Company and Purchaser are hereby referred to as “Party” individually and together as “Parties.”
THIRD AMENDMENT AGREEMENT Seamless Group Inc. as SeamlessThird Amendment Agreement • December 7th, 2023 • InFinT Acquisition Corp • Services-business services, nec • Hong Kong
Date: 27 June 2023Secondment Agreement • December 7th, 2023 • InFinT Acquisition Corp • Services-business services, nec
SECONDMENT AGREEMENT DATED 29 NOVEMBER 2021 ENTERED INTO BETWEEN RIPPLE (AS DEFINED BELOW), TRANGLO SDN BHD AND TRANGLO PTE. LTD. (COLLECTIVELY, THE “PARTIES” and each a “party”) (the “AGREEMENT”) - SIDE LETTER (“LETTER”) TO THE AGREEMENT
