Exhibit
10.2


 


Execution
Version


 











SPONSOR
SUPPORT AGREEMENT


 


SPONSOR
SUPPORT AGREEMENT, dated as of August 3, 2022 (this “Agreement”), by and among INFINT Capital LLC, a Delaware limited
liability company (“Sponsor”), INFINT Acquisition Corporation, an exempted company limited by shares incorporated
under the Laws of the Cayman Islands (“INFINT”), and Seamless Group Inc., an exempted company limited by shares incorporated
under the Laws of the Cayman Islands (the “Company”).


 


WHEREAS,
INFINT, FINTECH Merger Sub Corp., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“Merger
Sub”), and the Company propose to enter into, on the date hereof, a business combination agreement (the “BCA”;
capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA), which provides, among
other things, that, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the “Merger”)
with the Company surviving the Merger as a wholly owned subsidiary of INFINT;


 


WHEREAS,
as of the date hereof, Sponsor owns beneficially and of record 5,733,084 INFINT Class B Ordinary Shares (the “Sponsor Founder
Shares”); and


 


WHEREAS,
in order to induce (a) INFINT and the Company to enter into the BCA and (b) the Company Shareholders to enter into the Shareholder Support
Agreement, each of Sponsor, INFINT and the Company desires to enter into this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:


 


1.       Voting
Obligations. Until the earlier of (a) the Closing or (b) termination of the BCA in accordance with Article IX thereof, Sponsor agrees
that, at the INFINT Shareholders’ Meeting and in connection with any written consent or written resolutions of the INFINT Shareholders,
it shall vote (or duly and promptly execute and deliver an action by written consent or written resolutions), or cause to be voted at
such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), all of the
Sponsor Founder Shares (i) in favor of the approval and adoption of the BCA, the Transactions and the INFINT Proposals and (ii) against
any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other
obligation or agreement of INFINT under the BCA or that would reasonably be expected to result in the failure of the Transactions from
being consummated. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its
terms or the Closing shall not occur for any reason.


 


2.       Waiver
of Redemption Rights. Sponsor hereby agrees not to (a) demand that INFINT redeem the Sponsor Founder Shares in connection with the
Transactions or (b) otherwise participate in any such redemption by tendering or submitting any of the Sponsor Founder Shares for redemption.
This Section 2 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing
shall not occur for any reason.


 




    	 



    	 



    


 


3.       Waiver
of Anti-Dilution Rights. Sponsor, for itself and on behalf of all holders of INFINT Class B Ordinary Shares, hereby waives the provisions
of Article 24 set forth in the INFINT Memorandum and Articles relating to the adjustment of the Initial Conversion Ratio (as defined
in the INFINT Memorandum and Articles) in connection with the Transactions. This Section 3 shall be void and of no force and effect
if the BCA shall be terminated in accordance with its terms or the Closing shall not occur for any reason.


 


4.       Representations
and Warranties. Sponsor hereby represents and warrants to the Company as follows:


 


(a)       The
execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby
do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of,
declaration, filing or registration with, or notice to, any other person, (iii) result in the creation of any encumbrance on any Sponsor
Founder Shares (other than under this Agreement, the BCA and the agreements contemplated by the BCA, including the other Ancillary Agreements)
or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s governing documents.


 


(b)       As
of the date of this Agreement, Sponsor owns exclusively and has good and valid title to the Sponsor Founder Shares, free and clear of
any Lien, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership
or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities Laws, (iii) the INFINT
Organizational Documents and (iv) that certain Letter Agreement, dated as of November 23, 2021, among INFINT, Sponsor and the other parties
named therein, and as of the date of this Agreement, Sponsor has the sole power (as currently in effect) to vote and right, power and
authority to sell, transfer and deliver the Sponsor Founder Shares, and other than the Sponsor Founder Shares, Sponsor does not own,
directly or indirectly, any other INFINT Shares.


 


(c)       Sponsor
has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed
and delivered by Sponsor.


 


5.       Termination.
The obligations of the parties hereof under this Agreement shall automatically terminate upon the earlier of (i) the Effective Time and
(ii) the termination of the BCA in accordance with its terms. Upon termination or expiration of this Agreement, no party shall have any
further obligations or liabilities under this Agreement. Notwithstanding any termination of this Agreement, no such termination or expiration
shall relieve any party hereto from liability for fraud or willful breach of this Agreement occurring prior to its termination.


 


6.       Miscellaneous.


 


(a)       All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses or e-mail addresses or set forth on the signature pages hereto (or at
such other address or e-mail address for a party as shall be specified in a notice given in accordance with this Section 6(a)):


 




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If
to Sponsor or INFINT, to:


 


INFINT
Acquisition Corporation


INFINT
Capital LLC


32
Broadway, Suite 401


New
York, NY 10004


Attention:
Alexander Edgarov

Email: sasha@infintspac.com


 


with
a copy to:


 


Greenberg
Traurig, P.A.

333 SE 2nd Avenue, Suite 4400

Miami, Florida 33131

Attention: Alan I. Annex, Esq.

Email: annexa@gtlaw.com


 


If
to the Company:


 


Seamless
Group Inc.


410
North Bridge Road

SPACES City Hall

Singapore 188726

Attention: Ronnie Hui

Email: ronnie.hui@tngfintech.com


 


with
a copy to:


 


Nelson
Mullins Riley & Scarborough LLP


101
Constitution Avenue, NW, Suite 900


Washington,
D.C., 20001


Attention:
Andrew M. Tucker, Esq.


Email:
andy.tucker@nelsonmullins.com


 


(b)       If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


(c)       (i)
The words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the words “date hereof,”
when used in this Agreement, shall refer to the date set forth in the Preamble; (iii) the terms defined in the singular have a comparable
meaning when used in the plural, and vice versa; (iv) the terms defined in the present tense have a comparable meaning when used in the
past tense, and vice versa; (v) any references herein to a specific Section or Article shall refer, respectively, to Sections or Articles
of this Agreement; (vi) references herein to any gender (including the neuter gender) includes each other gender; (vii) the word “or”
shall not be exclusive; (viii) the headings herein are for convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof and (ix) the parties hereto have participated jointly in
the negotiation and drafting of this Agreement and, in the event that an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.


 




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(d)       This
Agreement is intended to create, and creates a contractual relationship and is not intended to create, and does not create, any agency,
partnership, joint venture or any like relationship between the parties hereto.


 


(e)       This
Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof.
This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any party hereto without the
prior express written consent of the other parties hereto, except that INFINT may assign all or any of its rights and obligations hereunder
to any Affiliate of INFINT.


 


(f)       This
Agreement shall be binding upon and inure solely to the benefit of each party hereto (and INFINT’s permitted assigns), and nothing
in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.


 


(g)       The
parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the
terms hereof and, accordingly, that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate
the transactions contemplated by this Agreement) in any New York State court or Federal court of the United States of America sitting
in New York City in the Borough of Manhattan without proof of actual damages or otherwise, in addition to any other remedy to which they
are entitled at law or in equity as expressly permitted in this Agreement. The parties hereto hereby further waive (i) any defense in
any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any Law to post security or
a bond as a prerequisite to obtaining equitable relief.


 


(h)       This
Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed
in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby shall be heard and determined exclusively in any New York State court or Federal court of the United States of America
sitting in New York City in the Borough of Manhattan. The parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction
of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or
relating to this Agreement or the transactions contemplated hereby brought by any party hereto, and (ii) agree not to commence any Action
relating thereto except in the courts described above in New York, other than Actions in any court of competent jurisdiction to enforce
any judgment, decree or award rendered by any such court in New York as described herein. Each party hereto further agrees that notice
as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service
is insufficient. Each party hereto hereby irrevocably and unconditionally waives and agrees not to assert, by way of motion or as a defense,
counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (A) any
claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (B) that it
or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and
(C) that (x) the Action in any such court is brought in an inconvenient forum, (y) the venue of such Action is improper or (z) this Agreement,
the transactions contemplated hereby or the subject matter hereof, may not be enforced in or by such courts.


 




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(i)       This
Agreement may be executed and delivered (including by facsimile or portable document format (.pdf) transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 


(j)       Without
further consideration, each party hereto shall execute and deliver or cause to be executed and delivered such additional documents and
instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated
by this Agreement.


 


(k)       This
Agreement shall not be effective or binding upon any party hereto until after such time as the BCA is executed and delivered by INFINT,
the Company and Merger Sub.


 


(l)       Each
of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect
to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated
hereby. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges
that it and the other hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable,
by, among other things, the mutual waivers and certifications in this Section 6(l).


 


[Signature
pages follow]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	INFINT
    CAPITAL LLC 
	 	 
	 	By:

    
	/s/
    Alexander Edgarov
	 	Name:

    
	Alexander
    Edgarov
	 	Title:

    
	Manager


 


	 	INFINT
    Acquisition Corporation
	 	 	 
	 	By:	/s/
    Alexander Edgarov
	 	Name:	Alexander
    Edgarov
	 	Title:	Chief
    Executive Officer


 





	 	SEAMLESS
    GROUP INC.
	 	 
	 	By:	/s/
    Ronnie Hui
	 	Name:	Ronnie
    Hui
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Sponsor Support Agreement]