Exhibit 2.1
AMENDMENT
NO. 2 TO THE
SHARE
PURCHASE AGREEMENT
This
Amendment No. 2 to the Share Purchase Agreement (this “Amendment”) is made as of June 10, 2022, by and among
Euda Health Limited, a British Virgin Islands business company (the “Company”), Watermark Developments Limited,
a British Virgin Islands business company (“Seller”), and 8i Acquisition 2 Corp., a British Virgin Islands business
company (“Purchaser”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified
Party Representative”) and amends that certain Share Purchase Agreement dated April 11, 2022, by and among the Company,
Seller, Purchaser, and the Indemnified Party Representative (the “Share Purchase Agreement”). The Company,
Seller, Purchaser, and the Indemnified Party Representative are sometimes referred to separately in this Amendment as a “Party”
and collectively as the “Parties.” Any capitalized term used in this Amendment and not otherwise defined herein shall have
the meaning ascribed to such term in the Share Purchase Agreement.
RECITALS
WHEREAS,
the Parties are parties to the Share Purchase Agreement;
WHEREAS,
the Parties entered into Amendment No. 1 to the Share Purchase Agreement on May 31, 2022;
WHEREAS,
as a consequence of the results of its due diligence review, Purchaser desires to further amend the Share Purchase Agreement to reduce
the consideration payable under the Share Purchase Agreement;
WHEREAS,
Seller has negotiated with Purchaser as to the amount of the reduction of the consideration payable under the Share Purchase Agreement;
WHEREAS,
the Parties desire to further amend the Share Purchase
Agreement to reflect the agreements of Purchaser and Seller as to the consideration payable under the Share Purchase Agreement;
WHEREAS,
Section 12.1 of the Share Purchase Agreement provides
that the Share Purchase Agreement may be amended or modified if such amendment or modification is in writing and signed by each of Purchaser,
the Indemnified Party Representative, Seller, and the Company; and
WHEREAS,
the Parties to this Amendment constitute the parties necessary to amend the Share Purchase Agreement.
AGREEMENT
NOW,
THEREFORE, in consideration of the moneys being expended by Purchaser and Seller to complete their due diligence reviews and for
other good and valuable consideration, the Parties agree as follows:
1
Amendment to Section 1.2(a). Section 1.2(a) of the Share Purchase Agreement is hereby deleted in its entirety and the following
new Section 1.2(a) inserted in its place:
“(a)
Purchase Price. The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller for Company
Shares shall be Fourteen Million (14,000,000) Purchaser Shares, valued at their cash-in-trust value of Ten and no/100 Dollars ($10.00)
each.”
2.
Amendment to Section 1.6. Section 1.6 of the Share Purchase Agreement is hereby deleted in its entirety and the following new
Section 1.6 inserted in its place:
“(a) Issuance
of Earn-Out Shares.
(i)
Following the Closing, and as additional consideration in respect of the Company Shares, within ten (10) Business Days after the
occurrence of Triggering Event I and Triggering Event II or, in the case of a Triggering Event III or Triggering Event IV, ten (10)
Business Days after the Company has filed its annual report with the SEC for the fiscal years ended December 31, 2023 and December
31, 2024 and the consolidated audited financial statements of the Company included in such annual report indicate that Triggering
Event III or Triggering Event IV, as the case may be, has occurred, Purchaser shall issue or cause to be issued to Seller, the
following Purchaser Shares, as applicable (which shall be equitably adjusted for stock or share splits, reverse stock or share
splits, stock or share dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other
like changes or transactions with respect to Purchaser Shares) (as so adjusted, the “Earn-Out Shares”),
upon the terms and subject to the conditions set forth in this Agreement and the Transaction Documents:
(A)
upon the occurrence of Triggering Event I, a one-time aggregate issuance of One Million (1,000,000) Earn-Out Shares;
(B)
upon the occurrence of Triggering Event II, a one-time aggregate issuance of One Million (1,000,000) Earn-Out Shares;
(C)
upon the occurrence of Triggering Event III, a one-time aggregate issuance of One Million (1,000,000) Earn-Out Shares;
and
(D)
upon the occurrence of Triggering Event IV, a one-time aggregate issuance of One Million (1,000,000) Earn-Out
Shares.”
(ii)
The Purchaser Share price targets set forth in the definitions of Triggering Event I and Triggering Event II shall be equitably
adjusted for stock or share splits, reverse stock or share splits, stock or share dividends, reorganizations, recapitalizations,
reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Purchaser Shares
occurring at or after the Closing.
(b) Earn-Out
Cap. For the avoidance of doubt, the Seller shall be entitled to receive Earn-Out Shares upon the occurrence of each Triggering
Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Seller be entitled
to receive more than Four Million (4,000,000) Earn-Out Shares (subject to adjustment for stock or share splits, reverse stock or
share splits, stock or share dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or
other like changes or transactions with respect to Purchaser Shares).
(c) Defined
Terms. The following terms shall be defined as follows:
(i) “Earn-Out
Period” means the period beginning on the Closing Date and ending on December 31, 2024.
(ii) “Net
Income Attributable to Euda Health Limited” means, for the applicable fiscal year commencing on January 1 and ending on December
31, Revenues minus Cost of Revenues minus Operating Expenses plus Other Income minus Other Expenses minus
Provision for Income Taxes minus Net Income Attributable to Noncontrolling Interest, with each item listed in this definition
determined in accordance with GAAP.
(iii) “Net
Income Attributable to Noncontrolling Interest” means, for the applicable fiscal year commencing on January 1 and ending on
December 31, the total consolidated net income not attributable to Euda Health Limited determined in accordance with GAAP.
(iv) “Operating
Expenses” means, for the applicable fiscal year commencing on January 1 and ending on December 31, the total of consolidated
selling expenses plus consolidated general and administrative expenses plus consolidated research and development expenses,
with each expense listed in this definition determined in accordance with GAAP.
(v) “Other
Income” means, for the applicable fiscal year commencing on January 1 and ending on December 31, the total consolidated other
income generated, including but not limited to, interest income, gain on disposal of subsidiaries and investment income that is not directly
related to the Company’s operations and is excluded from Revenues under GAAP.
(vi) “Other
Expenses” means, for the applicable fiscal year commencing on January 1 and ending on December 31, the total consolidated other
expenses incurred and not directly related to the Company’s operations and excluded from Operating Expenses under GAAP.
(vii) “Provision
for Income Taxes” means, for the applicable fiscal year commencing on January 1 and ending on December 31, the total consolidated
income taxes determined in accordance with GAAP.
(viii) “Purchaser
Share Price” means the share price equal to the VWAP of Purchaser Shares for a period of at least twenty (20) days (which may
or may not be consecutive) out of the thirty (30) consecutive trading days ending on the trading day immediately prior to the date of
determination (as equitably adjusted for stock or share splits, reverse stock or share splits, stock or share dividends, reorganizations,
recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Purchaser
Shares).
(ix) “Revenues”
means the total, topline consolidated revenues of the Company determined in accordance with GAAP in the applicable fiscal year commencing
on January 1 and ending on December 31.
(x) “Trading
Market” means, with respect to any security, NASDAQ or such other securities exchange on which such security is traded.
(xi) “Triggering
Event I” means the date (occurring between the Closing Date and the first anniversary of the Closing Date) on which the Purchaser
Share Price is equal to or greater than Fifteen Dollars ($15.00) after the Closing Date, but within the Earn-Out Period.
(xii) “Triggering
Event II” means the date (occurring between the first anniversary of the Closing Date and the second anniversary of the Closing
Date) on which the Purchaser Share Price is equal to or greater than Twenty Dollars ($20.00) after the Closing Date, but within the Earn-Out
Period.
(xiii) “Triggering
Event III” means the consolidated audited financial statements of the Company for the fiscal year commencing January 1, 2023
and ending December 31, 2023 reflect that the Company has achieved both of the following financial metrics for such fiscal year:
(x) Revenues of at least Twenty Million One Hundred Thousand Dollars ($20,100,000) and (y) Net Income Attributable to Euda Health Limited
of at least Three Million Six Hundred Thousand Dollars ($3,600,000).
(xiv) “Triggering
Event IV” means the audited financial statements of the Company for the fiscal year commencing January 1, 2024 and ending December
31, 2024 reflect that the Company has achieved both of the following financial metrics for such fiscal year: (x) Revenues of at
least Forty Million One Hundred Thousand Dollars ($40,100,000) and (y) Net Income Attributable to Euda Health Limited of at least Ten
Million One Hundred Thousand Dollars
(xv) “Triggering
Events” means, collectively, Triggering Event I, Triggering Event II, Triggering Event III and Triggering Event IV.
(xvi) “VWAP”
means, with respect to any security, for each trading day, the daily volume-weighted average (based on such trading day) of such security
on the Trading Market as reported by Bloomberg Financial L.P. using the AQR function.”
3. Amendment
to Section 9.1(b). Section 9.1(b) of the Share Purchase Agreement is hereby amended to add the following text in italicized font
at the end of such section:
“(b)
Regulatory Approvals and Private Consents. All consents, registrations, approvals, clearances, Permits and authorizations
that are set forth in Section 4.4 of the Seller Disclosure Letter or Section 5.4 of the Purchaser Disclosure Letter shall
have been obtained. In addition, all consents, registrations, approvals, clearances, Permits and authorizations in addition to those
described in the preceding sentence that are required to consummate the Transaction shall have been obtained, including but not
limited to the consents pursuant to:
(i)
the Banking Facility Agreement dated 21 August 2019 between Kent Ridge Healthcare Singapore Private Limited (formerly known as Sheares
HMO Private Limited) and United Overseas Bank Limited and the Deed of Debenture dated 16 October 2019 between Kent Ridge Healthcare Singapore
Private Limited and United Overseas Bank Limited (the “Deed of Debenture”);
(ii)
the Note issuance agreement (bolt term financing) dated 23 February 2022, along with the investment note certificate dated 24 February
2022 representing the aggregate value of S$100,000 between Kent Ridge Healthcare Singapore Private Limited as issuer, Chen Weiwen Kelvin
as guarantor, Funding Societies Private Limited as an agent acting on behalf of the investors, and DBS Bank Limited Singapore as escrow
agent; and
(iii)
the Directors’ and Officers’ Liability Insurance (Policy No. W11461421A) taken out with Beazley Pte. Ltd. in the name of
Kent Ridge Healthcare Singapore Private Limited.”
4. Amendment
to Section 9.1. Section 9.1 of the Share Purchase Agreement is hereby amended to add the following new subsection (h) at the end
of such section
“(h) Renewal
of Expired or Expiring Insurance Policies. The following insurance policies shall have been renewed on such terms as
may be satisfactory to the Purchaser:
(i) Work
Injury Insurance (Policy No. 08-B0011466-BIZ-R005) taken out with QBE Insurance (Singapore) Pte. Ltd. in the name of Melana International
Private Limited, which is expiring on 31 July 2022;
(ii) Work
injury Insurance (Policy No. 08-B0016580-BIZ-R003) taken out with QBE Insurance (Singapore) Pte. Ltd. in the name of Tri-Global Security
Private Limited, which is expiring on 7 June 2022;
(iii) Work
injury Insurance (Policy No. 08-B0011456-BIZ-R005) taken out with QBE Insurance (Singapore) Pte. Ltd. in the name of UG Digitech Private
Limited, which is expiring on 31 July 2022; and
(iv) Group
Hospital & Surgical Policy (with Life Total and Permanent Disability Policy rider) (Policy No. 77094) taken out with AIA Singapore
Private Limited in the name of UG Digitech Private Limited, which is expiring on 1 July 2022.”
5. Amendments
to Section 11.1(a). Section 11.1(a) of the Share Purchase Agreement is hereby amended to add the following new italicized clauses
(iv), (vi) and (vii), Section 11.1(a) of the Share Purchase Agreement is also amended by decreasing the basket for indemnification in
the final sentence of such Section 11.1(a) from $2,500,000 to $636,636 (italicized below). Amended Section 11.1(a) shall read in its
entirety as follows:
“(a)
Subject to the terms and conditions of this Article XI and from and after the Closing Date, Seller (the “Indemnifying
Party”) hereby agrees to indemnify and hold harmless Purchaser, the Company, and their respective Affiliates and
Subsidiaries (collectively, the “Indemnified Parties” and each a “Indemnified Party”),
against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency
or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (each a “Loss”
and collectively “Losses”) incurred or sustained by the Purchaser, the Company and/or any of their respective
Affiliates and Subsidiaries, to the extent resulting from (i) any breach or inaccuracy in any representation or warranty set forth in
Article III or Article IV, (ii) any breach of any covenant of Seller or the Company contained in this Agreement or the
Transaction Documents, (iii) any breach of Privacy Laws by the Company, any Subsidiary of the Company or any vendor to the Company or
such Subsidiary that involves or pertains to the Personal Data of customers of the Company or any Subsidiary of the Company or other
users of the products or services of the Company or any Subsidiary of the Company, (iv) the amount, if any, by which the counterparty
to the Mutual Termination Agreement listed as item 2 on Section 3.17(a) of the Company Disclosure Letter has failed to pay the
Company when due and the amount, if any, by which the counterparty to the Repayment Agreement dated 11 May 2022 (which agreement secures
and specifies the payment of amounts due under the Mutual Termination Agreement) has failed to pay to Universal Gateway International
Pte. Ltd., one of the Subsidiaries of the Company when due under Section 3 of such Repayment Agreement, (v) any failure by Kent Ridge
Healthcare Singapore Private Limited to insure and keep insured to their full insurable value in joint names of Kent Ridge Healthcare
Singapore Private Limited and United Overseas Bank Limited all buildings, constructions, fixtures, fittings, structures, machinery, plant
equipment and all its other properties and assets charged under the Deed of Debenture against loss or damage by fire, lightning, burglary,
riots and such other risks and contingencies as United Overseas Bank Limited may from time to time require with UOB Limited or such other
insurance company as United Overseas Bank Limited may approve, (vi) any breach of the Employment Act 1968 of Singapore by any of the
Company and/or its Subsidiaries, including but not limited to the failure to include any of the key employment terms and essential clauses
in the contract of services with their employees, and (vii) any breach of any of the terms of the Settlement Agreement dated 23 May 2022
between Jamie Fan Wei Zhi, Kent Ridge Healthcare Singapore Private Limited and Melana International Private Limited, including but not
limited to any failure to pay any part of the Settlement Sum (as defined therein) and/or to discharge Jamie Fan Wei Zhi from her guarantees
on or before 31 December 2022. The Indemnifying Party shall be responsible for all Losses described in Sections 11.1(a)(i)-(iii)
exceeding $636,636, for all Losses described in Section 11.1(a)(iv)-(vii) and any liability incurred pursuant to the
terms of this Article XI shall be paid exclusively from the Indemnification Escrow Shares valued at the VWAP in accordance with
the terms of the Escrow Agreement.”
6. Amendment
to Exhibit A. Exhibit A to the Share Purchase Agreement is hereby amended to delete the definitions of “Indemnification
Escrow Shares” and “GAAP” in their entirety and insert the following new definitions in their place:
“GAAP”
means United States generally accepted accounting principles consistently applied to and among the fiscal years of the Company.
“Indemnification
Escrow Shares” means One Million Four Hundred Thousand (1,400,000) Purchaser Shares provided by Purchaser to the Escrow Agent
at the Closing to be held pursuant to the Escrow Agreement.
7. Amendment
to Exhibit A. Exhibit A to the Share Purchase Agreement is hereby amended to add the following defined terms:
“Net
Income Attributable to Euda Health Limited” has the meaning set forth in Section 1.6(c)(ii).
“Net
Income Attributable to Non-controlling Interest” has the meaning set forth in Section 1.6(c)(iii).
“Operating
Expenses” has the meaning set forth in Section 1.6(c)(iv).
“Other
Income” has the meaning set forth in Section 1.6(c)(v).
“Other
Expenses” has the meaning set forth in Section 1.6(c)(vi).
“Provision
for Income Taxes” has the meaning set forth in Section 1.6(c)(vii).
“Revenues”
has the meaning set forth in Section 1.6(c)(ix).
8. No
Other Amendment. Except as amended by this Amendment, the Share Purchase Agreement, as amended by Amendment No. 1 and this Amendment
No. 2, shall remain in full force and effect in accordance with its terms without any other amendment or modification.
9. Governing
Law. This Amendment 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.
10. Counterparts.
This Amendment (including any schedules and/or exhibits hereto or thereto) may be executed in two or more counterparts, each of which
will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via
facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act or other applicable law) 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.
[Remainder
of Page Intentionally Left Blank]
In
Witness Whereof, the
parties hereto have executed this Amendment as of the date first set forth above.
| COMPANY: |
|
| |
|
| EUDA HEALTH LIMITED |
|
| |
|
| By: |
/s/ Kelvin Chen Wei Wen |
|
| Name: |
Kelvin Chen Wei Wen |
|
| Title: |
CEO |
|
| |
|
| SELLER: |
|
| |
|
| Watermark Developments Limited |
|
| |
|
| By: |
/s/ Kelvin Chen Wei Wen |
|
| Name: |
Kelvin Chen Wei Wen |
|
| Title: |
Director |
|
| |
|
| PURCHASER: |
|
| |
|
| 8I ACQUISITION 2 CORP. |
|
| |
|
| By: |
/s/ Guan Hong (William) Yap |
|
| Name: |
Guan Hong (William) Yap |
|
| Title: |
CFO |
|
| |
|
| INDEMNIFIED PARTY REPRESENTATIVE: |
|
| |
|
| /s/ Kwong Yeow Liew |
|
| Name: Kwong Yeow Liew |
|
Exhibit
99.1
8i
Acquisition 2 Corp. and EUDA Health Limited Announce Amendment to Share Purchase Agreement
Singapore,
June 10, 2022 – 8i Acquisition 2 Corp. (the “Company” or “LAX”) (NASDAQ: LAX), a publicly traded
special purpose acquisition company, and EUDA Health Limited (“EUDA Health”), a Singapore-based digital health platform
that aims to make healthcare more affordable, accessible, and improve the patient experience by delivering improved outcomes through
personalized healthcare, today announced an amendment to the Share Purchase Agreement (the “SPA Amendment”) to, among other
things, reduce the consideration payable by LAX to EUDA Health, and limit the earn-out payment available to the seller of EUDA Health
in connection with the Share Purchase.
As
previously announced, LAX entered into the Share Purchase Agreement dated April 11, 2022 (the “SPA”), with EUDA Health, Watermark
Developments Limited, a British Virgin Islands business company (the “Seller”), and Kwong Yeow Liew, acting as Representative
of the Indemnified Parties. Pursuant to the terms of the SPA, a business combination between LAX and EUDA Health will be effected through
the purchase by LAX of all the issued and outstanding shares of EUDA Health from the Seller.
EUDA
Health has revised its financial projections for 2022 to 2026 to account for the delays caused by the ongoing COVID-19 restrictions in
some overseas markets, such as Indonesia and India, where EUDA Health has plans to expand into from 2022 to 2026. EUDA Health estimates
that these restrictions would cause a delay of between twelve to twenty-four months in the commercial launch of EUDA Health’s services
in these markets. In the revised projections, the Singapore market is set as the core market in determining the valuation of EUDA Health,
and its regional expansion plan has been excluded æeven though EUDA Health is currently actively continuing its regional expansion
plan particularly in Indonesia and India.
LAX
and EUDA Health have agreed to revised transaction terms resulting in a pro forma enterprise value (assuming no redemption at closing)
for the combined company of $172 million by issuing 14 million new LAX ordinary shares for 100% of EUDA Health and an earn out of up
to 4 million LAX ordinary shares before December 31, 2024.
James
Meng Dong Tan, CEO & Director of 8i Acquisition 2 Corp., commented: “In considering the original purchase price of EUDA Health,
LAX had assumed that EUDA Health’s regional expansion plans would take place from 2022 as indicated in its financial projections.
Since January 2022, the global stock market has declined significantly, with the US indexes dropping between 12% to 25%. The revised
financial projection of EUDA Health is more conservative as it is based solely on EUDA Health’s Singapore business, and we believe
that offers LAX shareholders an upside once EUDA Health’s expansion starts to contribute to its financial performance. The reduced
purchase price gives LAX shareholders the added benefit of lesser dilution as a result of the transaction. We remain excited to be partnering
with EUDA Health to disrupt the healthcare sector.”
Dr.
Kelvin Chen commented: “Most of our corporate clientele in Singapore have continued to indicate an interest to onboard EUDA Health’s
services for their overseas operations once EUDA Health launches its regional services. Concurrently, EUDA Health is working out of Singapore
to sign on more partners and service providers as it readies its technology on Semantic web, connectivity and edge computing for its
launch in India and Indonesia. I believe these efforts will enable us to swiftly commence our services in the Southeast Asia region.”
About
8i Acquisition 2 Corp.
8i
Acquisition 2 Corp. is a British Virgin Islands company incorporated in January 2021 as a blank check company for the purpose of
entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses or entities. LAX’s efforts to identify a prospective target business will not be limited to a particular
industry or geographic region, although LAX intends to focus on targets located in Asia.
About
EUDA Health Limited
EUDA
Health Limited, is a Singapore-based health technology company that operates a first-of-its-kind Southeast Asian digital healthcare
ecosystem aimed at making healthcare affordable and accessible, and improving the patient experience by delivering better outcomes through
personalized healthcare. The company’s proprietary unified AI platform quickly assesses a patient’s medical history, triages
a condition, digitally connects patients with clinicians, and predicts optimal treatment outcomes. EUDA Health’s holistic approach
supports patients throughout all stages of care, including wellness & prevention, urgent care & emergencies, pre-existing conditions,
and aftercare services.
Important
Information for Investors and Shareholders
This
announcement relates to a proposed transaction between LAX and EUDA Health and does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
LAX intends to file a proxy statement with the SEC. A proxy statement will be sent to all LAX shareholders. LAX also will file other
documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of LAX are
urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain important information about the proposed transaction.
Investors
and security holders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be
filed with the SEC by LAX through the website maintained by the SEC at www.sec.gov.
Forward-Looking
Statements
This
press release includes forward looking statements that involve risks and uncertainties. Forward looking statements are statements that
are not historical facts. Such forward-looking statements, including the identification of a target business and potential business combination
or other such transaction, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk
Factors” in the prospectus filed by LAX in connection with its initial public offering on November 22, 2021. Important factors,
among others, that may affect actual results or outcomes include: the inability to complete the proposed transaction; the inability to
recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, the amount of cash available
following any redemptions by LAX shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the
proposed transaction; and costs related to the proposed transaction. Important factors that could cause the combined company’s
actual results or outcomes to differ materially from those discussed in the forward-looking statements include: EUDA Health’s limited
operating history and history of net losses; EUDA Health’s ability to manage growth; EUDA Health’s ability to execute its
business plan; EUDA Health’s estimates of the size of the markets for its products; the rate and degree of market acceptance of
EUDA Health’s products; EUDA Health’s ability to identify and integrate acquisitions; potential litigation involving the
Company or EUDA Health or the validity or enforceability of EUDA Health’s intellectual property; general economic and market conditions
impacting demand for EUDA Health’s products and services; and such other risks and uncertainties as are discussed in the Company’s
prospectus filed in connection with its initial public offering and the proxy statement to be filed relating to the business combination.
Other factors include the possibility that the proposed business combination does not close, including due to the failure to receive
required security holder approvals, or the failure of other closing conditions.
LAX
expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in LAX’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based.
Participants
in the Solicitation
LAX
and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from LAX’s
shareholders with respect to the proposed transaction. Information regarding LAX’s directors and executive officers is available
in its prospectus filed in connection with its initial public offering on November 22, 2021. Additional information regarding the participants
in the proxy solicitation relating to the proposed transaction and a description of their direct and indirect interests will be contained
in the proxy statement when it becomes available.
EUDA
Health and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders
of LAX in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding
their interests in the proposed transaction will be included in the proxy statement for the proposed transaction when available. You
may obtain free copies of these documents as described in the second paragraph under the above section entitled “Important Information
for Investors and Stockholders.”
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
For
investor and media inquiries, please contact:
Gateway
Group
IR:
Cody Slach or Matthew Hausch
PR:
Zach Kadletz or Catherine Adcock
Phone:
(949) 574-3860
E-mail:
LAX@gatewayir.com
