Exhibit
10.1


 


	Date:	 	November
    13, 2022
	 	 
	To:	 	8i
    Acquisition 2 Corp., a British Virgin Islands business company (“8i”) and EUDA Health Limited, a British Virgin
    Islands business company (the “EUDA”).
	 	 
	Address:	 	6
    Eu Tong Sen Street

    #08-13
    Singapore 059817

	 	 
	From:	 	Alto
    Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Seller”)
	 	 
	Re:	 	OTC
    Equity Prepaid Forward Transaction


 


The
purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”)
entered into between Seller and EUDA on the Trade Date specified below. The term “Counterparty” refers to (a) 8i until
the Business Combination (as defined below), and whereby upon the closing of the transactions contemplated
by the Share Purchase Agreement (defined below), pursuant to which a business combination between 8i and EUDA will be effected through
the purchase by 8i of all of the issued and outstanding shares of EUDA, and (b) the Combined Company after the Business Combination.
Certain terms of the Transaction shall be as set forth in this Confirmation, with additional terms as set forth in a Pricing Date
Notice (the “Pricing Date Notice”) in the form of Schedule A hereto. This Confirmation, together with the Pricing
Date Notice, constitutes a “Confirmation” and the Transaction constitutes a separate “Transaction” as referred
to in the ISDA Form (as defined below).


 


This
Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Counterparty and EUDA as
to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous
written or oral communications with respect thereto.


 


The
2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions”, and with the Swap Definitions, the “Definitions”), each as published by the International
Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any inconsistency between the Definitions
and this Confirmation, this Confirmation governs. If, in relation to the Transaction to which this Confirmation relates, there is any
inconsistency between the ISDA Form, this Confirmation (including the Pricing Date Notice), the Swap Definitions and the Equity Definitions,
the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) this Confirmation (including the
Pricing Date Notice); (ii) the Equity Definitions; (iii) the Swap Definitions, and (iv) the ISDA Form.


 


This
Confirmation, together with the Pricing Date Notice, shall supplement, form a part of, and be subject to an agreement in the form of
the 2002 ISDA Master Agreement (the “ISDA Form”) as if Seller, EUDA and Counterparty had executed an agreement in
such form (but without any Schedule except as set forth herein under “Schedule Provisions”) on the Trade Date of the
Transaction.


 


The
terms of the particular Transaction to which this Confirmation relates are as follows:


 


General
Terms


 


	Type
    of Transaction:	 	Share
    Forward Transaction
	 	 	 
	Trade
    Date:	 	November
    13, 2022
	 	 	 
	Pricing
    Date:	 	As
    specified in the Pricing Date Notice.
	 	 	 
	Effective
    Date:	 	One
    (1) Settlement Cycle following the Pricing Date.
	 	 	 
	Valuation
    Date:	 	The
    earlier to occur of (a) first anniversary of the closing of the transactions between Counterparty and EUDA pursuant to an Share Purchase
    Agreement dated April 11, 2022, which Share Purchase Agreement has been amended by the Amendment No. 1 to the Share Purchase Agreement
    dated as of May 30, 2022, Amendment No. 2 to the Share Purchase Agreement dated as of June 10, 2022 and Amendment No. 3 to the Share
    Purchase Agreement dated as of September 7, 2022 (as so amended, “Share Purchase Agreement”), by and among Counterparty,
    EUDA and certain other parties thereto, as reported on the Form 8-K filed by the Counterparty on April 12, 2022 (the “Form
    8-K”) (the “Business Combination”) and (b) the date specified by Seller in a written notice to be delivered
    at Seller’s discretion (not earlier than the day such notice is effective) after the occurrence of a VWAP Trigger Event (the
    “Maturity Date”).


 




    	 



    	 



    

 


	VWAP
    Trigger Event:	 	An
    event that occurs if the VWAP Price of the Shares during any 30 consecutive Scheduled Trading Day-period, the VWAP Price of the Shares
    for 20 Scheduled Trading Days during such period shall be less than $3.00 per Share.
	 	 	 
	VWAP
    Price:	 	For
    any security as of any date, the dollar volume-weighted average price for such security on the principal securities exchange or securities
    market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m.,
    New York time, as reported by Bloomberg, LP through its “VAP” function (set to 09:30 start time and 16:00 end time) or,
    if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the
    electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New
    York time, as reported by Bloomberg, LP, or, if no dollar volume-weighted average price is reported for such security by Bloomberg,
    LP for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for
    such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices).
    If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such
    date shall be the fair market value as mutually determined by the parties hereto. All such determinations shall be appropriately
    adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period

    

	 	 	 
	Pricing
    Date Notice:	 	Seller
    shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing date of the
    Business Combination. The Pricing Date Notice shall include the Number of Shares (if any) purchased by Seller, whether or not such
    purchases have been settled, with further notice to be provided by Seller to Counterparty upon settlement of such purchases.
	 	 	 
	

    Dilutive
    Offering Reset
	 	

    To
    the extent the Counterparty or EUDA sells, enters any agreement to sell or grants any right to reprice, or otherwise dispose of or
    issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of the Counterparty
    or EUDA or any of their respective subsidiaries which would entitle the holder thereof to acquire at any time Shares, including,
    without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or
    exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares, at an effective price per Share less
    than the then existing Reset Price then the Reset Price shall be modified to equal such reduced price.

    



 




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	Reset
Price
	 	The
Reset Price shall be adjusted on each of the first and eleventh scheduled trading day of each calendar month (each a “Reset
Date”), commencing as of the initial Reset Date occurring immediately following the Business Combination, to be the lowest
of (a) the then-current Reset Price, (b) $10.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations
and similar events) and (c) the greater of (x) $5.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations
and similar events) and (y) the quotient of (I) the sum of the daily VWAP of the Shares of the Counterparty on each scheduled trading
day during the ten scheduled trading day period ending, and including, the scheduled trading day immediately preceding the applicable
Reset Date, divided by (II) ten (10); provided that the Reset Price may be further reduced pursuant to a Dilutive Offering Reset.

	 	 	 
	Seller:	 	Seller.
	 	 	 
	Buyer:	 	Counterparty.
	 	 	 
	Shares:	 	The
    Ordinary Shares, no par value of Counterparty (the “Issuer”). Any reference herein to “Shares” shall
    mean the shares of 8i until the Business Combination and the shares of the Combined Company after the closing of the Business Combination.
	 	 	 
	Number
    of Shares:	 	The
    number of Recycled Shares, as specified in the Pricing Date Notice, but in no event more than the Maximum Number of Shares. The Number
    of Shares is subject to reduction as described under “Optional Early Termination.”
	 	 	 
	Maximum
    Number of Shares:	 	1,125,000
    Shares.
	 	 	 
	Initial
    Price:	 	The
    price per Share paid to public shareholders of the Counterparty who elected to redeem their Ordinary Shares in connection with the
    shareholder vote to approve the Business Combination (the “Redemption Price”).
	 	 	 
	Recycled
    Shares:	 	The
    number of Shares either (a) purchased by Seller from third parties through a broker in the open market (other than through Counterparty),
    (b) held by Seller as to which Seller has yet to make a redemption election and/or (c) held by Seller as to which Seller has reversed
    a prior redemption election; provided that Seller shall have irrevocably waived all redemption rights with respect to such Shares
    as provided below in the section captioned “Transactions by Seller in the Shares.” Seller shall specify the number of
    Recycled Shares (the “Number of Recycled Shares”) in the Pricing Date Notice.
	 	 	 
	Prepayment:	 	Applicable.
    Prepayment of the Prepayment Amount shall be made directly from the Counterparty’s Trust Account maintained by Continental
    Stock Transfer & Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering
    and the sale of private placement units (the “Trust Account”) no later than the Prepayment Date. Counterparty
    shall provide notice to Counterparty’s transfer agent of the entrance into this Confirmation no later than one (1) Local Business
    Day following the date hereof, with copy to Seller and Seller’s outside legal counsel. Counterparty shall also provide to Seller
    and Seller’s outside legal counsel a draft of the flow of funds from the Trust Account prior to the closing of the Business
    Combination itemizing the Prepayment Amount due to Seller.


 




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	Prepayment
    Amount:	 	A
    cash amount equal to (i) the Number of Shares underlying the Transaction as set forth on the Pricing Date Notice, multiplied by (ii)
    the Redemption Price.
	 	 	 
	Prepayment
    Date:	 	Subject
    to Counterparty receiving the Pricing Date Notice, the earlier of (a) one (1) Local Business Day after the closing of the Business
    Combination and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination.
	 	 	 
	Variable
    Obligation:	 	Not
    applicable.
	 	 	 
	Exchange(s):	 	Nasdaq
    Capital Market.
	 	 	 
	Related
    Exchange(s):	 	All
    Exchanges.
	 	 	 
	Structuring
    Fees:	 	On
    the Prepayment Date and each Payment Date, Counterparty shall pay to Seller a structuring fee (the “Structuring Fee”)
    in the amount of $2,500 on the first Trading Day of each calendar quarter or, if such date is not a Local Business Day, the next
    following Local Business Day, payable in advance.
	 	 	 
	Break-Up
    Fees:	 	A
    break-up fee equal to (i) all of Seller’s actual out-of-pocket reasonable fees, costs and expenses relating to the Transaction
    (without a cap) plus (ii) $1,000,000 (collectively, the “Break-up Fee”) shall be payable, jointly and severally, by the
    Counterparty and EUDA to the Seller in the event (a) this Confirmation or Transaction is terminated by either the Counterparty or
    EUDA, or (b) upon any Additional Termination Event, except where the Additional Termination Event occurred solely as a result of
    a failure of Seller to purchase the Maximum Number of Shares or a material breach of Seller’s obligations hereunder; provided
    that Seller hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the
    future, in or to any monies held in the Counterparty’s Trust Account, as described more fully in its final prospectus for its
    initial public offering filed with the Securities and Exchange Commission on November 22, 2021, and agrees not to seek recourse against
    the Trust Account; in each case, as a result of, or arising out of, this Transaction; provided, however, that nothing herein shall
    (x) serve to limit or prohibit Seller’s right to pursue a claim against the Counterparty for legal relief against assets held
    outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the
    Seller may have in the future against the Counterparty’s assets or funds that are not held in the Trust Account (including
    any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds)
    or (z) be deemed to limit Seller’s right, title, interest or claim to the Trust Account by virtue of such Seller’s record
    or beneficial ownership of securities of the Counterparty acquired by any means other than pursuant to this Transaction, including
    but not limited to any redemption right with respect to any such securities of the Seller.


 




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	Payment
    Dates:	 	With
    respect to Counterparty, the last day of each calendar month or, if such date is not a Local Business Day, the next following Local
    Business Day, until the Maturity Date.
	 	 	 
	Period
    End Date:	 	Each
    Payment Date during the term of the Transaction.
	 	 	 
	Calculation
    Period:	 	Notwithstanding
    anything to the contrary in Section 4.13 of the Swap Definitions, each period from, and including, one Period End Date to, but excluding,
    the next following applicable Period End Date during the term of the Transaction, except that (a) the initial Calculation Period
    will commence on, and include, the date of the closing of the Business Combination and (b) the final Calculation Period will end
    on, but exclude the Settlement Date.
	 	 	 
	Reimbursement
of Legal Fees and Other Expenses:
	 	On
    the Effective Date, Counterparty shall pay to Seller an amount equal to the reasonable attorney fees and other reasonable out-of-pocket
    expenses related thereto actually incurred by Seller or its affiliates in connection with this Transaction. Counterparty shall also
    pay to Seller a quarterly fee of $2,500 (payable in full upon the Effective Date and upon the first day of each subsequent quarter).
    In addition, on the Effective Date, Counterparty shall reimburse Seller for its reasonable out-of-pocket costs and expenses actually
    incurred in connection with the acquisition of the Shares in an amount not to exceed $0.05 per Share and for disposition of the Shares
    in an amount not to exceed $0.02 per Share.
	 	 	 
	Settlement
    Terms	 	 
	 	 	 
	Settlement
    Method Election:	 	Not
    Applicable.
	 	 	 
	Settlement
    Method:	 	Physical
    Settlement.
	 	 	 
	Settlement
    Currency:	 	USD.
	 	 	 
	Settlement
    Date:	 	Two
    (2) Exchange Business Days following the Valuation Date.
	 	 	 
	Excess
    Dividend Amount	 	Ex
    Amount.
	 	 	 
	Additional
    Payment on Settlement:	 	On
    the Settlement Date, Counterparty shall pay to Seller any accrued and unpaid Structuring Fees.
	 	 	 
	Optional
    Early Termination:	 	From
    time to time and on any Exchange Business Day following the date of the closing of the Business Combination (any such date, an “OET
    Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction
    in whole or in part so long as Seller provides written notice to Counterparty (the “OET Notice”), no later than
    the later of (a) the third Local Business Day following the OET Date and (b) the first Payment Date after the OET Date which shall
    specify the quantity by which the Number of Shares is to be reduced (such quantity, the “Terminated Shares”).
    Notwithstanding anything to the contrary contained herein, Seller shall terminate the Transaction in respect of any Shares sold on
    or prior to the Maturity Date, and Seller shall be obligated to deliver an OET Notice in respect of any Shares sold prior to the
    Maturity Date. The effect of an OET Notice given shall be to reduce the Number of Shares by the number of Terminated Shares specified
    in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from
    Seller, and the Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the
    Reset Price in respect of such OET Date (an “Early Termination Obligation”). The remainder of the Transaction,
    if any, shall continue in accordance with its terms; provided that if the OET Date is also the stated Valuation Date, the remainder
    of the Transaction shall be settled in accordance with the other provisions of “Settlement Terms.” Seller shall pay to
    Counterparty any and all unsatisfied Early Termination Obligations, calculated as of the last day of each calendar month, on the
    first Local Business Day following such day.


 




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	Maturity
    Consideration:	 	An
    amount equal to the product of (1) the number of Recycled Shares specified in the Pricing Date Notice less (b) the number of Terminated
    Shares multiplied by (2) $2.50 (the “Maturity Consideration”). At the Maturity Date, Seller shall be entitled
    to receive the Maturity Consideration in cash or, at the option of Counterparty, Shares based on the average daily VWAP Price of
    the Shares over 30 Scheduled Trading Days ending on (i) the Maturity Date to the extent the Shares used to pay the Maturity Consideration
    are freely tradeable by Seller, or (ii) if not freely tradeable by Seller, one (1) Scheduled Trading Day prior to the date on which
    the resale registration statement registering the Shares used to pay the Maturity Consideration becomes effective under the Securities
    Act. Counterparty shall pay the Maturity Consideration on a net basis such that Seller retains a Number of Shares due to Counterparty
    upon the Maturity Date equal to the number of Maturity Consideration Shares payable to Seller, only to the extent the Number of Shares
    due to Counterparty upon the Maturity Date are equal to or more than the number of Maturity Consideration Shares payable to Seller,
    with any Maturity Consideration remaining due to be paid to Seller in newly issued Shares (such newly issued Shares, the “Excess
    Shares”). If Excess Shares issued as Maturity Consideration shall equate to 20% or more of the Counterparty’s outstanding
    Shares, then the Counterparty shall use reasonable efforts to obtain shareholder approval for the issuance of such Excess Shares
    to the extent required by the Exchange on which the Shares are then listed on or prior to the Maturity Date (the “Shareholder
    Approval”). If at the Maturity Date, (i) the number of Excess Shares equates to 20% or more of the Counterparty’s
    outstanding Shares, (ii) Shareholder Approval is required by the Exchange on which the Shares are then listed and (iii) the Counterparty
    fails to obtain the Shareholder Approval on or prior to the Maturity Date, then the Counterparty will pay such portion of the Merger
    Consideration that would have otherwise corresponded to the Excess Shares to Seller in cash.

     

    For
    the avoidance of doubt, in addition to the Maturity Consideration, at the Maturity Date, Seller will be entitled to retain a cash
    amount equal to the product of (y) the Number of Shares remaining in the Transaction multiplied by (z) the Redemption Price, and
    Seller will deliver to Buyer the Number of Shares that remain in the Transaction.



 




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	Share
Consideration:
	 	In
addition to the Prepayment Amount, Seller shall pay directly from the Trust Account on the Prepayment Date, an amount equal to the product
of 100,000 multiplied by the Redemption Price, for the purpose of repayment of Seller having purchased, prior to the closing of the Business
Combination, 100,000 Shares from third parties in the open market through a broker in connection with the Share Consideration or previously
in the Counterparty’s initial public offering, which Shares (the “Additional Purchased Shares”) shall not be included
in the Number of Shares in this Transaction, and shall be free and clear of all obligations of Seller in connection with this Confirmation.
Such payment shall be contingent upon the completion of the purchase by Seller of 100,000 Additional Purchase Shares, in addition to
and not inclusive of the number of Recycled Shares specified in the Pricing Date Notice, with such 100,000 Additional Purchase Shares
being issued and outstanding and not subject to redemption as of the closing of the Business Combination.

	 	 	 
	Share
    Adjustments:	 	 
	 	 	 
	Method
    of Adjustment:	 	Calculation
    Agent Adjustment.
	 	 	 
	Extraordinary
    Events:	 	 
	 	 	 
	Consequences
of Merger Events involving Counterparty:
	 	 
	 	 	 
	Share-for-Share:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Other:	 	Cancellation
    and Payment.
	 	 	 
	Share-for-Combined:	 	Component
    Adjustment.
	 	 	 
	Tender
    Offer:	 	Applicable;
    provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by adding “, or of the outstanding
    Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions
    are hereby amended by adding “or Shares, as applicable,” after “voting Shares”.
	 	 	 
	Consequences
    of Tender Offers:	 	 
	 	 	 
	Share-for-Share:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Other:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Combined:	 	Calculation
    Agent Adjustment.
	 	 	 
	Composition
of Combined Consideration:
	 	Not
    Applicable.


 




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	Nationalization,
Insolvency or Delisting:
	 	Cancellation
    and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity
    Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately
    re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market, Nasdaq Capital Market or
    the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination
    of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded
    or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
	 	 	 
	Business
    Combination Exclusion:	 	Notwithstanding
    the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event,
    Tender Offer, Delisting or any other Extraordinary Event hereunder.
	 	 	 
	Additional
    Disruption Events:	 	 
	 	 	 
	(a)
    Change in Law:	 	Applicable;
    provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the
    avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)”
    after the word “regulation” in the second line thereof.
	 	 	 
	(a)
    Failure to Deliver:	 	Not
    Applicable.
	 	 	 
	(b)
    Insolvency Filing:	 	Applicable.
	 	 	 
	(c)
    Hedging Disruption:	 	Not
    Applicable.
	 	 	 
	(d)
    Increased Cost of Hedging:	 	Not
    Applicable.
	 	 	 
	(e)
    Loss of Stock Borrow:	 	Not
    Applicable.
	 	 	 
	(f)
    Increased Cost of Stock Borrow:	 	Not
    Applicable.
	 	 	 
	Determining
    Party:	 	For
    all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is
    continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining Party, in which case a Third
    Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party.
	Additional
    Provisions:	 	 
	 	 	 
	Calculation
    Agent:	 	Seller,
    unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller,
    or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant
    market selected by Counterparty in its sole discretion will be the Calculation Agent.


 




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	 	 	In
    the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make
    any determination) by the Calculation Agent, the Disputing Party shall have the right to require that the Calculation Agent have
    such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the
    dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be
    jointly selected by the parties within one (1) Business Day after the Disputing Party’s exercise of its rights hereunder (once
    selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). If the parties are unable to agree
    on a Substitute Calculation Agent within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers
    shall agree on a Third Party Dealer by the end of the subsequent Business Day. Such Third Party Dealer shall be deemed to be the
    Substitute Calculation Agent. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered
    to the Calculation Agent not later than the third Business Day following the Business Day on which the Calculation Agent notifies
    the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute
    Calculation Agent shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second
    Business Day following the Substitute Calculation Agent’s appointment. The costs of such Substitute Calculation Agent shall
    be borne by (a) the Disputing Party if the Substitute Calculation Agent substantially agrees with the Calculation Agent or (b) the
    non-Disputing Party if the Substitute Calculation Agent does not substantially agree with the Calculation Agent. If, after following
    the procedures and within the specified time frames set forth above, a binding determination is not achieved, the original determination
    of the Calculation Agent shall apply.
	 	 	 
	Non-Reliance:	 	Applicable.
	 	 	 
	Agreements
    and Acknowledgements Regarding Hedging Activities:	 	Applicable.
	 	 	 
	Additional
    Acknowledgements:	 	Applicable.
	 	 	 
	Schedule
    Provisions:	 	 
	 	 	 
	Specified
    Entity:	 	In
    relation to both Seller and Counterparty for the purpose of:
	 	 	Section
    5(a)(v), Not Applicable
	 	 	Section
    5(a)(vi), Not Applicable
	 	 	Section
    5(a)(vii), Not Applicable
	 	 	Section
    5(b)(v), Not Applicable
	 	 	 
	Cross-Default	 	The
    “Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.
	 	 	 
	Credit
    Event Upon Merger	 	The
    “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.
	 	 	 
	Automatic
    Early Termination:	 	The
    “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party.
	 	 	 
	Termination
    Currency:	 	United
    States Dollars.


 




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	Additional
    Termination Events:	 	Will
    apply to Seller and to Counterparty and EUDA. The occurrence of any of the following events shall constitute an Additional Termination
    Event in respect of which Seller and Counterparty and EUDA shall be Affected Parties:
	 	 	 
	 	 	(a)
    The Business Combination fails to close on or before the Outside Date (as defined in the Share Purchase Agreement) (as such Outside
    Date may be amended or extended from time to time); and
	 	 	 
	 	 	(b)
    The Share Purchase Agreement is terminated pursuant to its terms prior to the closing of the Business Combination; and

     

    (c)
    The Shares are involved in a Delisting on the relevant Exchange and are not immediately re listed; and

	 	 	 
	 	 	Subject
    to the Break-Up Fee (if payable pursuant to the terms hereof), if this Transaction terminates due to the occurrence of the Additional
    Termination Events, then, subject to the immediately following sentence, no further payments or deliveries shall be due by either
    Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation in respect of any settlement
    amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further
    obligation under the Transaction and, for the avoidance of doubt and without limitation, no payments will have accrued or be due
    under Sections 2, 6 or 11 of the ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions,
    “Reimbursement of Legal Fees and Expenses,” and “Other Provisions — (d) Indemnification” shall survive
    any termination due to the occurrence of either of the foregoing Additional Termination Events.

     

	Material
    Adverse Change:	 	Means
    any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences has had a materially
    adverse effect on the business, assets, financial condition or results of operations of the Counterparty and its subsidiaries, taken
    as a whole; provided, however, that no change, event, occurrence or effect arising out of or related to any of the following, alone
    or in combination, shall be taken into account in determining whether a Material Adverse Change has occurred: (i) acts of war (whether
    or not declared), sabotage, military or para-military actions or terrorism, or any escalation or worsening of any such acts, or changes
    in global, national or regional political or social conditions; (ii) earthquakes, hurricanes, tornados, epidemics and pandemics declared
    by the World Health Organization or any other reputable third party organization (including the COVID-19 virus) or other natural
    or man-made disasters; (iii) changes attributable to the public announcement or pendency of the transactions contemplated herein
    (including the impact thereof on relationships with customers, suppliers, employees or governmental authorities); (iv) changes or
    proposed changes in law, regulations or interpretations thereof or decisions by courts or any governmental authority; (v) changes
    or proposed changes in GAAP (or any interpretation thereof); (vi) any downturn in general economic conditions, including changes
    in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates or the
    price of any security, market index or commodity), in each case, in the United States or anywhere else in the world; (vii) events
    or conditions generally affecting the industries and markets in which the Counterparty operates; (viii) any failure to meet any projections,
    forecasts, estimates, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that
    this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying such failure (unless otherwise
    excluded by the other clauses of this proviso) has resulted in a Material Adverse Change; or (ix) any actions expressly required
    to be taken, or expressly required not to be taken, pursuant to the terms hereof; provided, however, that if a change or effect related
    to clause (ii) or clauses (iv) through (vii) disproportionately adversely affects the Counterparty and its subsidiaries, taken as
    a whole, compared to other Persons operating in the same industry as the Counterparty, then such disproportionate impact may be taken
    into account in determining whether a Material Adverse Change has occurred.


 





	Governing
    Law:	 	New
    York law (without reference to choice of law doctrine).
	 	 	 
	 	 	 
	Credit
    Support Provider:	 	With
    respect to Seller and Counterparty, None.
	 	 	 
	Local
    Business Days:	 	Seller
    specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York. Counterparty
    specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.





 




    	10



    	 



    




 


Representations,
Warranties and Covenants


 


	1.	Seller
                                            represents and warrants, and covenants and agrees with Counterparty and EUDA, that as of
                                            the date on which it enters into the Transaction that (in the absence of any written agreement
                                            between the parties that expressly imposes affirmative obligations to the contrary for the
                                            Transaction):



 


	(a)	Non-Reliance.
                                            It is acting for its own account, and it has made its own independent decisions to enter
                                            into the Transaction and as to whether the Transaction is appropriate or proper for it based
                                            upon its own judgment and upon advice from such advisers as it has deemed necessary. It is
                                            not relying on any communication (written or oral) of the other party as investment advice
                                            or as a recommendation to enter into the Transaction, it being understood that information
                                            and explanations related to the terms and conditions of the Transaction will not be considered
                                            investment advice or a recommendation to enter into the Transaction. No communication (written
                                            or oral) received from the other party will be deemed to be an assurance or guarantee as
                                            to the expected results of the Transaction.



 


	(b)	Assessment
                                            and Understanding. It is capable of assessing the merits of and understanding (on
                                            its own behalf or through independent professional advice), and understands and accepts,
                                            the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes,
                                            the risks of the Transaction.



 


	(c)	Non-Public
                                            Information. It is in compliance with Section 10(b) under the Securities Exchange
                                            Act of 1934, as amended (the “Exchange Act”).



 


	(d)	Eligible
                                            Contract Participant. It is an “eligible contract participant” under,
                                            and as defined in, the Commodity Exchange Act (7 U.S.C. § 1a(18)) and CFTC regulations
                                            (17 CFR § 1.3).



 


	(e)	Tax
                                            Characterization. It shall treat the Transaction as a derivative financial contract
                                            for U.S. federal income tax purposes, and it shall not take any action or tax return filing
                                            position contrary to this characterization.



 


	(f)	Private
                                            Placement. It (i) is an “accredited investor” as such term is defined
                                            in Regulation D as promulgated under the Securities Act, (ii) is entering into the Transaction
                                            for its own account without a view to the distribution or resale thereof and (iii) understands
                                            that the assignment, transfer or other disposition of the Transaction has not been and will
                                            not be registered under the Securities Act.



 




    	11



    	 



    

 


	(g)	Investment
                                            Company Act. It is not and, after giving effect to the Transaction, will not
                                            be required to register as an “investment company” under, and as such term is
                                            defined in, the Investment Company Act of 1940, as amended.



 


	(h)	Authorization.
                                            The Transaction has been entered into pursuant to authority granted by its board of directors
                                            or other governing authority. It has no internal policy, whether written or oral, that would
                                            prohibit it from entering into any aspect of the Transaction, including, but not limited
                                            to, the purchase of Shares to be made in connection therewith.



 


	(i)	Affiliate
                                            Status. It is the intention of the parties hereto that Seller shall not be an “affiliate”
                                            (as such term is defined in Rule 405 under the Securities Act) of the Counterparty including
                                            8i prior to the closing of the Business Combination and the Combined Company following the
                                            closing of the Business Combination, as a result of the transactions contemplated hereunder.



 


	2.	Counterparty
                                            represents and warrants to, and covenants and agrees with Seller as of the date on which
                                            it enters into the Transaction that:



 


	(a)	Total
                                            Assets. 8i has total assets as of the date hereof and expects to have as of the closing
                                            of the Business Combination of at least USD $5,000,000.



 


	(b)	Non-Reliance.
                                            Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty
                                            acknowledges that Seller is not making any representations or warranties or taking any position
                                            or expressing any view with respect to the treatment of the Transaction under any accounting
                                            standards.



 


	(c)	Solvency.
                                            Counterparty is, and shall be as of the date of any payment or delivery by Counterparty under
                                            the Transaction, solvent and able to pay its debts as they come due, with assets having a
                                            fair value greater than liabilities and with capital sufficient to carry on the businesses
                                            in which it engages. Counterparty: (i) has not engaged in and will not engage in any business
                                            or transaction after which the property remaining with it will be unreasonably small in relation
                                            to its business, (ii) has not incurred and does not intend to incur debts beyond its ability
                                            to pay as they mature, and (iii) as a result of entering into and performing its obligations
                                            under the Transaction, (a) it has not violated and will not violate any relevant state law
                                            provision applicable to the acquisition or redemption by an issuer of its own securities
                                            and (b) it would not be nor would it be rendered “insolvent” (as such term is
                                            defined under Section 101(32) of the Bankruptcy Code or under any other applicable local
                                            insolvency regime).



 


	(d)	Public
                                            Reports. As of the Trade Date, Counterparty is in material compliance with its reporting
                                            obligations under the Exchange Act, and all reports and other documents filed by Counterparty
                                            with the Securities and Exchange Commission pursuant to the Exchange Act, when considered
                                            as a whole (with the most recent such reports and documents deemed to amend inconsistent
                                            statements contained in any earlier such reports and documents), do not contain any untrue
                                            statement of a material fact or any omission of a material fact required to be stated therein
                                            or necessary to make the statements therein, in the light of the circumstances under which
                                            they were made, not misleading.



 


	(e)	No
                                            Distribution. Counterparty is not entering into the Transaction to facilitate a distribution
                                            of the Shares (or any security that may be converted into or exercised or exchanged for Shares,
                                            or whose value under its terms may in whole or in significant part be determined by the value
                                            of the Shares) or in connection with any future issuance of securities.



 


	(f)	SEC
                                            Documents. The Counterparty shall comply with the Securities and Exchange Commission’s
                                            guidance, including Compliance and Disclosure Interpretation No. 166.01 (if applicable),
                                            for all relevant disclosure in connection with this Confirmation and the Transaction, and
                                            will not file with the Securities and Exchange Commission any Form 8-K, Registration Statement
                                            on Form S-4 (including any post-effective amendment thereof), proxy statement, or other document
                                            that includes any disclosure regarding this Confirmation or the Transaction without consulting
                                            with and reasonably considering any comments received from Seller, provided that, no consultation
                                            shall be required with respect to any subsequent disclosures that are substantially similar
                                            to prior disclosures by Counterparty that were reviewed by Seller.



 




    	12



    	 



    

 


	(g)	Waiver.
                                            The Counterparty hereby waives any violation of its “bulldog clause” and any
                                            other restrictions that would be caused by Seller entering into this Transaction.



 


	(h)	Indemnity.
                                            The Counterparty, including 8i until the Business Combination and the Combined Company
                                            following the closing of the Business Combination shall jointly and severally indemnify Seller
                                            for any and all claims, fees, losses and liabilities that arise out of Seller’s regulatory
                                            filings related to this Transaction.



 


	(i)	Disclosure.
                                            The Counterparty shall preview with Seller all public disclosure relating to the Transaction
                                            and shall consult with Seller to ensure that such public disclosure, including the Form 8-K
                                            that announces the Transaction adequately discloses the material terms and conditions of
                                            the Transaction in form and substance reasonably acceptable to Seller (the “8-K Filing”);
                                            provided that the 8-K Filing shall be publicly filed within one (1) Business Day after the
                                            date of this Confirmation (the “Cleansing Deadline”) to ensure that Seller is
                                            not in possession of material non-public information as a result of the transactions outlined
                                            herein. From and after the Cleansing Deadline, the Counterparty shall have disclosed all
                                            material, non-public information (if any) provided to the Seller by the Counterparty or any
                                            of its subsidiaries or any of their respective officers, directors, employees or agents in
                                            connection with the transactions contemplated hereby or the Business Combination. In addition,
                                            effective upon the Cleansing Deadline, the Counterparty acknowledges and agrees that any
                                            and all confidentiality or similar obligations under any agreement, whether written or oral,
                                            between the Counterparty, any of its subsidiaries or any of their respective officers, directors,
                                            affiliates, employees or agents, on the one hand, and the Seller or any of its affiliates,
                                            on the other hand, shall terminate. The Counterparty shall not, and the Counterparty shall
                                            cause each of its subsidiaries and each of its and their respective officers, directors,
                                            employees and agents not to, provide the Seller with any material, non-public information
                                            regarding the Counterparty or any of its subsidiaries from and after the date hereof without
                                            the express prior written consent of the Seller (which may be granted or withheld in the
                                            Seller’s sole discretion). Without the prior written consent of the Seller (which may
                                            be granted or withheld in the Seller’s sole discretion), the Counterparty shall not
                                            (and shall cause each of its subsidiaries and affiliates to not) disclose the name of Seller
                                            in any filing, announcement, release or otherwise. Notwithstanding anything contained in
                                            this Confirmation to the contrary and without implication that the contrary would otherwise
                                            be true, the Counterparty expressly acknowledges and agrees that the Seller shall not have
                                            any duty of confidentiality with respect to, or a duty not to trade on the basis of, any
                                            material, non-public information regarding the Counterparty or any of its subsidiaries.



 


	(j)	Listing.
                                            The Counterparty agrees to use its best efforts to maintain the listing of the Shares on
                                            a national securities exchange; provided that if the Shares cease to be listed on a national
                                            securities exchange or upon the filing of a Form 25 Seller may terminate this agreement and
                                            shall be entitled to the Break-up Fees, which shall be due and payable immediately following
                                            the occurrence of the termination of this agreement.



 


	(k)	Regulatory
                                            Filings. Seller covenants that it will make all regulatory filings that it is required
                                            by law or regulation to make with respect to the Transaction including, without limitation,
                                            as may be required by Section 13 or Section 16 under the Exchange Act and, assuming the accuracy
                                            of Counterparty’s Repurchase Notices (as described under “Repurchase Notices”
                                            below) any sales of the Recycled Shares will be in compliance therewith.



 


	(l)	MFN.
                                            Counterparty will not, after the Trade Date, directly or indirectly, enter into any share
                                            prepaid forward transaction (or other transaction similar to, or with a similar effect, as
                                            applicable, as this agreement, and/or any amendment, modification or waiver to any share
                                            prepaid forward transaction) (each, an “Other Transaction”) with any terms or
                                            conditions more favourable to the parties in such Other Transaction than the terms and conditions
                                            set forth herein. If, and whenever on or after the date hereof, the Counterparty enters into
                                            an Other Transaction, then (i) the Counterparty shall provide notice thereof to the Seller
                                            immediately following the occurrence thereof and (ii) in addition to any other remedies of
                                            the Seller in law or equity, the terms and conditions of this agreement shall be, without
                                            any further action by the Seller or the Counterparty, automatically amended and modified
                                            in an economically and legally equivalent manner such that the Seller shall receive the benefit
                                            of the more favorable terms and/or conditions (as the case may be) set forth in such Other
                                            Transaction, provided that upon written notice to the Counterparty at any time the Seller
                                            may elect not to accept the benefit of any such amended or modified term or condition, in
                                            which event the term or condition contained in this agreement shall apply to the Seller as
                                            it was in effect immediately prior to such amendment or modification as if such amendment
                                            or modification never occurred with respect to the Seller. The provisions of this paragraph
                                            shall apply similarly and equally to each Other Transaction.



 




    	13



    	 



    

 


	3.	Seller
                                            represents and warrants to, and covenants and agrees with Counterparty as of the date on
                                            which it enters into the Transaction and each other date specified that:



 


	(a)	Shorting.
                                            Seller (including its affiliates) agree with Counterparty that it will not effect any
                                            Short Sales in respect of the Shares prior to the earlier of a) the Maturity Date and b)
                                            the cancellation of the Transaction. The term “Short Sales” means all “short
                                            sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act,
                                            whether or not against the box, and all types of direct and indirect stock pledges, forward
                                            sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions”
                                            (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including
                                            on a total return basis).



 


Transactions
by Seller in the Shares


 


	(a)	Seller
                                            hereby waives the redemption rights (“Redemption Rights”) set forth in
                                            Article 25.4 of the Amended and Restated Memorandum and Articles of Association of Counterparty,
                                            as amended from time to time (the “Articles of Association”), in connection
                                            with the Business Combination with respect to Shares it acquires from third parties in the
                                            open market through a broker, or acquired in the Counterparty’s initial public offering,
                                            and identifies on the Pricing Date Notice (each, a “Third Party Shareholder”)
                                            who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption
                                            Rights during the period (the “Hedging Period”) beginning on the date
                                            of execution of this agreement and ending at the time reversals of redemptions in connection
                                            with the Business Combination are no longer permitted , except as required to not exceed
                                            the Excess Ownership Position. Following such date, Seller shall notify Counterparty of the
                                            Number of Shares. For the avoidance of doubt, Seller may sell or otherwise transfer, loan
                                            or dispose of any of the Shares or any other shares or securities of the Counterparty in
                                            one or more public or private transactions at any time. Any Recycled Shares sold by Seller
                                            during the term of the Transaction will cease to be included in the Number of Shares.



 


	(b)	Seller
                                            will give written notice to Counterparty of any sale of Recycled Shares by Seller within
                                            one (1) Local Business Day following the date of such sale, such notice to include the date
                                            of the sale and the number of Recycled Shares sold.



 


No
Arrangements


 


Seller
and Counterparty each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Seller and Counterparty
with respect to any Shares or the Issuer, other than those set forth herein; (ii) although Seller may hedge its risk under the Transaction
in any way Seller determines, Seller has no obligation to hedge with the purchase or maintenance of any Shares or otherwise; (iii) Counterparty
will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty will not
seek to influence Seller with respect to the voting of any Hedge Positions of Seller consisting of Shares.


 


Wall
Street Transparency and Accountability Act


 


In
connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties
hereby agree that neither the enactment of WSTAA or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made
by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the date
of this Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify,
amend or supplement this Confirmation or the ISDA Form, as applicable, arising from a termination event, force majeure, illegality, increased
costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the ISDA Form.


 




    	14



    	 



    

 


Address
for Notices


 


Notice
to Seller: 


 


Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B


c/o
Ayrton Capital LLC


55
Post Rd West, 2nd Floor


Westport,
CT 06880


Attention
Waqas Khatri, Marian Freidin


E-mail:
research@ayrtonllc.com; ops@ayrtonllc.com


 


Notice
to Counterparty: 


 


8i
Acquisition 2 Corp.


6
Eu Tong Sen Street


#08-13
Singapore 059817


mengdong38@yahoo.com


 


Following
the Closing of the Business Combination:


 


EUDA
Health Holdings Limited.


1
Pemimpin Drive #12-07, One Pemimpin 


Singapore
576151 


 


Notice
to EUDA: 


 


1
Pemimpin Drive #12-07, One Pemimpin 


Singapore
576151 


 


Other
Provisions.


 


	(c)	Rule
                                            10b5-1.



 


		(i)	Counterparty
                                            represents and warrants to Seller that Counterparty is not entering into the Transaction
                                            to create actual or apparent trading activity in the Shares (or any security convertible
                                            into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price
                                            of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose
                                            of inducing the purchase or sale of such securities or otherwise in violation of the Exchange
                                            Act, and Counterparty represents and warrants to Seller that Counterparty has not entered
                                            into or altered, and agrees that Counterparty will not enter into or alter, any corresponding
                                            or hedging transaction or position with respect to the Shares. Counterparty acknowledges
                                            that it is the intent of the parties that the Transaction comply with the requirements of
                                            paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”)
                                            and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c).



 


		(ii)	Counterparty
                                            agrees that it will not seek to control or influence Seller’s decision to make any
                                            “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under
                                            the Transaction, including, without limitation, Seller’s decision to enter into any
                                            hedging transactions. Counterparty represents and warrants that it has consulted with its
                                            own advisors as to the legal aspects of its adoption and implementation of this Confirmation
                                            and the Transaction under Rule 10b5-1.



 


		(iii)	Counterparty
                                            acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation
                                            must be effected in accordance with the requirements for the amendment or termination of
                                            a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the
                                            foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver
                                            or termination shall be made in good faith and not as part of a plan or scheme to evade the
                                            prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at
                                            any time at which Counterparty or any officer, director, manager or similar person of Counterparty
                                            is aware of any material non-public information regarding Counterparty or the Shares.



 




    	15



    	 



    

 


	(d)	Repurchase
                                            Notices. Counterparty shall, on any day on which Counterparty effects any repurchase
                                            of Shares, promptly give Seller a written notice of such repurchase (a “Repurchase
                                            Notice”), provided that Counterparty agrees that this information does not constitute
                                            material non-public information; provided further if this information shall be material non-public
                                            information, it shall publicly disclosed immediately. Counterparty agrees to indemnify and
                                            hold harmless Seller and its affiliates and their respective officers, directors, employees,
                                            affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”)
                                            from and against any and all losses (including losses relating to Seller’s hedging
                                            activities as a consequence of remaining or becoming a Section 16 “insider” following
                                            the closing of the Business Combination, including without limitation, any forbearance from
                                            hedging activities or cessation of hedging activities and any losses in connection therewith
                                            with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including
                                            reasonable attorney’s fees), joint or several, which an Indemnified Person may become
                                            subject to, as a result of Counterparty’s failure to provide Seller with a Repurchase
                                            Notice on the day and in the manner specified in this paragraph, and to reimburse, within
                                            thirty (30) days, upon written request, each of such Indemnified Persons for any reasonable
                                            legal or other expenses incurred in connection with investigating, preparing for, providing
                                            testimony or other evidence in connection with or defending any of the foregoing; provided,
                                            however, for the avoidance of doubt, Counterparty has no indemnification or other obligations
                                            with respect to Seller becoming a Section 16 “insider” prior to the closing of
                                            the Business Combination. If any suit, action, proceeding (including any governmental or
                                            regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
                                            Person as a result of Counterparty’s failure to provide Seller with a Repurchase Notice
                                            in accordance with this paragraph, such Indemnified Person shall promptly notify Counterparty
                                            in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel
                                            reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and
                                            any others Counterparty may designate in such proceeding and shall pay the fees and expenses
                                            of such counsel related to such proceeding. Counterparty shall not be liable for any settlement
                                            of any proceeding contemplated by this paragraph that is effected without its written consent,
                                            but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty,
                                            and following the closing of the Business Combination, the Combined Company, agrees to indemnify
                                            any Indemnified Person from and against any loss or liability by reason of such settlement
                                            or judgment. Counterparty shall not, without the prior written consent of the Indemnified
                                            Person, effect any settlement of any pending or threatened proceeding contemplated by this
                                            paragraph that is in respect of which any Indemnified Person is or could have been a party
                                            and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement
                                            includes an unconditional release of such Indemnified Person from all liability on claims
                                            that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified
                                            Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified
                                            Person or insufficient in respect of any losses, claims, damages or liabilities referred
                                            to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person
                                            thereunder, shall contribute to the amount paid or payable by such Indemnified Person as
                                            a result of such losses, claims, damages or liabilities. The remedies provided for in this
                                            paragraph are not exclusive and shall not limit any rights or remedies which may otherwise
                                            be available to any Indemnified Person at law or in equity. The indemnity and contribution
                                            agreements contained in this paragraph shall remain operative and in full force and effect
                                            regardless of the termination of the Transaction.



 




    	16



    	 



    

 


	(e)	Transfer
                                            or Assignment. The Seller may freely transfer or assign the rights and duties under
                                            this Confirmation. If at any time following the closing of the Business Combination at which
                                            (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable
                                            Share Limit (if any applies) (any such condition described in clause (A) or (B), and “Excess
                                            Ownership Position”), Seller is unable to effect a transfer or assignment of a
                                            portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller
                                            and within a time period reasonably acceptable to Seller such that no Excess Ownership Position
                                            exists, then Seller may designate any Exchange Business Day as an Early Termination Date
                                            with respect to a portion of the Transaction (the “Terminated Portion”),
                                            such that following such partial termination no Excess Ownership Position exists. In the
                                            event that Seller so designates an Early Termination Date with respect to a portion of the
                                            Transaction, a portion of the Shares with respect to the Transaction shall be delivered to
                                            Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction
                                            having terms identical to the Transaction and a Number of Shares equal to the number of Shares
                                            underlying the Terminated Portion. The “Section 16 Percentage” as of any
                                            day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator
                                            of which is the number of Shares that Seller and each person subject to aggregation of Shares
                                            with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder
                                            and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1)
                                            of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under
                                            Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller
                                            Group” ) and (B) the denominator of which is the number of Shares outstanding.



 


The
“Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be
aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a
“Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty
that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively
owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined
by Seller in its sole discretion.


 


The
“Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to
reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Seller
Person, or could result in an adverse effect on a Seller Person, under any Applicable Restriction, as determined by Seller in its sole
discretion, minus (B) 0.1% of the number of Shares outstanding.


 


	(f)	Indemnification.
                                            Counterparty agrees to indemnify and hold harmless Seller, its affiliates and its assignees
                                            and their respective directors, officers, employees, agents and controlling persons (each
                                            such person being an “Indemnified Party”) from and against any and all
                                            losses (but not including financial losses to an Indemnified Party relating to the economic
                                            terms of the Transaction provided that the Counterparty performs its obligations under this
                                            Confirmation in accordance with its terms), claims, damages and liabilities (or actions in
                                            respect thereof), joint or several, incurred by or asserted against such Indemnified Party
                                            arising out of, in connection with, or relating to, the execution or delivery of this Confirmation,
                                            the performance by Counterparty of its obligations under the Transaction, any breach of any
                                            covenant or representation made by Counterparty in this Confirmation or the ISDA Form, regulatory
                                            filings made by Counterparty related to the Transaction (other than as relates to any information
                                            provided by or on behalf of Seller or its affiliates), or the consummation of the transactions
                                            contemplated hereby; provided, however, that Counterparty has no indemnification obligations
                                            with respect to any loss, claim, damage, liability or expense related to the manner in which
                                            Seller sells, or arising out of any sales by Seller of, the Shares or any other Shares owned
                                            by Seller. Counterparty will not be liable under the foregoing indemnification provision
                                            to the extent that any loss, claim, damage, liability or expense is found in a nonappealable
                                            judgment by a court of competent jurisdiction to have resulted from Seller’s material
                                            breach of any covenant, representation or other obligation in this Confirmation or the ISDA
                                            Form or from Seller’s willful misconduct, gross negligence or bad faith in performing
                                            the services that are subject of the Transaction. If for any reason the foregoing indemnification
                                            is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified
                                            Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the
                                            amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or
                                            liability. In addition (and in addition to any other Reimbursement of Legal Fees and other
                                            Expenses contemplated by this Confirmation), Counterparty will reimburse any Indemnified
                                            Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and
                                            expenses) as they are incurred in connection with the investigation of, preparation for or
                                            defense or settlement of any pending or threatened claim or any action, suit or proceeding
                                            arising therefrom, whether or not such Indemnified Party is a party thereto and whether or
                                            not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty.
                                            Counterparty, and following the closing of the Business Combination, the Combined Company,
                                            also agrees that no Indemnified Party shall have any liability to Counterparty or any person
                                            asserting claims on behalf of or in right of Counterparty in connection with or as a result
                                            of any matter referred to in this Confirmation except to the extent that any losses, claims,
                                            damages, liabilities or expenses incurred by Counterparty result from such Indemnified Party’s
                                            breach of any covenant, representation or other obligation in this Confirmation or the ISDA
                                            Form or from the gross negligence, willful misconduct or bad faith of the Indemnified Party
                                            or breach of any U.S. federal or state securities laws or the rules, regulations or applicable
                                            interpretations of the Securities and Exchange Commission. The provisions of this paragraph
                                            shall survive the completion of the Transaction contemplated by this Confirmation and any
                                            assignment and/or delegation of the Transaction made pursuant to the ISDA Form or this Confirmation
                                            shall inure to the benefit of any permitted assignee of Seller.



 




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	(g)	Amendments
                                            to Equity Definitions.



 


		(i)	Section
                                            12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line
                                            thereof the word “or” after the word “official” and inserting a comma
                                            therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof and inserting
                                            the following words therefor “or (C) the occurrence of any of the events specified
                                            in Section 5(a)(vii)(1) through (9) of the ISDA Form with respect to that Issuer.”;



 


		(ii)	Section
                                            12.6(c)(ii) of the Equity Definitions is hereby amended by replacing the words “the
                                            Transaction will be cancelled,” in the first line with the words “Seller will
                                            have the right, which it must exercise or refrain from exercising, as applicable, in good
                                            faith acting in a commercially reasonable manner, to cancel the Transaction,”; and



 


		(iii)	Section
                                            12.9(b)(i) of the Equity Definitions is hereby amended by (i) replacing “either party
                                            may elect” with “Seller may elect” and (ii) replacing “notice to
                                            the other party” with “notice to Counterparty” in the first sentence of
                                            such section.



 


	(h)	Waiver
                                            of Jury Trial. Each party waives, to the fullest extent permitted by applicable law,
                                            any right it may have to a trial by jury in respect of any suit, action or proceeding relating
                                            to the Transaction. Each party (i) certifies that no representative, agent or attorney of
                                            either party has represented, expressly or otherwise, that such other party would not, in
                                            the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and
                                            (ii) acknowledges that it and the other party have been induced to enter into the Transaction,
                                            as applicable, by, among other things, the mutual waivers and certifications provided herein.



 


	(i)	Attorney
                                            and Other Fees. In the event of any legal action initiated by any party arising under
                                            or out of, in connection with or in respect of, this Confirmation or the Transaction, the
                                            prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses
                                            incurred in such action, as determined and fixed by the court.



 


	(j)	Tax
                                            Disclosure. Effective from the date of commencement of discussions concerning the
                                            Transaction, Counterparty and each of its employees, representatives, or other agents may
                                            disclose to any and all persons, without limitation of any kind, the tax treatment and tax
                                            structure of the Transaction and all materials of any kind (including opinions or other tax
                                            analyses) that are provided to Counterparty relating to such tax treatment and tax structure.



 


	(k)	Stock
                                            Splits and Similar Events. For the avoidance of doubt, upon the occurrence of any
                                            stock split, stock dividend, stock combination, recapitalization and/or any similar event
                                            with respect to the common stock of the Counterparty after the date hereof, any price set
                                            forth in the text of this agreement shall be appropriately adjusted proportionally with respect
                                            thereto to ensure no change to the economic deal set forth herein.



 


	(l)	Securities
                                            Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be
                                            (a) a “securities contract” as defined in the Bankruptcy Code, in which case
                                            each payment and delivery made pursuant to the Transaction is a “termination value,”
                                            “payment amount” or “other transfer obligation” within the meaning
                                            of Section 362 of the Bankruptcy Code and a “settlement payment,” within the
                                            meaning of Section 546 of the Bankruptcy Code, and (b) a “swap agreement” as
                                            defined in the Bankruptcy Code, with respect to which each payment and delivery hereunder
                                            or in connection herewith is a “termination value,” “payment amount”
                                            or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
                                            Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy
                                            Code and a “payment or other transfer of property” within the meaning of Sections
                                            362 and 546 of the Bankruptcy Code, and the parties hereto to be entitled to the protections
                                            afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and
                                            560 of the Bankruptcy Code, (ii) a party’s right to liquidate, terminate and accelerate
                                            the Transaction and to exercise any other remedies upon the occurrence of any Event of Default
                                            under the ISDA Form with respect to the other party to constitute a “contractual right”
                                            as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities
                                            or other property hereunder to otherwise constitute a “margin payment” or “settlement
                                            payment” and a “transfer” as defined in the Bankruptcy Code.



 


	(m)	Process
                                            Agent. For the purposes of Section 13(c) of the ISDA Form:



 


Seller
appoints as its Process Agent: None


 


Counterparty
appoints as its Process Agent: None.


 


[Signature
page follows]


 




    	18



    	 



    

 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it
to us at your earliest convenience.


 


	 	Very
    truly yours,
	 	 
	 	ALTO
    OPPORTUNITY MASTER FUND, SPC - SEGREGATED MASTER PORTFOLIO B
	 	 	 
	 	By:	/s/
    Waqas Khatri     
	 	Name:	Waqas Khatri
	 	Title:	Director


 


	Agreed
    and accepted by:	 
	 	 
	8i
    ACQUISITION 2 CORP.	 
	 	 	 
	By:	/s/
    Meng Dong (James) Tan	 
	Name: 	Meng
    Dong (James) Tan	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	EUDA
    HEALTH LIMITED.	 
	 	 	 
	By:	/s/
    Kelvin Chen Wei Wen	 
	Name:	Kelvin
    Chen Wei Wen	 
	Title:	Chief
    Executive Officer	 


 




    	19



    	 



    

 


Schedule
A


 


FORM
OF PRICING DATE NOTICE


 


Date:
[●], 2022


 


To:
8i Acquisition 2 Corp. (“Counterparty”)


 


Address:
6 Eu Tong Sen Street, #08-13 Singapore 059817


 


Phone:
+65-6788 0388


 


From:
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Seller”)


 


Re:
OTC Equity Prepaid Forward Transaction


 


1.
This Pricing Date Notice supplements, forms part of, and is subject to the Confirmation Re: OTC Equity Prepaid Forward Transaction dated
as of November [●], 2022 (the “Confirmation”) between Counterparty, EUDA and Seller, as amended and supplemented from
time to time. All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below.


 


2.
The purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and
Counterparty pursuant to the Confirmation.


 


Pricing
Date: [●], 2022


 


Number
of Recycled Shares:


 


Number
of Shares:


 


Number
of Additional Purchased Shares:


 




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