REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2021, is made and entered into by and among Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), Fat Projects SPAC Pte. Ltd., a Singapore corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 16th, 2021 • Fat Projects Acquisition Corp • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
FAT PROJECTS ACQUISITION CORP UNDERWRITING AGREEMENT October 12, 2021Underwriting Agreement • October 15th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York
Fat Projects Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FAT PROJECTS ACQUISITION CORPSecurities Subscription Agreement • June 16th, 2021 • Fat Projects Acquisition Corp • New York
This agreement (the “Agreement”) is entered into on April 22, 2021 by and between Fat Projects SPAC Pte. Ltd., a Singapore private limited company (the “Subscriber” or “you”), and Fat Projects Acquisition Corp, 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 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture 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:
WARRANT AGREEMENT between FAT PROJECTS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 15th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 12, 2021, is by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 16th, 2021 • Fat Projects Acquisition Corp • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Fat Projects SPAC Pte. Ltd., a Singapore corporation (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 27th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 15th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 12, 2021 by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • June 16th, 2021 • Fat Projects Acquisition Corp • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, between FAT PROJECTS ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Fat Projects Acquisition Corp Singapore, 099892Underwriting Agreement • October 15th, 2021 • Fat Projects Acquisition Corp • Blank checks
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 Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”) and EF HUTTON, division of Benchmark Investments, LLC, 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, having a par or nominal value of US $0.0001 per share, of the Company (the “Ordinary Shares”), and one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of US $11.50 per share, subject to adjustment. The Unit
FAT PROJECTS ACQUISITION CORPSecurities Subscription Agreement • May 22nd, 2023 • Fat Projects Acquisition Corp • Services-prepackaged software • New York
This agreement (the “Agreement”) is entered into on [Date] by and between [Subscriber Name] (the “Subscriber” or “you”), Fat Projects Acquisition Corp, a Cayman Islands exempted company with registration number 374480 (the “Company,” “we” or “us”), and Fat Projects International Investments and Holdings Limited, a British Virgin Islands company limited by shares (the “Share Escrow Agent”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase a Promissory Note made by the Company in favor of Subscriber in the principal amount of $[●] dated as of [Date] (the “Note”) and the Share Escrow Agent hereby agrees to transfer to the Subscriber [●] of the Company’s Class B ordinary shares with a par value of $0.0001 per share (the “Shares”) as an inducement to the Subscriber to purchase the Note. The Company, the Share Escrow Agent and the Subscriber agree as follows with respect to the Note and the Shares:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • October 15th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 12, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Fat Projects SPAC Pte. Ltd., a Singapore corporation (the “Purchaser”).
FORM OF SPONSOR SUPPORT AND LOCK-UP AGREEMENTSponsor Support and Lock-Up Agreement • September 1st, 2022 • Fat Projects Acquisition Corp • Blank checks
This SPONSOR SUPPORT AND LOCK-UP AGREEMENT, dated as of August 25, 2022, (this “Agreement”), is made and entered into by and among Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares, with company registration number 201526265R (the “Company”), Fat Projects Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Acquiror”), and Fat Projects SPAC Pte. Ltd., a Singapore private company limited by shares with company registration number 202108160N (“Sponsor”).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 14th, 2023 • Fat Projects Acquisition Corp • Services-prepackaged software • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 14, 2023, by and between Fat Projects Acquisition Corp, a Cayman Islands company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
NEW CRYSTAL TECHNOLOGY SERVICES WARRANT AGREEMENT FAT PROJECTS ACQUISITION CORP. and CRYSTAL TECHNOLOGY SERVICES PTE. LTD. SHARE WARRANT AGREEMENTWarrant Agreement • September 1st, 2022 • Fat Projects Acquisition Corp • Blank checks
Fat Projects Acquisition CorpTermination of Business Combination Agreement • November 17th, 2023 • Fat Projects Acquisition Corp • Services-prepackaged software
RE: Termination of Business Combination Agreement dated August 26, 2022, as amended (the “BCA”), by and between Fat Projects Acquisition Corp (“FATP”) and Avanseus Holdings Pte. Ltd. (“Avanseus”)
FAT PROJECTS ACQUISITON CORPOffice Space and Administrative Services Agreement • October 15th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Fat Projects Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Fat Projects SPAC Pte. Ltd. (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 27 Bukit Manis Road, Singapore 099892 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 17th, 2023 • Fat Projects Acquisition Corp • Services-prepackaged software • New York
This Third Amendment to Business Combination Agreement, dated as of July 14, 2023 (this “Amendment”), is made and entered into by and among Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 374480 (“Acquiror”) and Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares, with company registration number 201526265R (the “Company”).
FORM OF Company Holders Support AGREEMENTCompany Holder Support Agreement • September 1st, 2022 • Fat Projects Acquisition Corp • Blank checks
This COMPANY HOLDERS SUPPORT AGREEMENT, dated as of August 25, 2022, (this “Agreement”), is made and entered into by and among Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares with company registration number: 201526265R (the “Company”), Fat Projects Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands with company registration number 377480 (“Acquiror”), and the Person listed on Schedule A to this Agreement (a “Shareholder”).
BUSINESS COMBINATION AGREEMENT by and among FAT PROJECTS ACQUISITION CORP and AVANSEUS HOLDINGS PTE. LTD. dated as of August 26, 2022Business Combination Agreement • September 1st, 2022 • Fat Projects Acquisition Corp • Blank checks • New York
This Business Combination Agreement, dated as of August 26, 2022 (this “Agreement”), is made and entered into by and among Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 374480 (“Acquiror”) and Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares, with company registration number 201526265R (the “Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 22nd, 2023 • Fat Projects Acquisition Corp • Services-prepackaged software • New York
This Share Purchase Agreement (the “Agreement”) is entered into on May 4, 2023 by and between _________, a natural person residing in the State of Illinois (the “Purchaser”) and Fat Projects International Investments and Holdings Limited, a British Virgin Islands company limited by shares (the “Seller”).
FORM OF UNVESTED RESTRICTED SHARE AMENDMENTUnvested Restricted Share Amendment • September 1st, 2022 • Fat Projects Acquisition Corp • Blank checks
Fat Projects Acquisition Corp Singapore, 099892Underwriting Agreement • June 16th, 2021 • Fat Projects Acquisition Corp
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 Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”) and EF Hutton, division of Benchmark Investments, LLC formerly known as Kingswood Capital Markets, division of Benchmark Investments, LLC, 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, having a par or nominal value of US $0.0001 per share, of the Company (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof t
FORM OF DEED OF RESTRICTIVE COVENANTSDeed of Restrictive Covenants • September 1st, 2022 • Fat Projects Acquisition Corp • Blank checks
FORM OF SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 1st, 2022 • Fat Projects Acquisition Corp • Blank checks
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 5th, 2022 • Fat Projects Acquisition Corp • Blank checks • New York
This First Amendment to Business Combination Agreement, dated as of October 3, 2022 (this “Amendment”), is made and entered into by and among Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 374480 (“Acquiror”) and Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares, with company registration number 201526265R (the “Company”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 17th, 2023 • Fat Projects Acquisition Corp • Services-prepackaged software • New York
This Second Amendment to Business Combination Agreement, dated as of February 14, 2023 (this“Amendment”), is made and entered into by and among Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 374480 (“Acquiror”) and Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares, with company registration number 201526265R (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2022 • Fat Projects Acquisition Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2022 is made and entered into by and among Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 374480 (the “Acquiror”), Fat Projects SPAC Pte. Ltd., a Singapore private company limited by shares, with company registration number 202108160N (the “Sponsor”), 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”) and solely for the purposes of Section 5.10 Avanseus Holdings Pte. Ltd. (Company Registration Number: 201526265R), a Singapore private company limited by shares (the “Company.”).
FAT PROJECTS ACQUISITON CORPOffice Space and Administrative Services Agreement • June 16th, 2021 • Fat Projects Acquisition Corp
