SPECIAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON NOVEMBER 10, 2022
The
following information supplements, and should be read in conjunction with, the definitive proxy statement of 8i Acquisition 2 Corp. (“8i”
or the “Company”) dated October 13, 2022 (the “Definitive Proxy Statement”) and a proxy supplement dated November
7, 2022 (the “First Supplement”) relating to the proposed transactions contemplated by the Share Purchase Agreement dated
as of April 11, 2022, as amended on May 30, June 10, and September 7, 2022, by and among 8i, EUDA, Watermark Developments Limited, a
British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative
of the Indemnified Parties (the “Indemnified Party Representative”) (such transactions contemplated under the Share Purchase
Agreement, the “Share Purchase” or “Business Combination”).
8i
is providing this supplement to provide information about a prepaid forward purchase transaction (the “Prepaid Forward Transaction”)
contemplated by that certain Prepaid Forward Agreement entered into by and among 8i, EUDA and certain institutional investor (“Seller”),
dated November 9, 2022 (the “Prepaid Forward Agreement”). Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Definitive Proxy Statement.
The
Definitive Proxy Statement is amended and supplemented on page 21 by adding the following to the end of the “Forward Purchase Agreement”
section of the Definitive Proxy Statement (as revised by the First Supplement).
On
November 9, 2022, 8i and Greentree entered into a Termination Agreement terminating the Forward Purchase Agreement.
The
Definitive Proxy Statement is amended and supplemented on page 21 by adding the following to the “SUMMARY OF THE PROXY STATEMENT
– Other Agreements Relating to the Business Combination” section of the Definitive Proxy Statement.
Prepaid
Forward Agreement
On
November 9, 2022, 8i, EUDA and certain institutional investor (the “Seller”) entered into an agreement (the “Prepaid
Forward Agreement”) for an equity prepaid forward transaction (the “Prepaid Forward Transaction”). Pursuant to the
terms of the Prepaid Forward Agreement, Seller may (i) purchase through a broker in the open market, from holders of Shares (as defined
below) other than the Company or affiliates thereof, 8i’s Ordinary Shares, no par value, (the “Shares”), or (ii) reverse
Seller’s prior exercise of redemption rights as to Shares in connection with the Business Combination (all such purchased or reversed
Shares, the “Recycled Shares”). While Seller has no obligation to purchase any Shares under the Prepaid Forward Agreement,
the aggregate total Recycled Shares that may be purchased or reversed under the Prepaid Forward Agreement shall be no more than 1,400,000
shares (the “Maximum Number of Shares”). The number of Recycled Shares that are actually purchased or reversed under the
Prepaid Forward Agreement is referred to as the “Number of Shares”. Seller has agreed to hold the Recycled Shares, for the
benefit of (a) 8i until the closing of the Business Combination (the “Closing”) and (b) EUDA after the Closing (each a “Counterparty”).
Seller also may not beneficially own greater than 9.9% of issued and outstanding Shares following the Business Combination.
The
Prepaid Forward Agreement provides that Seller shall be paid directly, out of the funds held in 8i’s Trust Account, a cash amount
(the “Prepayment Amount”) a cash amount equal to (i) the Number of Shares underlying the Transaction as set forth in the
Seller’s notice, multiplied by (ii) the per share redemption price (the “Redemption Price”) to be paid for redeemed
shares in connection with the shareholders’ vote on the Business Combination.
In
addition to the Prepayment Amount, Seller shall be paid directly from the Trust Account an amount equal to the product of 100,000 multiplied
by the Redemption Price for the purpose of repayment of Seller purchasing in the open market prior to Closing, 100,000 Shares (the “Additional
Purchased Shares”), which Shares shall not be included in the Number of Shares under the Prepaid Forward Agreement.
Seller
may in its discretion sell Recycled Shares that Seller purchases, the effect of which is to terminate the Prepaid Forward Agreement in
respect of such Recycled Shares sold (the “Terminated Shares”). The Counterparty shall be entitled to receive proceeds from
such sales of Terminated Shares equal to the product of (x) the number of Terminated Shares multiplied by (y) the Reset Price. Following
the Closing, the “Reset Price” will initially be $10.00 per Share, but will be adjusted on each
of the first and eleventh scheduled trading day of each calendar month (each a “Reset Date”)
commencing immediately following the Closing of the Business Combination to the lowest of (a) the then-current Reset Price, (b) $10.00
and (c) the greater of (x) $5.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar
events) and (y) the quotient of (I) the sum of the daily VWAP of the Shares of the Counterparty on each scheduled trading day during
the ten scheduled trading day period ending, and including, the scheduled trading day immediately preceding the applicable Reset Date,
divided by (II) ten (10); provided, however, that to the extent Counterparty sells, enters any
agreement to sell or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option
to purchase or other disposition) any Shares or any securities of Counterparty or any of their respective subsidiaries which would entitle
the holder thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, right, option, warrant or
other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Shares, at an effective price per share less than the then existing Reset Price, then the Reset Price shall be adjusted to equal
such reduced price.
The
maturity date of the Transaction (the “Maturity Date”) will be the earliest to occur of (a) the first anniversary
of the Closing and (b) the date specified by Seller in a written notice to be delivered at Seller’s discretion (not earlier than
the day such notice is effective) after any occurrence wherein during any 30 consecutive trading-day period, the dollar volume-weighted
average price (the “VWAP Price”) of the Shares for 20 trading days is less than $3.00 per Share (a “VWAP Trigger
Event”). Upon the occurrence of the Maturity Date, Counterparty is obligated to pay to Seller an amount equal to the product
of (a) (x) the number of Recycled Shares less (y) the number of Terminated Shares multiplied by (b) $2.50 (the “Maturity Consideration”).
The Maturity Consideration shall be payable by Counterparty, in cash or, at the option of Counterparty, Shares based on the daily VWAP
Price over 30 trading days ending on (i) the Maturity Date to the extent the Shares used to pay the Maturity Consideration are freely
tradable by Seller, or (ii) if not freely tradeable by Seller, one
(1) trading day prior to the date on which the resale registration statement registering the Shares used to pay the Maturity Consideration
becomes effective under the Securities Act. If Counterparty pays the Maturity Consideration in Shares, then Counterparty shall pay the
Maturity Consideration on a net basis such that Seller retains a Number of Shares due to Counterparty upon the Maturity Date equal to
the number of Maturity Consideration Shares payable to Seller, only to the extent the Number of Shares due to Counterparty upon the Maturity
Date are equal to or more than the number of Maturity Consideration Shares payable to Seller, with any Maturity Consideration remaining
due to be paid to Seller in newly issued Shares (such newly issued Shares, the “Excess Shares”). If Excess Shares issued
as Maturity Consideration shall equate to 20% or more of the Counterparty’s outstanding Shares, then the Counterparty shall use
reasonable efforts to obtain shareholder approval for the issuance of such Excess Shares to the extent required by the Exchange on which
the Shares are then listed on or prior to the Maturity Date (the “Shareholder Approval”). If at the Maturity Date, (i) the
number of Excess Shares equates to 20% or more of the Counterparty’s outstanding Shares, (ii) Shareholder Approval is required
by the Exchange on which the Shares are then listed and (iii) the Counterparty fails to obtain the Shareholder Approval on or prior to
the Maturity Date, then the Counterparty will pay such portion of the Merger Consideration that would have otherwise corresponded to
the Excess Shares to Seller in cash. In addition to the Maturity Consideration, at Maturity Date, Seller will be entitled to retain a
cash amount equal to the product of (y) the Number of Shares remaining in the Transaction multiplied by (z) the Redemption Price, and
Seller will deliver to Buyer the Number of Shares that remain in the Transaction.
A
break-up fee equal to (i) all of Seller’s actual out-of-pocket reasonable fees, costs and expenses relating to the Transaction
(without a cap) plus (ii) $1,000,000 (collectively, the “Break-up Fee”) shall be payable, jointly and severally, by the Counterparty
and EUDA to the Seller in the event (a) the Prepaid Purchase Agreement or the Transaction is terminated by either the Counterparty or
EUDA, or (b) upon any Additional Termination Event (as defined in the Prepaid Forward Agreement), except where the Additional Termination
Event occurred solely as a result of a failure of Seller to purchase the Maximum Number of Shares or a material breach of Seller’s
obligations.
The
Seller does not possess any redemption rights in respect of the Recycled Shares. In addition, the Seller may freely transfer or assign
its rights under the Prepaid Forward Agreement.
The
Definitive Proxy Statement is amended and supplemented on page 83 by adding the following to the end of the “Forward Purchase Agreement”
section of the Definitive Proxy Statement (as revised by the First Supplement).
On
November 9, 2022, 8i and Greentree entered into a Termination Agreement terminating the Forward Purchase Agreement.
The
Definitive Proxy Statement is amended and supplemented on page 83 by adding the following to the “Proposal
No. 1 – The Business Combination Proposal – Ancillary Agreements to the SPA” section of the Definitive Proxy
Statement:
Prepaid
Forward Agreement
On
November 9, 2022, 8i, EUDA and certain institutional investor (the “Seller”) entered into an agreement (the “Prepaid
Forward Agreement”) for an equity prepaid forward transaction (the “Prepaid Forward Transaction”). Pursuant to the
terms of the Prepaid Forward Agreement, Seller may (i) purchase through a broker in the open market, from holders of Shares (as defined
below) other than the Company or affiliates thereof, 8i’s Ordinary Shares, no par value, (the “Shares”), or (ii) reverse
Seller’s prior exercise of redemption rights as to Shares in connection with the Business Combination (all such purchased or reversed
Shares, the “Recycled Shares”). While Seller has no obligation to purchase any Shares under the Prepaid Forward Agreement,
the aggregate total Recycled Shares that may be purchased or reversed under the Prepaid Forward Agreement shall be no more than 1,400,000
shares (the “Maximum Number of Shares”). The number of Recycled Shares that are actually purchased or reversed under the
Prepaid Forward Agreement is referred to as the “Number of Shares”. Seller has agreed to hold the Recycled Shares for the
benefit of (a) 8i until the closing of the Business Combination (the “Closing”) and (b) EUDA after the Closing (each a “Counterparty”).
Seller also may not beneficially own greater than 9.9% of issued and outstanding Shares following the Business Combination.
The
Prepaid Forward Agreement provides that Seller shall be paid directly, out of the funds held in 8i’s Trust Account, a cash amount
(the “Prepayment Amount”) a cash amount equal to (i) the Number of Shares underlying the Transaction as set forth in the
Seller’s notice, multiplied by (ii) the per share redemption price (the “Redemption Price”) to be paid for redeemed
shares in connection with the shareholders’ vote on the Business Combination.
In
addition to the Prepayment Amount, Seller shall be paid directly from the Trust Account an amount equal to the product of 100,000 multiplied
by the Redemption Price for the purpose of repayment of Seller purchasing in the open market prior to Closing, 100,000 Shares (the “Additional
Purchased Shares”), which Shares shall not be included in the Number of Shares under the Prepaid Forward Agreement.
Seller
may in its discretion sell Recycled Shares that Seller purchases, the effect of which is to terminate the Prepaid Forward Agreement in
respect of such Recycled Shares sold (the “Terminated Shares”). The Counterparty shall be entitled to receive proceeds from
such sales of Terminated Shares equal to the product of (x) the number of Terminated Shares multiplied by (y) the Reset Price. Following
the Closing, the “Reset Price” will initially be $10.00 per Share, but will be adjusted on each
of the first and eleventh scheduled trading day of each calendar month (each a “Reset Date”)
commencing immediately following the Closing of the Business Combination to the lowest of (a) the then-current Reset Price, (b) $10.00
and (c) the greater of (x) $5.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar
events) and (y) the quotient of (I) the sum of the daily VWAP of the Shares of the Counterparty on each scheduled trading day during
the ten scheduled trading day period ending, and including, the scheduled trading day immediately preceding the applicable Reset Date,
divided by (II) ten (10); provided, however, that to the extent Counterparty sells, enters any
agreement to sell or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option
to purchase or other disposition) any Shares or any securities of Counterparty or any of their respective subsidiaries which would entitle
the holder thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, right, option, warrant or
other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Shares, at an effective price per share less than the then existing Reset Price, then the Reset Price shall be adjusted to equal
such reduced price.
The
maturity date of the Transaction (the “Maturity Date”) will be the earliest to occur of (a) the first anniversary
of the Closing and (b) the date specified by Seller in a written notice to be delivered at Seller’s discretion (not earlier than
the day such notice is effective) after any occurrence wherein during any 30 consecutive trading-day period, the dollar volume-weighted
average price (the “VWAP Price”) of the Shares for 20 trading days is less than $3.00 per Share (a “VWAP Trigger
Event”). Upon the occurrence of the Maturity Date, Counterparty is obligated to pay to Seller an amount equal to the product
of (a) (x) the number of Recycled Shares less (y) the number of Terminated Shares multiplied by (b) $2.50 (the “Maturity Consideration”).
The Maturity Consideration shall be payable by Counterparty, in cash or, at the option of Counterparty, Shares based on the daily VWAP
Price over 30 trading days ending on (i) the Maturity Date to the extent the Shares used to pay the Maturity Consideration are freely
tradable by Seller, or (ii) if not freely tradeable by Seller, one
(1) trading day prior to the date on which the resale registration statement registering the Shares used to pay the Maturity Consideration
becomes effective under the Securities Act. If Counterparty pays the Maturity Consideration in Shares, then Counterparty shall pay the
Maturity Consideration on a net basis such that Seller retains a Number of Shares due to Counterparty upon the Maturity Date equal to
the number of Maturity Consideration Shares payable to Seller, only to the extent the Number of Shares due to Counterparty upon the Maturity
Date are equal to or more than the number of Maturity Consideration Shares payable to Seller, with any Maturity Consideration remaining
due to be paid to Seller in newly issued Shares (such newly issued Shares, the “Excess Shares”). If Excess Shares issued
as Maturity Consideration shall equate to 20% or more of the Counterparty’s outstanding Shares, then the Counterparty shall use
reasonable efforts to obtain shareholder approval for the issuance of such Excess Shares to the extent required by the Exchange on which
the Shares are then listed on or prior to the Maturity Date (the “Shareholder Approval”). If at the Maturity Date, (i) the
number of Excess Shares equates to 20% or more of the Counterparty’s outstanding Shares, (ii) Shareholder Approval is required
by the Exchange on which the Shares are then listed and (iii) the Counterparty fails to obtain the Shareholder Approval on or prior to
the Maturity Date, then the Counterparty will pay such portion of the Merger Consideration that would have otherwise corresponded to
the Excess Shares to Seller in cash. In addition to the Maturity Consideration, at Maturity Date, Seller will be entitled to retain a
cash amount equal to the product of (y) the Number of Shares remaining in the Transaction multiplied by (z) the Redemption Price, and
Seller will deliver to Buyer the Number of Shares that remain in the Transaction.
A
break-up fee equal to (i) all of Seller’s actual out-of-pocket reasonable fees, costs and expenses relating to the Transaction
(without a cap) plus (ii) $1,000,000 (collectively, the “Break-up Fee”) shall be payable, jointly and severally, by the Counterparty
and EUDA to the Seller in the event (a) the Prepaid Purchase Agreement or the Transaction is terminated by either the Counterparty or
EUDA, or (b) upon any Additional Termination Event (as defined in the Prepaid Forward Agreement), except where the Additional Termination
Event occurred solely as a result of a failure of Seller to purchase the Maximum Number of Shares or a material breach of Seller’s
obligations.
The
Seller does not possess any redemption rights in respect of the Recycled Shares. In addition, the Seller may freely transfer or assign
its rights under the Prepaid Forward Agreement.
The
primary purpose of entering into the Forward Purchase Agreement is to help ensure that certain Nasdaq initial listing requirements will
be met, and therefore increases the likelihood that the Business Combination will close.
The
Definitive Proxy Statement is amended and supplemented on page 83 by adding the following to the “Proposal
No. 1 – The Business Combination Proposal – Background of the Business Combination” section of the Definitive
Proxy Statement:
On
November 8, 2022, 8,195,770 shares were tendered for redemption in connection with the Meeting seeking shareholders’ vote for
the Business Combination. On that same day, 8i’s Board considered additional options to ensure that there will be a minimum
market value of unrestricted publicly held shares of at least $20.0 million at Closing to meet the Nasdaq Global Market’s
listing requirements. After the redemption deadline at 5 p.m. on November 8, 8i received from Maxim Group, 8i’s underwriter
for its IPO, proposed terms of a certain equity prepaid forward purchase transaction with certain institutional investor. On
that same day, after consultation with management, 8i’s Board authorized management to terminate 8i’s Forward Share
Purchase Agreement with Greentree dated November 1, 2022, and to negotiate with that institutional investor on certain equity
prepaid forward purchase agreement, and enter into such agreement. On November 9, 2022, 8i entered into the Prepaid Forward
Agreement with the institutional investor.
The
Definitive Proxy Statement is amended and supplemented on page 117 by adding the following to the end of the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of 8i – Contractual Obligations” section of the
Definitive Proxy Statement (as revised by the First Supplement).
On
November 9, 2022, 8i and Greentree entered into a Termination Agreement terminating the Forward Purchase Agreement.
The
Definitive Proxy Statement is amended and supplemented on page 187 by replacing the last paragraph and table at the end of the “Beneficial
Ownership of Securities – Pre & Post Business Combination” section of the Definitive Proxy Statement with the following:
The
expected beneficial ownership of Ordinary Shares post-Business Combination under the header “Post-Business Combination—Assuming
No Redemption” assumes none of the Public Shares having been redeemed.
| |
Pre-Business Combination | | |
Post-Business Combination | |
| |
Ordinary Shares | | |
Assuming No Redemption | | |
Assuming Maximum Redemption | |
Name
and Address of Beneficial Owner(1) | |
Number
of Shares Beneficially Owned(2) | |
% of Outstanding Ordinary Shares | | |
Number of Shares | |
% | | |
Number of Shares | |
% | |
Directors and Executive Officers of 8i: | |
| |
| | | |
| |
| | | |
| |
| | |
Meng Dong (James)
Tan(2) | |
2,436,500 | |
| 22.0 | % | |
5,387,850 | |
| 17.2 | % | |
5,387,850 | |
| 22.6 | % |
Guan Hong (William) Yap | |
3,000 | |
| * | | |
3,000 | |
| * | | |
3,000 | |
| * | |
Ajay Rajpal | |
3,000 | |
| * | | |
3,000 | |
| * | | |
3,000 | |
| * | |
Alexander Arrow | |
3,000 | |
| * | | |
3,000 | |
| * | | |
3,000 | |
| * | |
Kwong Yeow Liew | |
3,000 | |
| * | | |
3,000 | |
| * | | |
3,000 | |
| * | |
All Directors and Executive Officers of 8i as a Group (5 Individuals) | |
2,448,500 | |
| 22.1 | % | |
5,399,850 | |
| 17.2 | % | |
5,399,850 | |
| 22.7 | % |
Five Percent Holders 8i: | |
| |
| | | |
| |
| | | |
| |
| | |
8i Holdings 2 Pte. Ltd.(3) | |
2,141,250 | |
| 19.3 | % | |
2,141,250 | |
| 6.8 | % | |
2,141,250 | |
| 9.0 | % |
Meng Dong (James) Tan(2) | |
2,436,500 | |
| 22.0 | % | |
5,387,850 | |
| 17.2 | % | |
5,387,850 | |
| 22.6 | % |
Directors and Executive Officers of Combined Entity After
Consummation of the Business Combination: | |
| |
| | | |
| |
| | | |
| |
| | |
Wei Wen Kelvin Chen(4) | |
0 | |
| - | | |
1,073,333 | |
| 3.4 | % | |
1,073,333 | |
| 4.5 | % |
Steven John Sobak(5) | |
0 | |
| - | | |
5,742 | |
| * | | |
5,742 | |
| * | |
Daniel Tan | |
0 | |
| - | | |
0 | |
| - | | |
0 | |
| - | |
Thien Su Gerald Lim | |
0 | |
| - | | |
0 | |
| - | | |
0 | |
| - | |
David Francis Capes | |
0 | |
| - | | |
0 | |
| - | | |
0 | |
| - | |
Alfred Lim | |
0 | |
| - | | |
0 | |
| - | | |
0 | |
| - | |
Kim Hing Chan | |
0 | |
| - | | |
0 | |
| - | | |
0 | |
| - | |
All Directors and Executive Officers of Combined Entity as a Group (7 Individuals) | |
0 | |
| | | |
1,079,075 | |
| 3.4 | % | |
1,079,075 | |
| 4.5 | % |
Five Percent Holders of Combined Entity After Consummation
of the Business Combination: | |
| |
| | | |
| |
| | | |
| |
| | |
Watermark Developments
Limited(6) | |
0 | |
| - | | |
9,660,000 | |
| 30.8 | % | |
9,660,000 | |
| 40.5 | % |
8i Holdings 2 Pte. Ltd.(3) | |
2,141,250 | |
| 19.3 | % | |
2,141,250 | |
| 6.8 | % | |
2,141,250 | |
| 9.0 | % |
Meng Dong (James) Tan(2) | |
2,436,500 | |
| 22.0 | % | |
5,387,850 | |
| 17.2 | % | |
5,387,850 | |
| 22.6 | % |
*
Less than 1%.
(1)
Unless otherwise indicated, the business address of each of the shareholders is c/o 8i Acquisition 2 Corp., 6 Eu Tong Sen Street #08-13
Singapore 059817.
(2)
Share amounts under both Post-Business Combination scenarios include (i) 292,250 shares underlying the Private Units, (ii) 146,125 shares
underlying the warrants in the Private Units, (iii) 29,225 shares underlying the rights in the Private Units; and (iv) 2,776,000 shares
as part of the Initial Consideration. Mr. Tan’s 500,000 ordinary shares (approximately 33.33%) of Watermark Developments Limited
(“Watermark”), held through his two wholly-owned companies, 8i Capital Limited and 8i Enterprises Pte Ltd., will be redeemed
at the time of the Business Combination; thus, he will not have any indirect ownership through Watermark after the Business Combination.
(3)
Mr. Tan, the Company’s Chief Executive Officer and Chairman is the sole shareholder and director of 8i Holdings 2 Pte. Ltd. Mr.
Tan has sole voting and dispositive power over the shares. The address for 8i 2 Holdings Limited is c/o 8i Acquisition 2 Corp., c/o 6
Eu Tong Sen Street #08-13 Singapore 059817.
(4)
Dr. Kelvin Chen beneficially owns 100,000 ordinary shares of Watermark which as the sole shareholder of EUDA, will receive 9,660,000
Ordinary Shares at the closing of the Business Combination.
(5)
Steven John Sobak beneficially owns 535 ordinary shares of Watermark, which as the sole shareholder of EUDA, will receive 9,660,000 Ordinary
Shares at the closing of the Business Combination.
(6)
9,660,000 Purchaser Shares will be issued to Watermark Developments Limited, or any designee specified by Watermark Developments Limited,
at closing of the Business Combination, of which at closing of the Business Combination (a) 25.6% are beneficially owned by Fan Pingli
through Wilke Services Limited, at Suite 9, Ansuya Estate, Revolution Avenue Victoria, Mahe, Seychelles, (b) approximately 11.1% are
beneficially owned by Kelvin Chen, through Interglobe Venture Inc, at Ground Floor, Coastal Building, Wickhams Cay II, PO Box 3169, Road
Town, Tortola, British Virgin Islands, (d) approximately 10.9% are beneficially owned by Hartanto through Mount Locke Limited, at Suite
9, Ansuya Estate, Revolution Avenue Victoria, Mahe, Seychelles, (e) approximately 10.9% are beneficially owned by Koh Yong Pau through
Pine Alliance Limited, at Vistra Corporate Services Centre, Wickhams Cay II Road Town, Tortola VG 1110 British Virgin Islands, (f) approximately
10.9% are beneficially owned by Kng Pong Sai through Scotgold Holdings Limited, at Vistra Corporate Services Centre, Wickhams Cay II
Road Town, Tortola VG 1110 British Virgin Islands, and (g) approximately 10.9% are beneficially owned by Janic Pacific Limited, at Vistra
Corporate Services Centre, Wickhams Cay II Road Town, Tortola VG 1110 British Virgin Islands. The remaining shareholders of Watermark
Developments Limited each own less than 5% of Watermark Developments Limited. The address of Watermark Developments Limited is c/o Vistra
Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
YOUR
VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.
Whether
or not you plan to participate in the Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit
your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later
than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your Ordinary Shares online
if you subsequently choose to participate in the Meeting via teleconference. Please note, however, that if your shares are held of record
by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only
shareholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof.
If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the
Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at,
the Meeting.
NO
ACTION IN CONNECTION WITH THIS PROXY SUPPLEMENT IS REQUIRED BY ANY SHAREHOLDER WHO HAS PREVIOUSLY DELIVERED A PROXY AND WHO DOES NOT
WISH TO REVOKE OR CHANGE THAT PROXY. THE RECORD DATE FOR THE SPECIAL MEETING OF SHAREHOLDERS HAS NOT CHANGED.
You
may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous
one, by participating in the Meeting via teleconference and casting your vote by hand or by ballot (as applicable) or by submitting a
written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565, that is
received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you
should follow the instructions of your bank or brokerage firm regarding revocation of proxies.