Exhibit
10.4


 


LOCK-UP
AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Agreement”) is dated as of _________, 2022 by and between Watermark Developments Limited,
a British Virgin Islands Company (the “Holder”) and 8i Acquisition 2 Corp., a British Virgin Islands company (the
“Parent”).


 


A. Parent,
the Holder, Euda Health Limited, British Virgin Islands company (the “Company”) and _______________, entered into
a Stock Purchase Agreement dated as of _________, 2022 (the “SPA”). Capitalized terms used, but not otherwise defined
herein, shall have the meanings ascribed to such terms in the SPA.


 


B. Pursuant
to the SPA, Parent will become the 100% stockholder of the Company.


 


C. The
Holder is the record and/or beneficial owner of all of the issued and outstanding Company Ordinary Shares, which pursuant to the SPA
will be purchased by the Parent for the Purchase Price.


 


D. As
a condition of, and as a material inducement for Parent to enter into and consummate the transactions contemplated by the SPA, the Holder
has agreed to execute and deliver this Agreement.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1. Lock-Up.


 


(a) Subject
to Section 1(b) below, during the Lock-up Period, the Holder agrees that it will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect,
or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership
of the Lock-up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into
any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to the Lock-up Shares.


 


(b) In
furtherance of the foregoing, during the Lock-up Period, the Parent will (i) place a stop order on all the Lock-up Shares, including
those which may be covered by a registration statement, and (ii) notify the Parent’s transfer agent in writing of the stop order
and the restrictions on the Lock-up Shares under this Agreement and direct the Parent’s transfer agent not to process any attempts
by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.


 


(c) For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of
direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total
return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


(d) The
term “Lock-up Period” means the date that is one year after the Closing Date.


 


2. Beneficial
Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined
in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any Parent Ordinary Shares,
or any economic interest in or derivative of such shares, other than those Parent Ordinary Shares issued pursuant to the SPA. For purposes
of this Agreement, the Parent Ordinary Shares issued in connection with Transaction beneficially owned by the Holder, together with any
other Parent Ordinary Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive
Parent Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares,”
provided, however, that such Lock-up Shares shall not include Parent Ordinary Shares acquired by such Holder in open market
transactions during the Lock-up Period.


 




    	 



    	 



    

 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions
to the Holder’s direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or
to the estates of any of the foregoing; (b) transfers to the Holder’s officers, directors or their affiliates, (c) pledges of Lock-up
Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Holder, provided,
however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued
by multiple issuers, (d) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation
or other transaction involving a change of control of Parent; provided, however, that in the event that such tender offer,
merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall
remain subject to this Agreement, (e) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act;
provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period; provided,
however, that, in the case of any transfer, it shall be a condition to any such transfer that (i) the transferee/donee agrees
to be bound by the terms of this Agreement to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor,
donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities
Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily
make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.


 


3. Representations
and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants
to the other that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations
under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is a binding and enforceable obligation
of such party and, enforceable against such party in accordance with the terms of this Agreement, and (c) the execution, delivery and
performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement,
contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound. The
Holder has independently evaluated the merits of its decision to enter into and deliver this Agreement, and Holder confirms that it has
not relied on the advice of Company, Company’s legal counsel, or any other person.


 


4. No
Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment
or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.


 


5.
Notices. All notices, requests, instructions,
consents, claims, demands, waivers, approvals and other communications to be given or made hereunder by one or more Parties to one or
more of the other Parties shall, unless otherwise specified herein, be in writing and shall be deemed to have been duly given or made
on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day
(or otherwise on the next succeeding Business Day) if (a) served by personal delivery or by a nationally recognized overnight courier
service upon the Party or Parties for whom it is intended, (b) delivered by registered or certified mail, return receipt requested, or
(c) sent by email. Such communications shall be sent to the respective Parties at the following street addresses or email addresses or
at such other street address or email address for a Party as shall be specified for such purpose in a notice given in accordance with
this Section 5:


 


If
to Company, to:


 


1
Pemimpin Drive


#02-02
One Pemimpin


Singapore
576152


Attention:
Mr. Kelvin Chen Wei Wen


Email:
[*]


 




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


 


[*]


Attention:
[*]


Email:
[*]


 


if
to Holder, to:


 


[Address]


Attention:
[*]


Email:
[*]


 


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


 


[Address]


Attention:
[*]


Email:
[*]


 


if
to Parent, to:


 


6
Eu Tong Sen Street


#08-13
Central


Singapore
059817


Attention:
Mr. James Tan Meng Dong


Email:
mengdong38@yahoo.com


 


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


 


Loeb
& Loeb LLP


345
Park Avenue, 19th Floor


New
York, NY 10154


Attention:
Mitchell Nussbaum


Email:
mnussbaum@loeb.com


 


6. Enumeration
and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control
or affect the meaning or construction of any of the provisions of this Agreement.


 


7. Counterparts.
This Agreement may be executed in any number of original, electronic 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. This
Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original,
photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other
parties.


 


8. Successors
and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to
the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this
Agreement is entered into for the benefit of and is enforceable by Company and its successors and assigns. No party hereto may, except
as set forth herein, assign either this Agreement or any of its rights, interests, or obligations hereunder, including by merger, consolidation,
operation of law or otherwise, without the prior written consent of the other parties. Any purported assignment or delegation 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.


 


9. Severability.
This Agreement shall be deemed severable, and a determination by a court or other legal authority that any provision that is not
of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of this Agreement or of any other
term or provision hereof. Furthermore, the parties shall cooperate in good faith to substitute (or cause such court or other legal authority
to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid or unenforceable provision
as may be possible and be valid and enforceable.


 




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10. Entire
Agreement; Amendment. This Agreement and the other agreements referenced herein constitute the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersede all prior and contemporaneous understandings and agreements
related hereto (whether written or oral), to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. No provision of this Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct
or course of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent to the effectiveness
of any provision hereof. This Agreement may not be changed, amended or modified as to any particular provision, except by a written instrument
executed by all parties hereto, and cannot be terminated orally or by course of conduct. No provision hereof can be waived, except by
a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance
in which such waiver shall have been given.


 


11. Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as may reasonably be considered within the scope of such
party’s obligations hereunder, in order to carry out the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.


 


12. No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


13.
Forum; Waiver of Jury Trial.


 


(a) Each
of the Parties agrees that: (i) it shall bring any Proceeding in connection with, arising out of or otherwise relating to this Agreement,
any agreement, certificate, instrument or other document delivered pursuant to this Agreement or the Transaction exclusively in the courts
of the State of New York located in the Borough of Manhattan; provided that if subject matter jurisdiction over the Proceeding
is vested exclusively in the United States federal courts, then such Proceeding shall be heard in the United States District Court for
the Southern District of New York (the “Chosen Courts”); and (ii) solely in connection with such Proceedings,
(A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) it waives any objection to the
laying of venue in any Proceeding in the Chosen Courts, (C) it waives any objection that the Chosen Courts are an inconvenient forum
or do not have jurisdiction over any Party, (D) mailing of process or other papers in connection with any such Proceeding in the manner
provided in Section 5 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and
(E) it shall not assert as a defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 13 or that
any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts.


 


(b) EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, ARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT,
ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTION, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING
TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTION. EACH PARTY HEREBY ACKNOWLEDGES
AND CERTIFIES (i) THAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD
NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER, (iii) IT MAKES THIS WAIVER VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTION,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, ACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 13(b).


 


14. Governing
Law. This Agreement, and any claims or Proceedings arising out of this Agreement or the subject matter hereof (whether at law or
equity, in contract or in tort or otherwise), shall be governed by and construed in accordance with the laws of the State of New York
without regard to the conflict of law principles thereof (or any other jurisdiction) to the extent that such principles would direct
a matter to another jurisdiction.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 





	 	8i Acquisition 2 Corp.
	 	 	                
	 	By:	 
	 	Name:	[●]
	 	Title:	[●]
	 	 	 
	 	Watermark Developments Limited
	 	 	 
	 	By:	 
	 	Name:	[●]
	 	Title:	[●]