SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT August 16, 2023
Exhibit 2.1
SECOND AMENDMENT TO
BUSINESS
COMBINATION AGREEMENT
August 16, 2023
This Second Amendment to Business Combination Agreement, dated as of August 14, 2023 (this “Amendment”) to that certain Business Combination Agreement, dated September 9, 2022 (the “BCA”), by and among Fintech Ecosystem Development Corp., a Delaware corporation (the “Company”), Xxxxxxx Xxxxx of Flat No. 104, Sharjah Main City, Shk Majed Bin Saqr Al Qasimi St Sharjah – 500001 UNITED ARAB EMIRATES (“Xxxxx”), Xxxxxx Xxxxxx of 2470, Xxxxxx Line, Kingsway Camp, GTB Nagar, Delhi – 110009 INDIA (“Xxxxxx”) and Ritscapital, LLC, a limited liability company organized in the United Arab Emirates (“RITS” and collectively, the “Members”), and Xxxxx as representative of the Members (“Member Representative”). The Company, Sahni, Xxxxxx, RITS and Member Representative are collectively referred to as the “Parties” and each a “Party.” Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in the BCA.
WHEREAS, on September 9, 2022, the Parties entered into the BCA; and
WHEREAS, the Parties wish to amend the BCA to provide for the Board of Director appointment, as set forth herein.
1. Delete Section 7.17 of the BCA in its entirety, and replace it with the following:
SECTION 7.17. Governance Matters.
(a) Board of Directors. Upon the Closing, the Acquiror Board shall consist of (i) Xx. Xxxxxx Xxxxxxxxx, as Chairman, (ii) Xxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxx and Dr. Xxxxx Xxxxxx, as independent directors, and (iii) Xxxxxx Xxxxxx and Xxxxxx Xxxxxx as executive directors, and the board of directors of the Mobitech International, LLC shall consist of (i) Xxxxxx Xxxxxx as Chairman, and (ii) Xxxxxxx Xxxxx, and Xxxxxx Xxxxxxxxx as directors, and the board of directors of the DS Finworld India Private Limited, the India-based subsidiary of the Company shall consist of (i) Xxxxxx Xxxxxx as Chairman, and (ii) Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxx as directors.
(b) Effectuation. Prior to the Closing, the parties shall take all action necessary to effectuate the provisions of this Section 7.17.
2. Miscellaneous Provisions. The parties hereto hereby agree that the provisions and obligations set forth in Sections 11.03 (Severability), 11.04 (Entire Agreement, Assignment), 11.05 (Parties in Interest), 11.06 (Governing Law), 11.08 (Headings), 11.09 (Counterparts), and 11.13 (Waiver) of the BCA shall apply, mutatis mutandis, to this Amendment.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on their behalf by their duly authorized officers, this 14th day of August, 2023.
| ACQUIROR: | ||
| FINTECH ECOSYSTEM DEVELOPMENT CORP. | ||
| /s/ Xxxxxx Xxxxxxxxx | ||
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Chief Executive Officer | |
| MEMBERS: | ||
| /s/ Xxxxxx Xxxxxx | ||
| XXXXXX XXXXXX | ||
| RITSCAPITAL, LLC | ||
| /s/ Xxxxxx Xxxxxx | ||
| Name: | Xxxxxx Xxxxxx | |
| Title: | President | |
| /s/ Xxxxxxx Xxxxx | ||
| XXXXXXX XXXXX | ||
| MEMBER REPRESENTATIVE: | ||
| /s/ Xxxxxxx Xxxxx | ||
| XXXXXXX XXXXX | ||
