Exhibit 10.7


 


EXECUTION COPY


 


BTIG, LLC

65 E 55th Street

New York, New York, 10022 


September 26, 2022


 


Malacca Straits Acquisition Company Limited

Unit 601-2, St. George’s Building

2 Ice House Street

Central, Hong Kong

Attn: Gordon Lo, Chief Executive Officer


 


		Re:	Amendment to Underwriting Agreement



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain Underwriting
Agreement, dated as of July 14, 2020 (the “Underwriting Agreement”), by and between Malacca Straits Acquisition
Company Limited, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, a representative of the several
underwriters thereunder (the “Representative”). Capitalized terms used but not defined in this letter agreement
(this “Letter”) shall have the meanings given to such terms in the Underwriting Agreement.


 


On or about the date hereof,
the Company is entering into an Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”)
with Indiev, Inc, a California corporation (the “Target”), and certain other parties named therein, pursuant
to which Merger Agreement, subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions
contemplated thereby, the Company will consummate its initial Business Combination with the Target (the “Target Transaction”).


 


In contemplation of the Target
Transaction, the Company and the Representative hereby agree to amend the Underwriting Agreement as follows, in the case of Paragraphs
1 and 2 hereof, effective and conditioned upon the consummation of the Target Transaction and, in the case of Paragraph 3 hereof, effective
as of the date hereof (but only with respect to the Target Transaction, and in the event of the termination of the Merger Agreement in
accordance with its terms and the abandonment of negotiations with the Target and its subsidiaries, the amendment set forth in Paragraph
3 hereof shall no longer apply):


 


1.   Section
1.3 of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:


 


“1.3 Deferred
Underwriting Commission. The Representative agrees that an aggregate amount equal to One Million Five Hundred Thousand U.S.
Dollars ($1,500,000) (collectively, the “Cash Deferred Underwriting Commission”) will be deposited and held in
the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account
upon consummation of the Company’s initial Business Combination. In addition, upon the consummation of the Company’s
initial Business Combination, the Company (or, if applicable, the successor public company in such Business Combination (the
“Successor”)) will issue to the Representative 200,000 Class A Ordinary Shares of the Company (or equivalent
publicly traded common or ordinary shares of the Successor), subject to equitable adjustment for stock splits, stock dividends,
combinations, recapitalizations and the like after the date hereof, including to account for any equity securities into which such
shares are exchanged or converted (the “Representative Shares” and, together with the Cash Deferred Underwriting
Commission, the “Deferred Underwriting Commission”). Upon the issuance of the Representative Shares, the Company
will, and will cause the Sponsor to, add the Representative as a “Holder” party to the Registration Rights Agreement,
dated as of July 14, 2020 (as amended, the “Registration Rights Agreement”) with respect to the Representative
Shares, which will become “Registrable Securities” thereunder. In the event that the Company is unable to consummate a
Business Combination and CST&T, as the trustee of the Trust Account (in this context, the “Trustee”),
commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the
Representative shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Cash Deferred Underwriting
Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the
Public Shareholders.”


 


The Company and the Representative agree that
any reference in the Underwriting Agreement to the amount or type of consideration owed for the Deferred Underwriting Commission that
is inconsistent with the provisions of Section 1.3, as amended by this Paragraph 1, shall be deemed amended, effective as of the date
of this Letter, to be consistent with the provisions of Section 1.3, as amended by this Paragraph 1.


 








     


     


    

 


2.   Section
3.15 of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:


 


“3.15 Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination,
the Company agrees that it will cause the Trustee to pay the Cash Deferred Underwriting Commission directly from the Trust Account to
the Representative, cause the Representative Shares to be issued and cause the Representative to be added to the Registration Rights Agreement,
each in accordance with Section 1.3.”


 


3.   The
following new Sections 3.32 and 3.33 are hereby added to the Underwriting Agreement:


 


“3.32 IndiEV
Business Combination Securities Disclosure Documents. The Company agrees that at the time of
the applicable offer, issuance or distribution of any securities by any person in connection with the consummation of a Business Combination
between the Company and Indiev, Inc, a California corporation (“IndiEV”
and such Business Combination, the “IndiEV Business Combination”, and such securities, the “IndiEV Business
Combination Securities”), no registration statement, preliminary or final prospectus, proxy statement, tender offer document
or offering memorandum, including, without limitation, any document incorporated by reference into any of the foregoing, or any amendment
or supplement to any of the foregoing, filed with or furnished to the Commission in connection with the IndiEV Business Combination but
excluding any filing under Rule 425 of the Securities Act or Rule 14a-12 of the Exchange Act (each a “IndiEV Business
Combination Securities Disclosure Document”), in each case relating to such offer, issuance or distribution, will contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
made therein not misleading. The Company agrees that it will provide to the Representative notice of each material filing under Rule 425
of the Securities Act or Rule 14a-12 of the Exchange and each other form of material public communication about the IndiEV Business
Combination reasonably in advance of such filing or public communication. The Company further covenants that any projections provided
by it to the Underwriters or prepared by the Company and contained in any IndiEV Business Combination Securities Disclosure Document will
have been, to the knowledge of the Company, prepared by IndiEv in good faith and based upon assumptions which, in light of the circumstances
under which they are made, are reasonable.


 


3.33   Obligations
in Connection with IndiEV Business Combination. If the Underwriters may be deemed to be underwriters of any IndiEV Business Combination
Securities, either pursuant to the proposed rules issued by the Commission on March 30, 2022 relating to certain aspects of initial
public offerings by special purpose acquisition companies and their subsequent business combinations or otherwise, if requested by the
Representative, the following shall apply:


 


3.33.1 The Company
will furnish or arrange to have furnished to the Representative all information in the Company’s control concerning the Company,
IndiEV and its business, any entity that succeeds the Company as a public company in connection with the IndiEV Business Combination,
or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant”)
and the proposed IndiEV Business Combination that the Representative reasonably requests and will provide the Representative with reasonable
access to the officers, directors, employees, affiliates, appraisers, independent accountants, financial advisors, legal counsel and other
agents, consultants and advisors and properties of the Company, and use its reasonable best efforts to provide the same with respect to
the other Registrants, in each case, as reasonably requested by the Representative. The Company shall use its reasonable best efforts,
as reasonably requested by the Representative, to ensure that each Registrant and each Registrant’s representatives reasonably cooperate
with the reasonable requests by the Representative for such information and access.


 








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3.33.2 The Company
agrees to notify the Representative with respect to, and will use its reasonable best efforts to permit the Representative, at its request,
to participate in, all diligence sessions with any Registrant or its representatives and all drafting sessions in respect of any IndiEV
Business Combination Securities Disclosure Document, in each case, after the execution of the definitive agreement for the IndiEV Business
Combination (the “IndiEV BCA”).


 


3.33.3   The
Company shall provide drafts of all IndiEV Business Combination Securities Disclosure Documents to the Representative and its legal counsel
reasonably in advance of the filing by the Company (or, if such filing is to be made by a Registrant other than the Company, any filing
which is required to be approved by the Company) of any IndiEV Business Combination Securities Disclosure Document with the Commission
or the circulation by the Company after the execution of the IndiEV BCA of any IndiEV Business Combination Securities Disclosure Document
to any prospective investor, sufficient to allow the Representative and its legal counsel to request changes reasonably determined by
them to be reasonably necessary to such IndiEV Business Combination Securities Disclosure Document before its filing or circulation. The
Company shall not permit the filing with or furnishing by the Company to the Commission of any IndiEV Business Combination Securities Disclosure
Documents relating to the issuance of IndiEV Business Combination Securities without the prior written consent of the Representative,
which consent shall not unreasonably be withheld, delayed or conditioned.


 


3.33.4   Notwithstanding
any provision to the contrary herein, the Company agrees (i) that the Representative shall have the right to retain counsel and other
consultants and experts as it may deem necessary or desirable; (ii) that it shall use its reasonable best efforts to ensure that
each counsel to the Company and IndiEV provide customary negative assurance letters to the Underwriters on such dates and as reasonably
requested by the Representative in form and substance reasonably satisfactory to the Representative (provided, that (A) each counsel shall
only be required to provide assurances with respect to information provided by or on behalf of its client, (B) that no assurances will
be provided with respect to projections or the background of the business combination information contained in the IndiEV Business Combination
Securities Disclosure Documents and (C) the Representative’s counsel will also provide a similar negative assurance letter); (iii) that
it shall use its reasonable best efforts to ensure that each accounting firm or firms that were retained by the Company or by a Registrant
other than the Company and that have audited any financial statements set forth in any IndiEV Business Combination Securities Disclosure
Document provide “comfort letters” to the Underwriters pursuant to AU 634 of the Public Company Accounting Oversight Board
as of such dates and as reasonably requested by the Representative; (iv) that the Representative shall have the right to require
that the Company provide (and, with respect to Registrants other than the Company, the Company shall use its reasonable best efforts to
ensure that each such Registrants provide) such other certificates as the Representative may reasonably request; and (v) that the
Representative shall have the right to require that the Company take (and, with respect to Registrants other than the Company, the Company
shall use its reasonable best efforts to ensure that each such Registrant take) any other actions reasonably requested by the Representative.


 








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3.33.5   The
Company agrees that under the provisions set forth in Section 5, the Company will indemnify and hold harmless each of the Underwriters
and their affiliates, and each of their respective directors, officers, agents, partners, members and employees and each person, if any,
who controls within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act any Underwriter (collectively, the “Indemnified
Parties”) against any and all loss, liability, claim, damage and expense whatsoever as incurred to which they or any of them
may become subject under the Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries,
arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the IndiEV Business Combination
Securities Disclosure Documents or the omission or alleged omission from the IndiEV Business Combination Securities Disclosure Documents
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, and to reimburse each Indemnified Party for any and all expenses (including the fees and disbursements
of counsel chosen by the Underwriters) as such expenses are incurred in connection with investigating, defending, settling, compromising
or paying any such loss, claim damage, liability, expense or action, whether or not any such person is a party to any such claim or action
and including any and all reasonable legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena
or otherwise. The obligations set forth in this Section 3.33.5 shall survive the IndiEV Business Combination and any termination of this
Agreement. For the avoidance of doubt, this Section 3.33.5 is supplemental to Section 5, but shall be subject to the same limitations
and provisions set forth in Section 5.


 


3.33.6   Prior
to the consummation of the IndiEV Business Combination, if the Company is not to be the continuing public company upon the consummation
thereof, the Company shall use its reasonable best efforts to ensure that the continuing public company upon the consummation of the IndiEV
Business Combination agrees to execute and deliver to the Underwriters a joinder agreement, in form and substance reasonably satisfactory
to the Representative, pursuant to which it shall join this Agreement as a signatory and a party and thus to be subject to all of the
terms and conditions of this Agreement.


 


3.33.7   The
Company acknowledges and agrees that nothing in this Section 3.33 shall be interpreted to obligate the Underwriters to take any action,
or to refrain from taking any action, in connection with the IndiEV Business Combination and any such actions will be undertaken by each
Underwriter, in respect of itself, in its sole discretion and only pursuant to a separate, definitive written agreement between such Underwriter
and the Company or another Registrant.”


 


The terms of this Letter shall
be interpreted, enforced, governed by and construed in a manner consistent with the provisions of the Underwriting Agreement. Except as
expressly provided in this Letter, all of the terms and provisions in the Underwriting Agreement are and shall remain in full force and
effect, on the terms and subject to the conditions set forth therein. This Letter does not constitute, directly or by implication, an
amendment, modification or waiver of any provision of the Underwriting Agreement, or any other right, remedy, power or privilege of any
party to the Underwriting Agreement, except as expressly set forth herein. Any reference to the Underwriting Agreement in the Underwriting
Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter
mean the Underwriting Agreement, as amended or modified by this Letter (or as the Underwriting Agreement may be further amended or modified
after the date hereof in accordance with the terms thereof).


 









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Please acknowledge your agreement
and acceptance to the foregoing by signing below and returning it to the undersigned at your earliest convenience.


 


	 	Very truly yours,
	 	 
	 	BTIG, LLC
	 	 
	 	By: 	/s/ Matt Clark
	 	Name: 	Matt Clark
	 	Title:	COO



 


	Accepted and agreed as of September 26, 2022:
	 	 
	MALACCA STRAITS ACQUISITION COMPANY LIMITED
	 	 
	By:	/s/ Gordon Lo	 
	Name: 	Gordon Lo	 
	Title: 	Chief Executive Officer and President	 



 


{Signature Page to Amendment to Underwriting
Agreement}


 


 


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