SUPPLEMENTAL WARRANT AGREEMENT
Exhibit 4.10
SUPPLEMENTAL WARRANT AGREEMENT
THIS SUPPLEMENTAL WARRANT AGREEMENT (this “Agreement”), is made and entered effective as of December 19, 2023, by and among Arisz Acquisition Corp., a Delaware company (the “Company”), BitFuFu Inc., a Cayman Islands exempted company (“PubCo”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
WHEREAS, the IPO and the Private Placement were consummated on November 17, 2021;
WHEREAS, Section 9.8 of the Warrant Agreement states, among other things, that the Warrant Agreement and any Warrant certificate may be amended by the parties by executing a supplemental warrant agreement, without the consent of any of the Warrant Holders, for the purpose of evidencing the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in the Warrant Agreement and the Warrants;
1. Assumption of the Obligations. As of and with effect on and from the Redomestication Merger Effective Time (as defined in the Merger Agreement), PubCo hereby assumes all of the Obligations under the Warrant Agreement.
2. Amendments to the Warrant Agreement. Effective as of the Redomestication Merger Effective Time (as defined in the Merger Agreement), the Warrant Agreement shall be amended as follows:
a) | In the context of the Obligations to be assumed, any reference to “the Company” in the Warrant Agreement (including all Exhibits thereto) shall mean “BitFuFu Inc.” and all references to “Common Stock” (including all Exhibits thereto) shall mean “PubCo Class A Ordinary Shares;” |
b) | Section 2.4 “Detachability of Public Warrants” shall be deleted in its entirety as it is no longer in force and effect; except that the term “Representative” which was defined in Section 2.4 as “ Chardan Capital Markets LLC, as representative of the underwriters,” shall continue to be defined as such throughout the Warrant Agreement; |
c) | Section 5.1 “Transfer of Public Warrants” shall be deleted in its entirety as it is no longer in force and effect; |
d) | Section 7.3 is hereby deleted and replaced in its entirety as follows: |
“Issuance of Ordinary Shares. BitFuFu Inc. shall at all times reserve and ensure that the number of PubCo Class A Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement are available for issuance.”; and
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e) | Section 9.2 is hereby amended in part to change the delivery of notices and a copy of notices to: |
BittFuFu Inc.
000 Xxxxx Xxxxxx Xxxx, #00-00
Xxxxxxxxx Xxxxx, Xxxxxxxxx 000000
Email: xxx@xxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
Suite 1509, 15/F Jardine House
0 Xxxxxxxxx Xxxxx Central
Hong Kong
(000) 0000-0000
Attn: Xxx Xxxxxx, Esq./Xx Xx, Esq.
Email: xxxxxxx@xxxx.xxx/xxxx@xxxx.xxx
and
Loeb & Loeb LLP
000 Xxxx Xxxxxx
New York, NY 10154
Attn: Xxxxxxxx X. Xxxxxxxx
Email: xxxxxxxxx@xxxx.xxx
3. No Other Amendments. Except for the amendments expressly set forth in this Agreement, the Warrant Agreement shall remain unchanged and in full force and effect.
4. Entire Agreement. The Warrant Agreement (as amended by this Agreement), sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and there are no restrictions, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof or thereof, other than those expressly set forth in the Warrant Agreement (as amended by this Agreement). The Warrant Agreement (as amended by this Agreement) supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein.
5. Miscellaneous.
(a) Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Redomestication Merger and substantially contemporaneous occurrence of the Closing (as defined in the Merger Agreement) and shall automatically be terminated and shall be null and void if the Merger Agreement shall be terminated for any reason.
(b) The Company and PubCo agree to execute such reasonable further instruments or perform such reasonable acts which are or may become reasonably necessary to carry out the intent of this Agreement.
(c) This Agreement shall be governed by and construed under the laws of the State of New York without regard to its conflict of laws principles.
(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
ARISZ ACQUISITION CORP. | ||
By: | /s/ Xxxx Xxxxxx-Xxxx | |
Name: | Xxxx Xxxxxx-Xxxx | |
Title: | CEO | |
BITFUFU INC. | ||
By: | /s/ Xxx Xx | |
Name: | Xxx Xx | |
Title: | Chief Executive Officer | |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: | Vice President |
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