Exhibit 10.4


 


Agreed Form


 


ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT


 


among


 


MAGNUM OPUS ACQUISITION LIMITED


 


ASIA INNOVATIONS GROUP LIMITED


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated                 ,
20


 


THIS ASSIGNMENT, ASSUMPTION
AND AMENDMENT AGREEMENT (this “Agreement”), dated               , 20 , is made by and among Magnum Opus Acquisition Limited, a Cayman
Islands exempted company (“SPAC”), Asia Innovations Group Limited, a Cayman Islands exempted company (“AIG”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant
Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated March 23, 2021,
by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms
in the Existing Warrant Agreement.


 


WHEREAS, as of the date hereof
and pursuant to the Existing Warrant Agreement, (i) SPAC issued (a) 6,000,000 Private Placement Warrants to the Sponsor and
(b) 10,000,000 Public Warrants;


 


WHEREAS, on September
30, 2022, SPAC, AIG, and Connect Merger Sub, an exempted company incorporated with limited liability under the
laws of Cayman Islands and a wholly-owned subsidiary of AIG (“Merger Sub”) entered into an agreement and plan of
merger (as amended, modified or supplemented from time to time, the “Merger Agreement”);


 


WHEREAS, all of the Warrants
are governed by the Existing Warrant Agreement;


 


WHEREAS, pursuant to the
Merger Agreement, Merger Sub will merge with and into SPAC (the “Merger”), with SPAC surviving the Merger as a wholly-owned
subsidiary of AIG, and holders of SPAC ordinary shares shall become holders of Class A ordinary shares of AIG (the “AIG
Class A Ordinary Shares”);


 


WHEREAS, upon consummation
of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for SPAC
Class A ordinary shares but instead will be exercisable (subject to the terms of the Existing Warrant Agreement as amended hereby)
for AIG Class A Ordinary Shares;


 


WHEREAS, the board of directors
of SPAC has determined that the consummation of the transactions contemplated by the Merger Agreement will constitute a Business Combination;


 


WHEREAS, in connection with
the Merger, SPAC desires to assign all of its rights, titles, interests and obligations in and under the Existing Warrant Agreement to
AIG and AIG wishes to accept such assignment; and


 


WHEREAS, Section 9.8
of the Existing Warrant Agreement provides that SPAC and the Warrant Agent may amend the Existing Warrant Agreement without the consent
of any Registered Holders as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interests
of the Registered Holders under the Existing Warrant Agreement.


 






    	 	1	 



     


    

 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Assignment and Assumption; Consent.



 


		1.1	Assignment and Assumption.
                                            As of and with effect on and from the Closing (as defined in the Merger Agreement, the “Closing”),
                                            SPAC hereby assigns to AIG all of SPAC’s rights, titles, interests and obligations
                                            in and under the Existing Warrant Agreement (as amended hereby); and AIG hereby assumes,
                                            and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of
                                            SPAC’s liabilities and obligations under the Existing Warrant Agreement (as amended
                                            hereby) arising on, from and after the Closing.



 


		1.2	Consent. The Warrant Agent
                                            hereby consents to (i) the assignment of the Existing Warrant Agreement by SPAC to AIG
                                            pursuant to Section 1.1 and the assumption of the Existing Warrant Agreement by AIG
                                            from SPAC pursuant to Section 1.1, in each case effective as of the Closing, and (ii) the
                                            continuation of the Existing Warrant Agreement (as amended by this Agreement), in full force
                                            and effect from and after the Closing.



 


	2.	Amendment of Existing Warrant Agreement.
                                            Effective as of the Closing, SPAC and the Warrant Agent hereby amend the Existing Warrant
                                            Agreement as provided in this Section 2, and acknowledge and agree that the amendments
                                            to the Existing Warrant Agreement set forth in this Section 2 (i) are necessary
                                            and desirable and do not adversely affect the interests of the Registered Holders under the
                                            Existing Warrant Agreement and (ii) are to provide for the delivery of Alternative Issuance
                                            pursuant to Section 4.4 of the Existing Warrant Agreement (in connection with the Merger
                                            and the transactions contemplated by the Merger Agreement).



 


		2.1	References to the “Company”.
                                            All references to the “Company” in the Existing Warrant Agreement (including
                                            all Exhibits thereto) shall be references to AIG.



 


		2.2	References to “Class A
                                            ordinary shares”. All references to “Class A ordinary shares”
                                            in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to
                                            AIG Class A Ordinary Shares.



 


		2.3	References to Business Combination.
                                            All references to “Business Combination” in the Existing Warrant Agreement (including
                                            all Exhibits thereto) shall be references to the transactions contemplated by the Merger
                                            Agreement, and references to “the completion of the Business Combination” and
                                            all variations thereof in the Existing Warrant Agreement (including all Exhibits thereto)
                                            shall be references to the Closing.



 


		2.4	Notice Clause. Section 9.2
                                            of the Existing Warrant Agreement is hereby deleted and replaced with the following:



 


“Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent), as follows:


 


Asia Innovations Group Limited


111 North Bridge Road, #27-01 Peninsula Plaza, Singapore
179098

Attn: Andy Tian

E-mail: andy.tian@asiainnovations.net


 






     

     


    

 


with a copy (which shall not constitute
notice) to:


 


Kirkland & Ellis


26th Floor, Gloucester Tower, The Landmark


15 Queen’s Road Central, Hong Kong


Attention: David Zhang; Jesse Sheley; Joseph Raymond Casey


E-mail: david.zhang@kirkland.com; jesse.sheley@kirkland.com;


joseph.casey@kirkland.com


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer &
Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


	3.	Miscellaneous Provisions.



 


		3.1	Effectiveness of the Amendment.
                                            Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement
                                            shall be expressly subject to the occurrence of the Merger and substantially contemporaneous
                                            occurrence of the Closing and shall automatically be terminated and shall be null and void
                                            if the Merger Agreement shall be terminated for any reason.



 


		3.2	Successors. All the covenants
                                            and provisions of this Agreement by or for the benefit of AIG, SPAC or the Warrant Agent
                                            shall bind and inure to the benefit of their respective successors and assigns.



 


		3.3	Applicable Law and Exclusive
                                            Forum. The validity, interpretation, and performance of this Agreement shall be governed
                                            in all respects by the laws of the State of New York, without giving effect to conflicts
                                            of law principals or rules that would result in the application of the substantive laws
                                            of another jurisdiction. Subject to applicable law, each of AIG and SPAC hereby agrees that
                                            any action, proceeding or claim against it arising out of or relating in any way to this
                                            Agreement shall be brought and enforced in the courts of the State of New York or the United
                                            States District Court for the Southern District of New York, and irrevocably submits to such
                                            jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding
                                            or claim. Each of AIG and SPAC hereby waives any objection to such exclusive jurisdiction
                                            and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the
                                            provisions of this paragraph will not apply to suits brought to enforce any liability or
                                            duty created by the Exchange Act or any other claim for which the federal district courts
                                            of the United States of America are the sole and exclusive forum.



 


	 	 	Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed
    to have notice of and to have consented to the forum provisions in this Section 3.3. If any action, the subject matter
    of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York
    or the United States District Court for the Southern District of New York (a “foreign action”) in the name of
    any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and
    federal courts located within the State of New York or the United States District Court for the Southern District of New York in
    connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
    and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant
    holder’s counsel in the foreign action as agent for such warrant holder.



 






     

     


    

 


		3.4	Counterparts. This Agreement
                                            may be executed in any number of original or facsimile counterparts and each of such counterparts
                                            shall for all purposes be deemed to be an original, and all such counterparts shall together
                                            constitute but one and the same instrument. A signed copy of this Agreement delivered by
                                            facsimile, e-mail or other means of electronic transmission shall be deemed to have the same
                                            legal effect as delivery of an original signed copy of this Agreement.



 


		3.5	Effect of Headings. The
                                            section headings herein are for convenience only and are not part of this Agreement and shall
                                            not affect the interpretation thereof.



 


		3.6	Severability. This Agreement
                                            shall be deemed severable, and the invalidity or unenforceability of any term or provision
                                            hereof shall not affect the validity or enforceability of this Agreement or of any other
                                            term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
                                            or provision, the parties hereto intend that there shall be added as a part of this Agreement
                                            a provision as similar in terms to such invalid or unenforceable provision as may be possible
                                            and be valid and enforceable.



 


[Signature Pages Follow]


 






     

     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	MAGNUM OPUS ACQUISITION LIMITED,
    as SPAC
	 	 
	 	By:	            
	 	Name:
	 	Title:




 


[Signature Page to
Assignment, Assumption and Amendment Agreement]


 






     

     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	ASIA INNOVATIONS GROUP LIMITED,
    as AIG
	 	 
	 	By:	            
	 	Name:
	 	Title:




 


[Signature Page to
Assignment, Assumption and Amendment Agreement]


 






     

     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


  


	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	            
	 	Name:
	 	Title:




 


[Signature Page to Assignment, Assumption
and Amendment Agreement]