Exhibit
10.2


 


First
Amendment to 


Amended
and Restated Registration Rights Agreement


 


This
First Amendment to the Amended and Restated Registration Rights Agreement (this “Amendment”), dated as of November
30, 2022, is made and entered into by and among EUDA Health Holdings Limited (formerly known as 8i Acquisition 2 Corp.), a British Virgin
Islands business company (the “Company”), and each of the undersigned Investors and Noteholders (as such terms
are defined below).


 


recitals


 


WHEREAS,
the Company and 8i Holdings 2 Pte. Ltd. (“8iH2”) are parties to a certain Registration Rights Agreement, dated
November 22, 2021 (the “Original Registration Rights Agreement”), pursuant to which the Company granted 8iH2
certain registration rights with respect to certain securities of the Company, as set forth therein; and


 


WHEREAS,
the Company and 8iH2, Meng Dong (James) Tan, Guan Hong (William) Yap, Alexander Arrow, Kwong Yeow Liew, Ajay Rajpal, Watermark Developments
Limited (“Watermark”) and Menora Capital Pte Ltd. (together, the “Initial Investors”)
are parties to a certain Amended and Restated Registration Rights Agreement, dated November 17, 2022 (the “A&R Registration
Rights Agreement”), pursuant to which the Company granted the Initial Investors certain registration rights with respect
to certain securities of the Company, as set forth therein; and


 


WHEREAS,
the Company and Loeb & Loeb LLP (“Loeb”) are parties to a certain Joinder Agreement, dated November 17,
2022, pursuant to which Loeb became a party to the A&R Registration Rights Agreement; and


 


WHEREAS,
upon the closing of the Business Combination between the Company and EUDA Health Limited (the “Closing”), certain
securities of the Company were issued to Watermark, Meng Dong (James) Tan, Wilke Services Limited (“Wilke”),
DGJ Keet Investments Limited (“DGJ”), Chan Fook Meng and Chee Yin Meh; and


 


WHEREAS,
the Company has agreed to grant to Loeb, Wilke, DGJ, Chan Fook Meng and Chee Yin Meh (the “Additional Investors”
and together with the Initial Investors, the “Investors”) certain registration rights with respect to certain
securities of the Company issued at Closing which are set forth on Schedule A hereto; and


 


WHEREAS,
the Company issued certain Convertible Promissory Notes dated November 17, 2022 as set forth on Schedule B hereto (collectively,
the “Notes”) to each of Loeb, Maxim Group LLC, 8iH2, Menora Capital Pte. Ltd., Shine Link Limited, and Meng
Dong (James) Tan (together, the “Noteholders”) which may entitle each such Noteholder to ordinary shares of
the Company upon conversion of such Notes subject to the terms of each such Note; and


 


WHEREAS,
the undersigned hereby acknowledge and agree that, upon execution of this Amendment, the Additional Investors and Noteholders shall each
become a party to the A&R Registration Rights Agreement and shall be entitled to all of the rights, benefits, privileges, terms,
conditions and covenants of the A&R Registration Rights Agreement as though an original party thereto; and


 




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WHEREAS,
the Company, the Investors, and the Noteholders desire to amend the A&R Registration Rights Agreement as set forth herein to extend
the Filing Date.


 


NOW
THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:


 


agreement


 


1. Definitions.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the A&R Registration Rights Agreement.


 


2. Amendment
to Filing Date. The definition of “Filing Date” in Section 1 of the A&R Registration Rights Agreement
is hereby amended and restated as follows:


 


“Filing
Date” shall mean the date on which the Company files the Registration Statement with the Commission pursuant to Section
2.1.1, which date shall be no later than December 23, 2022.


 


3. Amendment
to Registrable Securities. The definition of “Registrable Securities” in Section 1 of the A&R Registration
Rights Agreement is hereby amended and restated a follows:


 


“Registrable
Securities” shall mean (i) the Initial Shares, (ii) the Private Units (and underlying securities), (iii) any securities
issuable upon conversion of loans from the Sponsor or affiliates of the Sponsor to the Company for the Company’s payment of its
working capital, if any (the “Working Capital Loan Securities”), (iv) the 9,660,000 Ordinary Shares issued
to Watermark Developments Limited, the 2,776,000 Ordinary Shares issued to Meng Dong (James) Tan, the 694,000 Ordinary Shares issued
to Chan Fook Meng, the 500,000 Ordinary Shares issued to Wilke Services Limited, the 250,000 Ordinary Shares issued to Chee Yin Meh,
and the 120,000 Ordinary Shares issued to DGJ Keet Investments in connection with the Closing of the Transaction (collectively, the “Transaction
Shares”), (v) the 200,000 Ordinary Shares issued to the Advisor pursuant to the Advisor Agreement, (vi) the 60,000 restricted
Ordinary Shares issued to Loeb & Loeb LLP pursuant to the Agreement between the Company and Loeb & Loeb LLP dated November 16,
2022, and (vii) the Ordinary Shares that may be issued upon conversion of any of the Convertible Promissory Notes issued by the Company
on November 17, 2022 to each of Loeb & Loeb LLP, Maxim Group LLC, 8i Holdings 2 Pte. Ltd., Menora Capital Pte. Ltd., Shine Link Limited,
and Meng Dong (James) Tan. Registrable Securities include any warrants, rights, shares of capital stock or other securities of the Company
issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial Shares, Private Units
(and underlying Ordinary Shares), Working Capital Loan Securities and the Transaction Shares. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them
not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable
Securities are freely saleable under Rule 144 without volume limitations.


 




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4. No
Further Amendment. Except as expressly amended hereby, the A&R Registration Rights Agreement shall remain in full force and effect.


 


5. Joinder.
The undersigned Additional Investors hereby acknowledge and agree that, upon execution of this Amendment, each such Additional Investor
shall become a party to the A&R Registration Rights Agreement in accordance with Section 6.2 thereof and each shall be entitled to
all of the rights, benefits, privileges, terms, conditions and covenants of the A&R Registration Rights Agreement as though an original
party thereto.


 


6. Counterparts.
This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to
be one and the same agreement. Counterparts may be delivered via facsimile, email (including PDF or any electronic signature complying
with the U.S. federal ESIGN Act of 2000) or other transmission method, and any counterpart so delivered will be deemed to have been duly
and validly delivered and be valid and effective for all purposes.


 


7. Governing
Law. This Amendment shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New
York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction. The venue for any action taken with respect
to the Agreement shall be any state or federal court in New York County in the State of New York.


 


[Signature
pages follow]


 




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IT
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date and year first above written.


 


	 	COMPANY:
	 	 	 
	 	EUDA Health Holdings Limited (f/k/a 8i Holdings Acquisition 2 Corp.)
	 	 	 
	 	By:	 
	 	Name:
    	Kelvin
    Chen Wei Wen
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	Acknowledged and agreed:
	 	 	 
	 	INVESTORS AND NOTEHOLDERS:
	 	 	 
	 	8i Holdings 2 Pte. Ltd.
	 	 	 
	 	By:	 
	 	Name: 	Meng Dong (James) Tan
	 	Title:	Director
	 	 	 
	 	 	 
	 	Meng Dong (James) Tan
	 	 	 
	 	 	 
	 	Guan Hong (William) Yap
	 	 	 
	 	 	 
	 	Alexander Arrow
	 	 	 
	 	 	 
	 	Kwong Yeow Liew
	 	 	 
	 	 	 
	 	Ajay Rajpal


 


[Signature
Page to First Amendment to Amended and Restated Registration Rights Agreement]


 




    	 



    	 



    

 


	 	Watermark
    Developments Limited
	 	 	 
	 	By:	 
	 	Name:	Kelvin
    Chen Wei Wen
	 	Title:	Director
	 	 	 
	 	Menora
    Capital Pte. Ltd.
	 	 	 
	 	By:	 
	 	Name:	Chan
    Fook Meng
	 	Title:	Director
	 	 	 
	 	Loeb
    & Loeb LLP
	 	 	 
	 	By:	 
	 	Name:	Mitchell
    S. Nussbaum
	 	Title:	Vice
    Chair and Co-Chair, Capital Markets & Corporate
	 	 	 
	 	Wilke
    Services Limited
	 	 	 
	 	By:	 
	 	Name:	Fan
    Pingli
	 	Title:	Director
	 	 	 
	 	DGJ
    Keet Investments Limited
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	Chan
    Fook Meng
	 	 	 
	 	 	 
	 	Chee
    Yin Meh
	 	 	 
	 	Maxim
    Group LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Shine
    Link Limited
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to First Amendment to Amended and Restated Registration Rights Agreement]


 




    	 



    	 



    

 


SCHEDULE
A


 


	NAME OF SHAREHOLDER	 	18-Month restricted shares	 	 	Free-trading Shares	 	 	Escrow Shares	 	 	Total	 
	WATERMARK DEVELOPMENTS LIMITED	 	 	8,610,000	 	 	 	–	 	 	 	1,050,000	 	 	 	9,660,000	 
	MENG DONG (JAMES) TAN	 	 	2,296,000	 	 	 	200,000	 	 	 	280,000	 	 	 	2,776,000	 
	CHAN FOOK MENG	 	 	574,000	 	 	 	50,000	 	 	 	70,000	 	 	 	694,000	 
	WILKE SERVICES LIMITED	 	 	–	 	 	 	500,000	 	 	 	–	 	 	 	500,000	 
	CHEE YIN MEH	 	 	–	 	 	 	250,000	 	 	 	–	 	 	 	250,000	 
	DGJ KEET INVESTMENTS LIMITED	 	 	120,000	 	 	 	–	 	 	 	–	 	 	 	120,000	 



 




    	 



    	 



    

 


SCHEDULE
B


 


	noteholder	 	principal amount	 	 	maturity date
	Loeb & Loeb LLP	 	$	300,000.00	 	 	11/17/2023
	Maxim group llc	 	$	2,113,125.00	 	 	11/17/2023
	8i Holdings 2 pte. ltd.	 	$	82,600.00	 	 	11/17/2023
	menora capital pte. ltd.	 	$	87,500.00	 	 	11/17/2023
	shine link limited	 	$	119,000.00	 	 	11/17/2023
	meng dong (JAMES) tan	 	$	700,000.00	 	 	11/17/2023