REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2022 • Aura Fat Projects Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 12, 2022 is made and entered into by and among Aura FAT Projects Acquisition Corp, a Cayman Islands exempted company with registration number 384483 (the “Company”), Aura FAT Projects Capital LLC, a Cayman Islands limited liability company with registration number LC 5067 (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”).
10,000,000 Units AURA FAT PROJECTS ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2022 • Aura Fat Projects Acquisition Corp • Blank checks • New York
AURA FAT PROJECTS ACQUISITION CORPAura Fat Projects Acquisition Corp • March 18th, 2022 • Blank checks • New York
This agreement (this “Agreement”) is entered into on January 7, 2022, by and between Aura FAT Projects Capital LLC, a Cayman Islands limited liability company with registration number LC 5067 (the “Subscriber” or “you”), and Aura Fat Projects Acquisition Corp, a Cayman Islands exempted company with registration number 384483 (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 AURA FAT PROJECTS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 18th, 2022 • Aura Fat Projects Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 12, 2022, is by and between Aura FAT Projects Acquisition Corp, a Cayman Islands exempted company with registration number 384483 (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 • March 18th, 2022 • Aura Fat Projects Acquisition Corp • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 18th, 2022 • Aura Fat Projects Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 12, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Aura FAT Projects Acquisition Corp, a Cayman Islands exempted company with registration number 384483 (the “Company”), and Aura FAT Projects Capital LLC, a Cayman Islands limited liability company with registration number LC 5067 (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2022 • Aura Fat Projects Acquisition Corp • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • March 18th, 2022 • Aura Fat Projects Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of March [ ], 2022, between Aura FAT Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
EXHIBIT C Company Holders Support AGREEMENTCompany Holders Support Agreement • May 9th, 2023 • Aura Fat Projects Acquisition Corp • Blank checks
This COMPANY HOLDERS SUPPORT AGREEMENT, dated as of May 7, 2023 (this “Agreement”), is made and entered into by and among Aura FAT Projects Acquisition Corp., a Cayman Islands exempted company limited by shares, with company registration number 384483 (“Acquiror”) and Allrites Holdings Pte Ltd., a Singapore private company limited by shares, with company registration number 201703484C (the “Company”), and the Person listed on Schedule A to this Agreement (“Shareholder”).
Aura FAT Projects Acquisition CorpLetter Agreement • April 18th, 2022 • Aura Fat Projects Acquisition Corp • Blank checks • New York
EXHIBIT D SPONSOR SUPPORT AND LOCK-UP AGREEMENTLock-Up Agreement • May 9th, 2023 • Aura Fat Projects Acquisition Corp • Blank checks
This SPONSOR SUPPORT AND LOCK-UP AGREEMENT, dated as of May 7, 2023, (this “Agreement”), is made and entered into by and among Allrites Holdings Pte Ltd., a Singapore private company limited by shares with registration number 201703484C (the “Company”), Aura Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares with registration number 384483 (“Acquiror”), and Aura Fat Projects Capital LLC, a Cayman Islands limited liability company with registration number LC 5067 (“Sponsor”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 13th, 2023 • Aura Fat Projects Acquisition Corp • Services-motion picture & video tape distribution • Delaware
This Note Purchase Agreement (this “Agreement”), dated as of October 12, 2023, is entered into among AURA FAT PROJECTS ACQUISITION CORP, a Cayman Islands exempted company limited by shares with registration number 384483 (the “Company”), and AURA FAT PROJECTS CAPITAL LLC, a Cayman Islands limited liability company with registration number 5067 (the “Purchaser”) (each a “Party” and collectively the “Parties”).
FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 17th, 2023 • Aura Fat Projects Acquisition Corp • Services-motion picture & video tape distribution
This First Amendment (this “Amendment”), dated as of July 17, 2023, to the Trust Agreement (as defined below) is made by and between Aura Fat Projects Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
BUSINESS COMBINATION AGREEMENT by and among AURA FAT PROJECTS ACQUISITION CORP, as Acquiror, ALLRITES HOLDINGS PTE. LTD., as the Company, and Meta Gold Pte. Ltd., as the Company Shareholder Representative dated as of May 7, 2023Business Combination Agreement • May 9th, 2023 • Aura Fat Projects Acquisition Corp • Blank checks • New York
This Business Combination Agreement, dated as of May 7, 2023 (this “Agreement”), is made and entered into by and among Aura FAT Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 384483 (“Acquiror”), and Allrites Holdings Pte Ltd., a Singapore private company limited by shares, with company registration number 201703484C (the “Company”) and Meta Gold Pte. Ltd., a Singapore exempt private company limited by shares, with company registration number 202001973W, in its capacity as the representative for the shareholders of the Company (“Company Shareholder Representative”). The Acquiror, the Company, and the Company Shareholder Representative, and each Company Shareholder who becomes a party pursuant to a Joinder Agreement, are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
Re: Amendment to Letter Agreement, dated April 12, 2022Original Agreement • May 9th, 2023 • Aura Fat Projects Acquisition Corp • Blank checks • New York
Reference is made to that certain Letter Agreement, dated as of April 12, 2022 (the “Original Agreement”), by and between Aura FAT Projects Acquisition Corp., a Cayman Islands exempted company with a registration number 384483 (the “Company”) and EF Hutton, a division of Benchmark Investments, LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”); together with the Company, collectively, the “Parties”, and, each, a “Party”).
AURA FAT PROJECTS ACQUISITON CORPAura Fat Projects Acquisition Corp • March 18th, 2022 • Blank checks • New York
This letter will confirm our agreement that, commencing on the earlier of (i) the initial filing date (the “Commencement Date”) of the draft registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Aura FAT Projects Acquisition Corp (the “Company”) and (ii) February 1, 2022 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 Ventures Pte. Ltd. (the “Fat Ventures”) 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 Fat Ventures a sum of $20,000 per mo
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 16th, 2024 • Aura Fat Projects Acquisition Corp • Services-motion picture & video tape distribution
This Second Amendment (this “Amendment”), dated July 10, 2024, to the Trust Agreement between Aura FAT Projects Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined shall have the meanings assigned to them in the Trust Agreement.
AURA FAT PROJECTS ACQUISITON CORPAura Fat Projects Acquisition Corp • January 28th, 2022 • Blank checks • New York
This letter will confirm our agreement that, commencing on the earlier of (i) the initial filing date (the “Commencement Date”) of the draft registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Aura FAT Projects Acquisition Corp (the “Company”) and (ii) February 1, 2022 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 Ventures Pte. Ltd. (the “Fat Ventures”) 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 Fat Ventures a sum of $20,000 per mo
AURA FAT PROJECTS ACQUISITON CORPAura Fat Projects Acquisition Corp • April 18th, 2022 • Blank checks • New York
This letter will confirm our agreement that, commencing on the earlier of (i) the initial filing date (the “Commencement Date”) of the draft registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Aura FAT Projects Acquisition Corp (the “Company”) and (ii) February 1, 2022 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 Ventures Pte. Ltd. (the “Fat Ventures”) 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 Fat Ventures a sum of $20,000 per mo
