Exhiit 10.1


 


October 12, 2021


 


Fat Projects Acquisition Corp


27 Bukit Manis Road


Singapore, 099892


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”)
and EF HUTTON, division of Benchmark Investments, LLC, as representative (the “Representative”) of the underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including
up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised
of one Class A ordinary share, having a par or nominal value of US $0.0001 per share, of the Company (the “Ordinary Shares”),
and one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase
one Ordinary Share at a price of US $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to
a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the
U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined
in Paragraph 11 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Fat Projects SPAC Pte. Ltd. (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors, management team and/or senior
advisory board (each, an “Insider” and collectively, the “Insiders”), hereby agrees
with the Company as follows:


 


1.            The
Sponsor and each Insider agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, it, he or she shall (i) vote all Founder Shares and any Ordinary Shares owned by it, him or her
in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with
such shareholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider
agrees that it, he or she will not seek to sell its, his or her Ordinary Shares to the Company in connection with such tender offer.


 






    


     


    

 


2.            The
Sponsor and each Insider hereby agree that in the event that the Company fails to consummate a Business Combination within 12 months
from the date of the closing of the Public Offering (or 15 months if the
Company has filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months
from the consummation of this offering but has not completed the initial business combination within such 12-month period, or up to
21 months if the Company extends the period of time to consummate a business combination, as described in more detail in the
Prospectus, or as extended by the Company’s shareholders in accordance with its Charter), the Sponsor and each Insider
shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less
up to US $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which
redemption will completely extinguish all Public Shareholders’ rights as shareholders of the Company (including the right to
receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of
directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the
Company’s Charter that would modify (i) the substance or timing of the Company’s obligation to redeem 100% of the
Offering Shares if the Company does not complete a Business Combination within 12 months from the date of the closing of the Public
Offering (or 15 months if the Company has filed a proxy statement,
registration statement or similar filing for an initial business combination within 12 months from the consummation of this offering
but has not completed the initial business combination within such 12-month period, or up to 21 months if the Company extends the
period of time to consummate a business combination, as described in more detail in the Prospectus, or as extended by the
Company’s shareholders in accordance with its Charter) or (ii) the other provisions relating to
shareholders’ rights or pre-initial business combination activities, unless the Company provides its Public Shareholders with
the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of amounts released for
payment of taxes) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its
redemption rights with respect to Ordinary Shares and Founder Shares owned by it in connection with a shareholder vote to approve an
amendment to the Company’s Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within 12 months from the date of the closing of the
Public Offering (or 15 months if the Company has filed a proxy statement,
registration statement or similar filing for an initial business combination within 12 months from the consummation of this offering
but has not completed the initial business combination within such 12-month period, or up to 21 months if the Company extends the
period of time to consummate a business combination, as described in more detail in the Prospectus, or as extended by the
Company’s shareholders in accordance with its Charter)or (B) with respect to any other provision relating to
shareholders’ rights or pre-initial business combination activity. The Sponsor and each Insider acknowledge that it, he
or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and
each Insider hereby further waive, with respect to any Founder Shares and Offering Shares held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without
limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or in the context of
a tender offer made by the Company to purchase Ordinary Shares (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a
Business Combination within 12 months from the date of the closing of the Public Offering (or 15
months if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination
within 12 months from the consummation of this offering but has not completed the initial business combination within such 12-month
period, or up to 21 months if the Company extends the period of time to consummate a business combination, as described in more
detail in the Prospectus, or as extended by the Company’s shareholders in accordance with its Charter)).


 








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3.            During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any Units,
Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or
her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, Founder Shares and Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable
for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this
Paragraph 3 or Paragraph 7 below, the Company shall announce the impending release or waiver by press release through a
major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall
only be effective two business days after the publication date of such press release. The provisions of this Paragraph will not apply
if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be
bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the
time of the transfer.


 


4.            In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as
a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered or products
sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination (a “Target”); provided, however, that such
indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for
services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce
the amount of funds in the Trust Account to below (i) US $10.00 per share of the Offering Shares or (ii) such lesser amount
per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation
of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to
pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to
the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933. In the event that any such executed waiver is deemed to be unenforceable against such third
party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right
to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written
receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 






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5.            To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to automatically surrender to the
Company for no consideration, for cancellation at no cost, a number of Founder Shares in the aggregate equal to the product of 375,000
multiplied by a fraction, (i) the numerator of which is 1,500,000 minus the number of Units purchased by the Underwriters upon the
exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The surrender will be adjusted to the extent
that the over-allotment option is not exercised in full by the Underwriters so that the number of Founder Shares will equal of 20% of
the sum of total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor
and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect
a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation
of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares
and Founder Shares outstanding at such time.


 


6.            The
Sponsor and each Insider hereby agree and acknowledge that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations, as applicable, under Paragraphs 1, 2,
3, 4, 5, 6, 7(a), 7(b), and 9 of this Letter Agreement, (ii) monetary damages may
not be an adequate remedy for such breach, and (iii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.            (a)          The
Sponsor and each Insider agree that it or he shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof)
until the earlier of (A) six months after the date of the Company’s initial Business Combination or (B) subsequent to
the Company’s initial Business Combination, (x) if the reported last sale price of the Ordinary Shares equals or exceeds US
$12.00 per share (as adjusted for share subdivisions, share dividends, right issuances, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar
transaction that results in all of our shareholders having the right to exchange their shares for cash, securities or other property (the
“Founder Shares Lock-up Period”).


 






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(b)            The
Sponsor and each Insider agree that it, he or she shall not Transfer any Private Placement Warrants or Ordinary Shares issued or issuable
upon the exercise of the Private Placement Warrants, until 30 days after the completion of the initial Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)            Notwithstanding
the provisions set forth in Paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Warrants and
Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares that are held
by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Paragraph 7(c)), are permitted
(a) to the Company’s officers, directors or advisor, any affiliate or family member of any of the Company’s officers,
directors or advisor or any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to
a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater
than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the
completion of an initial Business Combination; (g) by virtue of the laws of Cayman Islands or the Sponsor’s organizational
documents upon liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the
consummation of an initial Business Combination, or (i) in the event of the Company’s liquidation, merger, share exchange,
reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their
Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination;
provided, however, that in the case of clauses (a) through (e), these permitted transferees must enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement
(including provisions relating to voting, the Trust Account and liquidating distributions).


 


8.            The
Sponsor and each Insider represent and warrant that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in
all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represent and warrant that: it, he or she
is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal
proceeding. The Company represents and warrants that, to its knowledge, (i) none of its advisors has been suspended or expelled from
membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked, (ii) each advisor’s biographical information furnished to the Company (including any such information
included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to such advisor’s
background and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its
advisors is subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist
or refrain from any act or practice relating to the offering of securities in any jurisdiction; and (iii) none of its advisors has
been convicted of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling
of funds of another person, or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant
in any such criminal proceeding.


 






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9.              (a)         Except
as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent to
the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Commission), neither the
Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any affiliate thereof shall
receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial
Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the
proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to
an aggregate of US $300,000 made to the Company by Fat Projects SPAC Pte. Ltd.; reimbursement for any out-of-pocket expenses related to
identifying, investigating and consummating an initial Business Combination; payment to an affiliate of the Sponsor of US $10,000 per
month, for up to 12 months, for office space, utilities and secretarial and administrative support; and repayment of non-interest bearing
loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s
officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the
Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used
by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to US $1,500,000
of such loans may be convertible into warrants, at a price of US $1.00 per warrant at the option of the lender, upon consummation of the
initial Business Combination. The warrants would be identical to the Private Placement Warrants.


 


10.            The
Sponsor and each Insider, represent and warrant to the Company that it, she or he has full right and power, without violating any agreement
to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or
former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer, a director on the board of directors,
and/or an advisor on the Senior Advisory Board, of the Company and hereby consents to being named in the Prospectus as an officer, a director,
and/or an advisor, of the Company.


 






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11.            As
used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder Shares”
shall mean the 2,875,000 Class B ordinary shares, having a par or nominal value of US $0.0001 per share, initially held by the Sponsor
(up to 375,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised
in full by the Underwriters); (iii) “Initial Shareholders” shall mean the Sponsor and any other holder
of Founder Shares immediately prior to the Public Offering; (iv) “Private Placement Warrants” shall mean
the Warrants to purchase up to 1,357,500 Ordinary Shares (or up to 1,432,500 Ordinary Shares if the over-allotment option is exercised
in full) that will be acquired by the Sponsor for an aggregate purchase price of US $2,715,000 (or
up to US $2,865,000 if the Underwriters exercise their option to purchase additional units), or US $1.00 per Warrant, in a private placement
that shall close simultaneously with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion thereof);
(v) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vi) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private
Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale or assignment of,
offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any
transaction specified in clause (a) or (b), and (viii) “Charter” shall mean the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended and/or restated from time to time.


 


12.            This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 


13.            No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this Paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


14.            Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 






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15.            This
Letter 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.


 


16.            This
Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.            This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that
such courts represent an inconvenient forum.


 


18.            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.


 


19.            This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by October 31, 2021; provided further that Paragraph 4 of this Letter Agreement shall survive such
liquidation.


 


[Signature Pages Follow]


 









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	 	Sincerely,
	 	 
	 	Fat Projects Acquisition Corp
	 	 
	 	By: 	/s/ David Andrada
	 	 	Name: David Andrada
	 	 	Title: Chief Executive Officer
	 	 
	 	Fat Projects SPAC Pte. Ltd.
	 	 
	 	By: 	/s/ David Andrada
	 	 	Name: David Andrada
	 	 	Title: Director
	 	 
	 	 
	 	/s/
    David Andrada
	 	 	David Andrada
	 	 
	 	 
	 	/s/Tristan Lo
	 	 	Tristan Lo
	 	 
	 	 
	 	/s/ Nils Michaelis
	 	 	Nils Michaelis
	 	 
	 	 
	 	/s/ Abel Martins Alexandre
	 	 	Abel Martins Alexandre
	 	 
	 	 
	 	/s/
    Tina Wyer
	 	 	Tina Wyer
	 	 
	 	 
	 	/s/Stanton Sugar
	 	 	Stanton Sugarman
	 	 
	 	 
	 	/s/ Samir Addamine
	 	 	Samir Addamine



 






    


     


    

 


	 	/s/ Alex Bono
	 	 	Alex Bono
	 	 
	 	 
	 	/s/ Alan Beattie
	 	 	Alan Beattie
	 	 
	 	 
	 	/s/ Jonathan Cohen
	 	 	Jonathan Cohen
	 	 
	 	 
	 	/s/ Shinta Dhanuwardoyo
	 	 	Shinta Dhanuwardoyo
	 	 
	 	 
	 	/s/ Ziad Kabbara
	 	 	Ziad Kabbara
	 	 
	 	 
	 	/s/ Axel Winter
	 	 	Axel Winter



 


[Signature Page to Letter Agreement]