8-K
AI Infrastructure Acquisition Corp. (AIIA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 3, 2025
AIInfrastructure Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | 333-289587 | N/A00-0000000 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
10845 Griffith Peak Dr.
Suite 200
LasVegas, Nevada 89135
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (702) 747-4000
NotApplicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Units,<br> each consisting of one Class A ordinary share, par value $0.0001 per share, and one right | AIIA<br> U | New<br> York Stock Exchange |
| Class<br> A ordinary shares, par value $0.0001 per share | AIIA | New<br> York Stock Exchange |
| Rights,<br> each entitling the holder to receive one-fifth (1/5) of one Class A ordinary share | AIIA<br> R | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01 Entry into a Material Definitive Agreement.
On September 30, 2025, the Registration Statement on Form S-1 (File No. 333-289587), initially filed by AI Infrastructure Acquisition Corp., a Cayman Islands exempted company (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 13, 2025, as amended, relating to the initial public offering of the Company (the “IPO”), was declared effective by the SEC, and the Company subsequently filed, on October 2, 2025, a Registration Statement on Form S-1MEF (File No. 333-290684) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which was effective immediately upon filing (collectively, the “Registration Statement”).
On October 6, 2025, the Company consummated the IPO of 13,800,000 units (the “Units”), including 1,800,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $138,000,000.
In connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein, and entered into the following agreements, each dated October 3, 2025, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An<br> Underwriting Agreement between the Company and Maxim Group LLC, as representative of the<br> underwriters, a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein<br> by reference. |
|---|---|
| ● | A<br> Rights Agency Agreement between the Company and Odyssey Transfer and Trust Company, as rights<br> agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| ● | A<br> Letter Agreement by and among the Company, its officers and directors, and the Company’s<br> sponsor, AIIA Sponsor Ltd. (the “Sponsor”), a copy of which is attached as Exhibit<br> 10.1 hereto and is incorporated herein by reference. |
| ● | An<br> Investment Management Trust Agreement between the Company and Odyssey Transfer and Trust<br> Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated<br> herein by reference. |
| ● | A<br> Registration Rights Agreement between the Company and certain security holders, a copy of<br> which is attached as Exhibit 10.3 hereto and is incorporated herein by reference. |
| ● | A<br> Private Placement Unit Subscription Agreement between the Company and the Sponsor (the “Sponsor<br> Subscription Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is<br> incorporated herein by reference. |
| ● | A<br> Private Placement Unit Subscription Agreement between the Company and Maxim Partners LLC<br> (the “Maxim Subscription Agreement”), a copy of which is attached as Exhibit<br> 10.5 hereto and is incorporated herein by reference. |
| ● | Indemnity<br> Agreements (each, an “Indemnity Agreement”) between the Company and its officers<br> and directors, a form of which is attached as Exhibit 10.6 hereto and is incorporated herein<br> by reference. |
| ● | An<br> Administrative Services Agreement between the Company and the Sponsor, a copy of which is<br> attached as Exhibit 10.7 hereto and is incorporated herein by reference. |
The material terms and conditions of the Company’s Amended Charter and the above agreements are fully described in the Registration Statement, and in the Company’s final prospectus, dated October 3, 2025, as filed with the SEC on October 6, 2025 (the “Prospectus”), and are incorporated herein by reference.
Item3.02 Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Sponsor Subscription Agreement, the Company completed the private sale to the Sponsor of 269,000 Units, at a purchase price of $10.00 per Unit. Additionally, pursuant to the Maxim Subscription Agreement, the Company completed the private sale to Maxim Partners LLC (“Maxim Partners”) of 138,000 Units at a purchase price of $10.00 per Unit (such private sales, collectively, the “Private Placement”). The Private Placement of the aggregate of 407,000 Units (the “Private Placement Units”) to the Sponsor and to Maxim Partners resulted in gross proceeds to the Company of $4,070,000.
The Private Placement Units are identical to the Units sold in the IPO, except that the Sponsor and Maxim Partners have agreed not to transfer, assign, or sell any of the Private Placement Units (except to certain permitted transferees) until after the completion of the Company’s initial business combination. No underwriting discounts or commissions, or other discounts or commissions, were paid with respect to the Private Placement. The holders were granted certain registration rights in connection with the purchase of the Private Placement Units and the underlying securities. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
In connection with the IPO, Joshua A. Adler and Peter Stoneberg were appointed to the board of directors of the Company (the “Board”). Joshua A. Adler and Peter Stoneberg are independent directors. Additionally Joshua A. Adler and Peter Stoneberg was each appointed to the Board’s audit committee, compensation committee, and nominating and corporate governance committee, with Mr. Adler serving as chair of the compensation committee and Mr. Stoneberg serving as chair of the nominating and corporate governance committee.
On October 3, 2025, each of the Company’s officers and directors entered into the Letter Agreement as well as an Indemnity Agreement with the Company in the forms filed as Exhibits 10.1 and 10.6, respectively, herewith and are incorporated herein by reference. Other than the foregoing, neither Mr. Adler nor Mr. Stoneberg are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item5.03 Amendments to the Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On October 3, 2025, in connection with the IPO, the Company adopted its Amended Charter, effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and the Prospectus and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item8.01 Other Events.
As of October 6, 2025, a total of $138,000,000, comprised of proceeds from the IPO and the sale of Units in the Private Placement, was placed in a U.S.-based trust account at Odyssey Transfer and Trust Company, as trustee, pursuant to the Investment Management Trust Agreement. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any Class A ordinary shares from public shareholders properly submitted in connection with a shareholder vote to amend the Amended Charter (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO or by such later date as may be approved by the Company’s shareholders in accordance with the Company’s Amended Charter (such period, the “Completion Window”), or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if it has not completed its initial business combination within the Completion Window, subject to applicable law.
On October 3, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On October 6, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| **** | AI INFRASTRUCTURE ACQUISITION CORP. | |
|---|---|---|
| By: | /s/ George Murnane | |
| George<br> Murnane | ||
| Chief<br> Financial Officer | ||
| Dated:<br> October 9, 2025 |
E****xhibit1.1
AIInfrastructure Acquisition Corp.
UNDERWRITINGAGREEMENT
New York, New York
October 3, 2025
Maxim Group LLC
300 Park Avenue, 16th Floor
New York, NY 10022
AsRepresentative of the Underwriters
namedon Schedule A hereto
Ladies and Gentlemen:
AI Infrastructure Acquisition Corp., a Cayman Islands exempted company, limited by shares (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
1. Purchase and Sale of Securities.
1.1 Firm Securities.
1.1.1 Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 12,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.85 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right to receive one-fifth (1/5) of one Ordinary Share (the “Rights”) upon the consummation by the Company of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) pursuant to the Rights Agreement (as defined in Section 2.24). The Ordinary Shares and Rights included in the Firm Units will trade separately on the 52^nd^ day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and Rights included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined in Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin.
1.1.2 Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such other time as shall be agreed upon by the Representative and the Company, at the offices of Loeb & Loeb LLP, counsel to the Underwriters (“Loeb”), or at such other place (including remotely by electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $120,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Odyssey Transfer and Trust Company (the “Trustee”). The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (as defined below) to the extent such Initial Shareholders acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.
1.2 Over-Allotment Option.
1.2.1 Option Units. The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 1,800,000 units (the “Option Units”), the gross proceeds of which will be deposited in the Trust Account, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the Ordinary Shares and Rights included in the Units, and the Ordinary Shares issuable upon conversion of the Rights are hereinafter referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2 Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice (which may be by email) to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3 Payment and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as follows: $9.85 per Option Unit shall be deposited by the Representative in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of DTC) for the account of the Representative. The certificates representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative requests in writing not less than one full Business Day prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Underwriters for applicable Option Units.
1.3 Private Placements.
1.3.1 Founder Shares. On May 25, 2025, AIIA Sponsor Ltd. (the “Sponsor”) acquired an aggregate of 3,833,333 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000. On or about October 2, 2025, the Company issued a share dividend resulting in an aggregate of 4,600,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) the date on which the Company completes a liquidation, merger, stock exchange, reorganization, or other similar transaction after the Business Combination, that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 30 days after the Business Combination, the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 600,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 25% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
1.3.2 Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 380,000 units (consisting of 260,000 units purchased by the Sponsor and 120,000 units purchased by the Underwriters) (collectively, the “Base Placement Units”), which units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per unit, in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement, up to an additional 9,000 units and the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreement, up to an additional 18,000 units (collectively, the “Option Placement Units” and, together with the Base Placement Units, the “Placement Units”). The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative to hold in a separate account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The private placement of the Placement Units to the Sponsor and the Underwriters is referred to herein as the “Unit Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. None of the Placement Units (or underlying securities) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Units and the underlying securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up, in addition to the restrictions on transfer set forth in the immediately preceding sentence, for a period of one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Units and the underlying securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.
1.3.3 The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that (i) none of the Placement Units will be transferable, assignable or salable until after the consummation of a Business Combination except to permitted transferees and (ii) will be entitled to registration rights. The Public Securities, the Placement Securities, the Representative Shares (as defined in Section 1.4) and the Founder Shares are hereinafter referred to collectively as the “Securities.”
1.4 Representative’s Ordinary Shares. Upon the closing of the Offering, the Company shall issue to the Representative or its designees 420,000 Ordinary Shares, or up to 483,000 Ordinary Shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The Representative has agreed, and caused its designees to agree, not to transfer, assign or sell any such Representative Shares until the completion of the Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Business Combination or amendment to the Company’s amended and restated memorandum and articles of association and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The Representative Shares shall be subject to a twelve (12)-month leak-out, limiting sales on any trading day to no more than ten percent (10%) of the daily trading volume of the Ordinary Shares, as measured on the date of sale. The Representative Shares will not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days from the commencement of sales of the Offering to anyone other than as permitted in accordance with FINRA Rule 5110(e)(2). On and after the 181st day following the commencement of sales of the Offering, transfers to others may be made subject to compliance with or exemptions from applicable securities laws and this Agreement. The certificates for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions.
1.5 Working Capital. Upon consummation of the Offering, approximately $965,000 of the net proceeds from the sale of Units and Placement Units will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.
1.6 Interest Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company and up to $50,000 for liquidation expenses, all as more fully described in the Prospectus (as defined below).
2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1 Filing of Registration Statement.
2.1.1 Pursuant to the Act. The Company has filed with the Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-289587), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Act, means 8:30 a.m. New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on September 23, 2025, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2 Pursuant to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-42891) providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, Ordinary Shares and Rights. The registration of the Units, Ordinary Shares and Rights under the Exchange Act has been declared effective by the Commission on the date hereof and the Units, Ordinary Shares and Rights have been registered pursuant to Section 12(b) of the Exchange Act.
2.1.3 No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any federal, state or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures in Registration Statement.
2.2.1 10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not and will not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the table of underwriters in the first paragraph of the section entitled “Underwriting,” the information with respect to stabilization transactions contained in the first and second paragraphs of the section entitled “Underwriting - Regulatory Restrictions on Purchase of Securities,” the information with respect to underwriting discounts and commissions in the section entitled “Underwriting,” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2 Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Statutory Prospectus and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described in the Registration Statement, the Statutory Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement, Statutory Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, the performance by the Company of the material provisions of such agreements or instruments will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.
2.2.3 Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration Statement.
2.2.4 Regulations. The disclosures in the Registration Statement, the Statutory Prospectus and Prospectus concerning the effects of federal, foreign, state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
2.3 Changes After Dates in Registration Statement.
2.3.1 No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Statutory Prospectus and the Prospectus.
2.3.2 Recent Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.
2.4 Independent Registered Public Accounting Firm. Hacker, Johnson & Smith PA (“HJ&S”), whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Statutory Prospectus, and the Prospectus, are, to the Company’s knowledge, independent registered public accountants as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge, HJ&S is currently registered with the PCAOB and in good standing. HJ&S has not, during the periods covered by the financial statements included in the Registration Statement, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical Data.
2.5.1 Financial Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Statutory Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus. The Registration Statement, the Statutory Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement, the Statutory Prospectus and the Prospectus in accordance with Regulation S-X or Form S-1 that have not been included as so required.
2.5.2 Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
2.6 Authorized Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Statutory Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Statutory Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities).
2.7.2 Public Securities; Representative Shares. The Public Securities and the Representative Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative Shares has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be. When paid for and issued, the Rights will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Rights are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.7.3 Placement Securities. The Placement Rights constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase Agreements will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken. The Placement Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
2.7.4 No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be or may be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities pursuant to the Registration Statement or the Placement Securities in the Unit Private Placement.
2.8 Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
2.9 Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.24) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.10 No Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Memorandum and Articles of Association of the Company, as amended (the “Charter Document”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.
2.11 No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other material agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter Document. The Company is not in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except for such violations which would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
2.12 Corporate Power; Licenses; Consents.
2.12.1 Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business for the purpose as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The disclosures in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other than in connection with its formation and in furtherance of this Offering.
2.12.2 Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection herewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and the Placement Securities and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by FINRA.
2.13 D&O Questionnaires. All information contained in the questionnaires (“Questionnaires”) completed by each of the Company’s officers, directors and shareholders (“Insiders”) and provided to the Representative and its counsel and the biographies of the Insiders contained in the Registration Statement, Statutory Prospectus and the Prospectus (to the extent a biography is contained) is, true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete in any material respect.
2.14 Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or to the Company’s knowledge, threatened against or involving the Company or, to the Company’s knowledge, any Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the Statutory Prospectus, the Prospectus or the Questionnaires.
2.15 Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a Material Adverse Effect.
2.16 No Contemplation of a Business Combination. The Company has not identified any Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.
2.17 Transactions Requiring Disclosure to FINRA.
2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as defined by FINRA.
2.17.2 Payments Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member participating in the Offering as defined in FINRA Rule 5110(j)(15) (“Participating FINRA Member”); or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating FINRA Member, within the 180-day period prior to the initial filing of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or an associated person or affiliate (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any Participating FINRA Member. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any underwriting compensation from the Company to a Participating FINRA Member.
2.17.3 FINRA Affiliation. Other than as disclosed to the Representative, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any Participating FINRA Member. The Company will advise the Representative and Loeb if it learns that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated person of a Participating FINRA Member.
2.17.4 Share Ownership. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).
2.17.5 Loans. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities has made a subordinated loan to any member of FINRA participating in the Offering.
2.17.6 Proceeds of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating in the Offering, except as specifically authorized herein.
2.17.7 Conflicts of Interest. To the Company’s knowledge, no Participating FINRA Member has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. Participating FINRA Members include managing agents, syndicate group members and all dealers which are members of FINRA.
2.18 Taxes.
2.18.1 There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.
2.18.2 The Company has filed all foreign, U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof, except in any case in which the failure to so file would not have a Material Adverse Effect. The Company has paid all taxes shown as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined, if any.
2.19 Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, any of the Insiders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2 Currency and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.
2.19.3 Patriot Act. Neither the Company nor to the Company’s knowledge, any Insider has violated the Bank Secrecy Act of 1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20 Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to the Representative or to Loeb shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.21 Agreements With Insiders.
2.21.1 Insider Letter. The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain matters. The Insider Letter shall not be amended, modified or otherwise changed without the prior written consent of the Representative.
2.21.2 Sponsor Purchase Agreement. The Company and the Sponsor have executed and delivered a Private Placement Unit Purchase Agreement, the form of which is filed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date consummate the purchase of and deliver the purchase price for the Placement Units to be sold to the Sponsor as provided in the Sponsor Purchase Agreement. Pursuant to the Insider Letter, the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Units. Certain proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Purchase Agreement.
2.21.3 Underwriters Purchase Agreement. The Company and the Underwriters have executed and delivered a Private Placement Unit Purchase Agreement, the form of which is filed as an exhibit to the Registration Statement (the “Underwriters Purchase Agreement,” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units to be sold to the Underwriters as provided in the Underwriters Purchase Agreement. Certain proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Underwriters Purchase Agreement.
2.21.3 Administrative Services Agreement. The Company and the Sponsor (or an affiliate of the Sponsor) have entered into an agreement (“Services Agreement”) substantially in the form filed as an exhibit to the Registration Statement pursuant to which the Sponsor (or an affiliate of the Sponsor) will make available to the Company office space, utilities and secretarial and administrative support for the Company’s use for $10,000 per month payable until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust Account, on the terms and subject to the conditions set forth in the Services Agreement.
2.21.4 Registration Rights Agreement. The Company and the Initial Shareholders have entered into a Registration Rights Agreement (“Registration Rights Agreement”) substantially in the form filed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement, the Statutory Prospectus and the Prospectus.
2.21.5 Loans. The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note filed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the consummation of the Offering.
2.22 Investment Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Unit Private Placement substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the funds held in the Trust Account may be released under limited circumstances.
2.23 Intentionally Omitted.
2.24 Rights Agreement. The Company has entered into a rights agreement with respect to the Rights included in the Units and the Placement Rights with Odyssey Transfer and Trust Company (“Odyssey”) substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”).
2.25 No Existing Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.
2.26 Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act.
2.27 Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Statutory Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.
2.28 Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.
2.29 Related Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Statutory Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Statutory Prospectus and Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.30 No Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing a journalist or publication to write or publish favorable information about the Company or any such affiliate.
2.31 Sarbanes-Oxley. The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.32 Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other than the Statutory Prospectus and the Prospectus, in each case as supplemented and amended.
2.33 New York Stock Exchange. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the New York Stock Exchange (“NYSE”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
2.34 Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” under the heading of the Statutory Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the NYSE that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the NYSE.
2.35 Emerging Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.36 No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the Applicable Time (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
2.37 Free-Writing Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
2.38 Dividends and Distributions. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and payable on the Securities may be paid by the Company to the holder thereof in United States dollars. No taxes, fees or charges (other than stamp duty) are payable (either by director assessment or withholding to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of payments made to the holders of Securities.
3. Covenants of the Company. The Company covenants and agrees as follows:
3.1 Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any such amendment or supplement to which the Representative reasonably objects in writing.
3.2 Federal Securities Laws.
3.2.1 Compliance. During the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act.
3.2.2 Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange Act Registration. The Company will use its best efforts to maintain the registration of the Public Securities under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier. The Company will not deregister the Public Securities under the Exchange Act without the prior written consent of the Representative.
3.2.4 Exchange Act Filings. From the Effective Date until the earlier of the Company’s Business Combination, or its liquidation and dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5 Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.
3.3 Free-Writing Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405.
3.4 Delivery to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually executed consents of certified experts.
3.5 Effectiveness and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading in any material respect. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6 Affiliated Transactions.
3.6.1 Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
3.6.2 Compensation to Insiders. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company shall not pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination.
3.7 Reports to the Representative. For a period of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Underwriters, (i) a copy of each periodic report the Company shall be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedule 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section.
3.8 Transfer Agent. For a period of five years following the Effective Date or until such earlier time upon which the Company is required to be liquidated, the Company shall retain a transfer agent and rights agent acceptable to the Representative. Odyssey is acceptable to the Representative.
3.9 Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) the preparation, printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Rights included in the Units, including any transfer or other taxes payable thereon, (iv) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters in connection therewith, (v) fees, costs and expenses incurred in listing the Securities on the NYSE or such other stock exchanges as the Company and the Underwriters together determine, (vi) all fees and disbursements of the transfer and rights agent, (vii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management, and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above up to a maximum aggregate accountable expense allowance of $100,000 (including any advances for such expenses).
3.10 Application of Net Proceeds. The Company will apply the net proceeds from the Offering and Unit Private Placement and received by it in a manner consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.11 Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable, but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive months beginning after the Effective Date.
3.12 Notice to FINRA.
3.12.1 Notice to FINRA. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) explanation as to why the person or entity providing the merger and acquisition services should not be considered a “Participating Member” with respect to the Offering, as such term is defined in FINRA Rule 5110. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.
3.12.2 FINRA. The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public Securities.
3.12.3 Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become a member of FINRA, it shall promptly notify FINRA.
3.13 Stabilization. Neither the Company, nor to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has taken and the Company will not take, and has directed its employees, directors and shareholders not to take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units.
3.14 Intentionally Omitted.
3.15 Intentionally Omitted.
3.16 Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.17 Accountants. Until the earlier of five years from the Effective Date or when the Company is required to be liquidated, the Company shall retain HJ&S or another independent registered public accounting firm reasonably acceptable to the Representative.
3.18 Form 8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the Offering and the Unit Private Placement. Within four (4) Business Days after the Closing Date, the Company shall use its commercially reasonable efforts to file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements. Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to disclose the exercise of such option.
3.19 Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction of the Representative (or its counsel).
3.20 Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.21 Amendments to Charter Document. The Company covenants and agrees, that prior to its Business Combination it will not seek to amend or modify its Charter Document, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.21.
3.22 Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s prior written consent (not to be unreasonably withheld), for a period of forty-five (45) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.
3.23 Insurance. The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company, its directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).
3.24 Electronic Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time).
3.25 Unit Private Placement Proceeds. On the Closing Date, the Company shall cause to be deposited proceeds from the Unit Private Placement into the Trust Account, or such other amount such that the amount of the funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds from the additional Placement Units sold on the Option Closing Date into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.
3.26 Future Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any rights in or claims against the Trust Account.
3.27 Amendments to Agreements. The Company shall not amend, modify or otherwise change the Trust Agreement, the Registration Rights Agreement, the Rights Agreement, the Purchase Agreements, the Services Agreement, or the Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld.
3.28 NYSE. Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities on the NYSE or a national securities exchange acceptable to the Representative.
3.29 Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon conversion of the Rights outstanding from time to time.
3.30 Notice of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person.
3.31 Disqualification of S-1. Until the earlier of seven years from the date hereof or until the Rights have either expired and are no longer convertible or have all been converted, the Company will not take any action or actions that prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Ordinary Shares issuable upon conversion of the Rights under the Act.
3.32 Emerging Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the earlier of five years after the consummation of the Company’s Business Combination, or the liquidation of the Trust Account if a Business Combination is not consummated as required by its Charter Document (the “Termination Date”).
3.33 Review of Financial Statements. Until the earlier of five years from the Effective Date or until the liquidation of the Trust Account if a Business Combination is not consummated by the Termination Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information and the filing of the Company’s Form 10-Q quarterly report.
3.34 Right of First Refusal. The Company agrees that if the Firm Units are sold in accordance with the terms of this Underwriting Agreement, the Company shall grant Representative the right of first refusal to act as the sole underwriter and sole book-running managing underwriter, or sole placement agent, for any and all future public and private equity, equity linked and debt offerings of the Company, or any successor to or any subsidiary of the Company. The right of first refusal shall commence on the Closing Date and terminate on the twelve (12) month anniversary of the closing of a Business Combination. Notwithstanding the foregoing, in accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three (3) years from the Effective Date. If the Representative fails to accept an offer within ten (10) Business Days after the mailing of a notice containing the material terms of a proposed financing by registered mail or overnight courier service addressed to the Representative, then the Representative shall have no further claim or right with respect to the financing proposal contained in such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Representative’s failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future proposals.
3.35 Tail Fee. The Representative shall be entitled to the underwriting fees set forth herein with respect to any financing of equity, equity-linked, convertible or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) consummated within twelve (12) months following the Closing Date with respect to any investors contacted by the Representative in connection with the Offering (the “Introduced Parties”), provided that the Representative shall provide a list of the Introduced Parties no later than five (5) Business Days after the Closing Date, subject to the Company’s confirmation.
3.36 Obligations in Connection with Business Combination. If, following the closing of the Offering, the Representative is engaged by the Company as a financial advisor, consultant, placement agent, underwriter, or similar role in connection with its Business Combination:
3.36.1 Prior to entering into any definitive agreement with respect to the Business Combination and until such time as such Business Combination is consummated:
(a) The Company will furnish or arrange to have furnished to the Representative all information concerning the Company, the target business of such proposed Business Combination, any entity that succeeds or will succeed the Company as a public company in connection with the Business Combination, or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant”) and the proposed Business Combination that the Representative deems appropriate and will provide the Representative with access to the Company’s officers, directors, employees, affiliates, appraisers, independent accountants, financial advisors, legal counsel and other agents, consultants and advisors (“Registrant Representatives”) and properties of any Registrant as requested by the Representative. The Company shall take all reasonable steps requested by the Representative to ensure that each Registrant and each of the Registrant Representatives cooperate fully with all requests by the Representative for such information and access.
(b) The Company agrees to notify the Representative with respect to, and to permit the Representative, at their request, to participate in all diligence sessions with any Registrant or its Registrant Representatives and all drafting sessions in respect of any registration statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation, any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, related to or in connection with the Business Combination (“Business Combination Securities Disclosure Documents”).
(c) The Company shall provide drafts of all Business Combination Securities Disclosure Documents to the Representative and their legal counsel reasonably in advance of the filing of any Business Combination Securities Disclosure Document with the Commission or the circulation of any Business Combination Securities Disclosure Document to any prospective investor, sufficient to allow the Representative and their legal counsel a reasonable time to request changes determined by them to be necessary or appropriate to such Business Combination Securities Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing to the Commission of any document (including, without limitation, any Business Combination Securities Disclosure Documents), the issuance of any press release or the publication of any other communication in any form, in each case relating to the issuance of Business Combination securities, without the prior written consent of the Representative, which consent shall not unreasonably be withheld, delayed or conditioned.
3.36.2 Notwithstanding any provision to the contrary herein, in connection with any Business Combination, the Company shall use all reasonable efforts to (i) require counsel to the Company and the Registrant to provide customary negative assurance letters to the Representative as of the consummation of the Business Combination in form and substance reasonably satisfactory to the Representative, (ii) require the accounting firm or firms that have audited any financial statements set forth in any Business Combination Securities Disclosure Document to provide customary “comfort letters” to the Representative pursuant to AU 634 of the Public Company Accounting Oversight Board as of the effectiveness of any Business Combination Securities Disclosure Document that was filed with, and declared effective by, the Commission, and as of the consummation of the Business Combination, (iii) require the Target Business to deliver certificates executed by the management of the Target Business as reasonably requested by Maxim, and (iv) take any other actions reasonably requested by the Representative. The Company agrees that it shall be responsible for the payment of all costs associated therewith and shall promptly reimburse the Representative for all out-of-pocket costs and expenses reasonably incurred by the Representative in connection with the foregoing, including the reasonable cost of any counsel retained by the Representative as they may deem necessary or desirable.
3.36.3 In connection with the Business Combination, to the extent the Company retains services (the “Fairness Opinion Provider”) to prepare a report and provide an opinion (the “Fairness Opinion”) concerning the fairness, from a financial point of view, of the Business Combination to the Company and its unaffiliated shareholders based upon, among other things, a financial review of the target business in the Business Combination (“Target Business”) and its business and operations, the Company shall disclose in reasonable detail in a Business Combination Securities Disclosure Document the results of that report and, as necessary or appropriate, a copy of that report. Each Registrant shall provide the Fairness Opinion Provider with all information and access to persons and documents that the Fairness Opinion Provider deems reasonably necessary and appropriate in connection with the preparation of its Fairness Opinion.
3.36.4 In connection with the Business Combination, the Company will engage an investigative search firm to conduct an investigation of the directors and executive officers of the Target Business and shall provide copies of the search reports to the Representative.
3.36.5 Prior to the consummation of the Business Combination, if the Business Combination does not directly or indirectly provide for the assumption of the Company’s obligations hereunder and the Company is not and will not be the surviving public company of such Business Combination, the Company shall ensure that each Target Business or other Registrant agrees to execute and deliver to the Representative a joinder agreement, in form and substance reasonably satisfactory to the Representative (such satisfaction not to be unreasonably withheld, delayed or conditioned), pursuant to which it shall join this Agreement as a signatory and a party and thus to be subject to all of the terms and conditions of this Agreement that remain in full force and effect after consummation of the Business Combination. In addition, in connection with the Business Combination, the Company will, and will use all reasonable efforts to cause each Registrant to, comply with the obligations and covenants of the Company set forth in this Agreement that then remain in full force and effect and comply in all material respects with all laws, rules and regulations applicable either to any Registrant and its business activities or to the Business Combination, as such laws, rules and regulations may be in effect at the time of the consummation of the Business Combination.
3.36.6 To the extent that the Representative determines, in its sole judgment, that the Underwriters are required to make any filing with FINRA other than in connection with the Offering or otherwise to comply with FINRA rules in connection with the Business Combination, the Company shall, upon the reasonable request of the Underwriters accompanied by a reasonable explanation of the applicable requirement(s), provide all necessary cooperation to the Representative and shall provide or cause to be provided to the Representative all information that the Representative deems necessary in order to make any such filings and in order to comply with FINRA rules. The Company shall be responsible for the fees and expenses of the Representative in connection with such filings, including the reasonable fees and expenses of counsel in an amount mutually agreed upon by the parties, and all filing fees associated therewith.
3.36.7 The Company acknowledges and agrees that nothing in this Section 3.36 shall be interpreted to obligate the Underwriters to take any action, or to refrain from taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion and may be governed by a separate, definitive written agreement between such Underwriter and the Company or another Registrant as such parties may mutually agree.
4. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1 Regulatory Matters.
4.1.1 Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Loeb.
4.1.2 FINRA Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the underwriting terms and arrangements and amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No Commission Stop Order. At the Closing Date and on each Option Closing Date, the Commission has not issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
4.1.4 NYSE. The Public Securities shall have been approved for listing on the NYSE, subject to official notice of issuance and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2 Company Counsel Matters.
4.2.1 Closing Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of each of Dykema Gossett PLLC and Ogier (Cayman) LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance reasonably satisfactory to the Representative and Loeb.
4.2.2 Reliance. In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Representative’s counsel if requested.
4.3 Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative from HJ&S dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:
4.3.1 Confirming that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus, Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
4.3.2 Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
4.3.3 Stating that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus, or (b) at a date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company as compared with amounts shown in the May 31, 2025 balance sheet included in the Registration Statement, the Statutory Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus or, if there was any decrease, setting forth the amount of such decrease, and (c) during the period from May 31, 2025 to a specified date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there were any changes in revenues, net earnings (losses) or net earnings (losses) per Ordinary Share, in each case as compared with the Statement of Operations for the period from May 13, 2025 (inception) through May 31, 2025 included in the Registration Statement, the Statutory Prospectus and the Prospectus, or, if there was any such change, setting forth the amount of such change;
4.3.4 Setting forth, at a date not later than five days prior to the Effective Date, the amount of liabilities of the Company (including a break-down of commercial papers and notes payable to banks);
4.3.5 Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information pertaining to the Company set forth in the Registration Statement, the Statutory Prospectus and the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
4.3.6 Stating that they have not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and
4.3.7 Statements as to such other matters incident to the transaction contemplated hereby as the Representative or its counsel may reasonably request, including: (i) that HJ&S is registered with the Public Company Accounting Oversight Board; (ii) that HJ&S has sufficient assets and insurance to pay for any liability incurred by it relating to providing the letter; and (iii) that HJ&S is not insolvent.
4.4 Officers’ Certificates.
4.4.1 Officers’ Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
4.4.2 Director’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by a Director of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Charter Document are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.5 No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, threatened by the Commission, and (iv) the Registration Statement, the Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.6 Delivery of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.
4.7 Placement Units. On the Closing Date and the Option Closing Date, as applicable, the Placement Units have been purchased as provided for in the Purchase Agreements and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited into the Trust Account.
5. Indemnification and Contribution.
5.1 Indemnification.
5.1.1 Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows:
(a) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 5.1(c)) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld; and
(c) against any and all expense whatsoever, as reasonably incurred (including the fees and disbursements of counsel), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a party), to the extent that any such expense is not paid under (a) or (b) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information.
5.1.2 Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.
5.1.3 Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
5.1.4 Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
5.2 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters (before deducting expenses) from the sale of Units on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, the Underwriters shall not be required to contribute any amount in excess of the commissions actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning of the Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 5.2, will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 5.2 except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 5.1.3.
6. Default by an Underwriter.
6.1 Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units the Representative do not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections 3.9, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3 Postponement of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.
7. Additional Covenants.
7.1 Additional Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any Ordinary Shares or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on a Business Combination.
7.2 Trust Account Waiver Acknowledgments. The payments payable by the Company as set forth in the service agreements with vendors and service providers has been or is expected to be paid off by the Company upon or promptly following the closing of the Offering. To the extent that (i) any remaining payments payable in excess of $50,000 in aggregate are in existence four (4) Business Days following the Closing or (ii) the Company shall incur additional payments under existing service agreements following the Closing, the Company will use reasonable best efforts to obtain trust waivers from current vendors and service providers. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $120,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Ordinary Shares contained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Document, (iii) to the Public Shareholders in connection with a shareholder vote to amend the Charter Document to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included in the Public Securities if the Company has not consummated a Business Combination within the period of time provided in the Charter Document or with respect to any other material provisions relating to shareholders’ rights or pre- Business Combination activity; or (iv) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
7.3 Insider Letter. The Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will not allow any amendments to, or waivers of, such Insider Letter without the prior written consent of the Representative, which consent shall not be unreasonably withheld.
7.4 Rule 419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
7.5 Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or their counsel (if so instructed by the Representative) with 10 copies of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.
7.6 Emerging Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the completion of the distribution of the Public Securities within the meaning of the Act.
7.7 Target Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.
8. Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.
9. Effective Date of This Agreement and Termination Thereof.
9.1 Effective Date. This Agreement shall become effective as of the date first written above.
9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (ii) if trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
9.3 Expenses. In the event that this Agreement shall not be carried out for any reason whatsoever, except as a result of the any Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement or with respect to a termination pursuant to Section 9.2(i) to (vi) hereof, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3.9 hereof, and (ii) the Company shall reimburse the Representative for any costs and expenses incurred in connection with enforcing any provisions of this Agreement.
9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand or reputable overnight courier or delivered by electronic transmission and confirmed and shall be deemed given when so emailed or delivered or if mailed, two days after such mailing.
If to the Representative:
Maxim Group LLC
300 Park Avenue, 16th Floor
New York, NY 10022
Attn: James Siegel, General Counsel
Email: jsiegel@maximgrp.com
Copy (which copy shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn: Mitchell S. Nussbaum and David J. Levine
Email: mnussbaum@loeb.com; dlevine@loeb.com
If to the Company:
AI Infrastructure Acquisition Corp.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Attn: Michael D. Winston, CEO
Email: mike@jet.ai
Copy (which copy shall not constitute notice) to:
Dykema Gossett PLLC
111 E. Kilbourn Ave., Suite 1050
Milwaukee, WI 53202
Attn: Kate L. Bechen, Peter F. Waltz and Hallie D. Heath
Email: KBechen@dykema.com; PWaltz@dykema.com; HHeath@dykema.com
10.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
10.3 Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4 Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5 Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Selected Dealers, the Company and the Controlling Persons, directors, agents, partners, members, employees and officers referred to in Section 5 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.
10.6 Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.
10.7 Submission to Jurisdiction. Each of the Company and the Representative irrevocably submit to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that prevailing party(ies) in any such action shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding.
10.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
10.9 Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.
10.10 Waiver. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.11 No Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
[Remainderof page intentionally left blank]
If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.
| Very truly yours, | |
|---|---|
| AI INFRASTRUCTURE ACQUISITION CORP. | |
| By: | /s/ Michael D. Winston |
| Name: | Michael D. Winston |
| Title: | Chief Executive Officer |
Acceptedon the date first above written.
MAXIM GROUP LLC,
as Representative of the several Underwriters
| By: | /s/ Lawrence Glassberg |
|---|---|
| Name: | Lawrence Glassberg |
| Title: | Head of Investment Banking |
[Signaturepage to Underwriting Agreement]
SCHEDULEA
AIINFRASTRUCTURE ACQUISITION CORP.
12,000,000Units
| Underwriters | Number of Firm Units to be<br> Purchased | |
|---|---|---|
| Maxim Group LLC | 12,000,000 | |
| Total | 12,000,000 |
EXHIBITA
FORMOF TARGET BUSINESS LETTER
AI INFRASTRUCTURE ACQUISITION CORP.
Ladies and Gentlemen:
Reference is made to the Final Prospectus of AI INFRASTRUCTURE ACQUISITION CORP. (the “Company”), dated as of October 3, 2025 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $120,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the required time period set forth in its Memorandum and Articles of Association as the same may be amended from time to time, (iii) to the Public Shareholders in connection with a shareholder vote to amend the Charter Document to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included in the Public Securities if the Company has not consummated a Business Combination within the period of time provided in the Charter Document or with respect to any other material provisions relating to shareholders’ rights or pre- Business Combination activity; or (iv) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
| Print Name of Target Business |
|---|
| Authorized Signature of Target Business |
EXHIBITB
FORMOF VENDOR LETTER
AI INFRASTRUCTURE ACQUISITION CORP.
Ladies and Gentlemen:
Reference is made to the Final Prospectus of AI INFRASTRUCTURE ACQUISITION CORP. (the “Company”), dated as of October 3, 2025 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $120,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the required time period set forth in its Memorandum and Articles of Association as the same may be amended from time to time, (iii) to the Public Shareholders in connection with a shareholder vote to amend the Charter Document to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included in the Public Securities if the Company has not consummated a Business Combination within the period of time provided in the Charter Document or with respect to any other material provisions relating to shareholders’ rights or pre- Business Combination activity; or (iv) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever.
| Print Name of Vendor |
|---|
| Authorized Signature of Vendor |
Exhibit 3.1
Companies Act (Revised)
Company Limited by Shares
AI Infrastructure Acquisition Corp.
| AMENDED<br> AND RESTATED memorandum of association<br><br> <br><br><br> <br>(Adopted by special resolution passed on 3 October<br> 2025) |
|---|
| 1 |
| --- |
Companies Act (Revised)
Company Limited by Shares
Amended and Restated Memorandum of Association
of
AI Infrastructure Acquisition Corp.
(Adopted by special resolution passed on 3 October 2025)
| 1 | The name of the Company is AI Infrastructure Acquisition Corp. |
|---|---|
| 2 | The Company’s registered office will be situated at the office of Ogier<br> Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other<br> place in the Cayman Islands as the directors may at any time decide. |
| --- | --- |
| 3 | The Company’s objects are unrestricted. As provided by section 7(4) of<br> the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited<br> by any law of the Cayman Islands. |
| --- | --- |
| 4 | The Company has unrestricted corporate capacity. Without limitation to<br> the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable<br> of exercising all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit. |
| --- | --- |
| 5 | Nothing in any of the preceding paragraphs permits the Company to carry<br> on any of the following businesses without being duly licensed, namely: |
| --- | --- |
| (a) | the business of a bank or trust company<br> without being licensed in that behalf under the Banks and Trust Companies Act (Revised);<br> or |
| --- | --- |
| (b) | insurance business from within the Cayman<br> Islands or the business of an insurance manager, agent, sub-agent or broker without being<br> licensed in that behalf under the Insurance Act (Revised);or |
| --- | --- |
| (c) | the business of company management without<br> being licensed in that behalf under the Companies Management Act (Revised). |
| --- | --- |
| 6 | Unless licensed to do so, the Company will not trade in the Cayman Islands<br> with any person, firm or corporation except in furtherance of its business carried on outside the Cayman<br> Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise<br> in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman<br> Islands. |
| --- | --- |
| 2 |
| --- | | 7 | The Company is a company limited by shares and accordingly the liability<br> of each member is limited to the amount (if any) unpaid on that member’s shares. | | --- | --- | | 8 | The share capital of the Company is USD50,000 divided into 440,000,000<br> Class A ordinary shares of par value USD0.0001 each, 40,000,000 Class B ordinary shares of par value USD0.0001<br> each, 20,000,000 preference shares of par value USD0.0001 each. However, subject to the Companies Act (Revised)<br> and the Company’s articles of association, the Company has power to do any one or more of the following: | | --- | --- | | (a) | to redeem or repurchase any of its shares;<br> and | | --- | --- | | (b) | to increase or reduce its capital; and | | --- | --- | | (c) | to issue any part of its capital (whether<br> original, redeemed, increased or reduced): | | --- | --- | | (i) | with or without any preferential,<br> deferred, qualified or special rights, privileges or conditions; or | | --- | --- | | (ii) | subject to any limitations or restrictions | | --- | --- |
and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or
| (d) | to alter any of those rights, privileges,<br> conditions, limitations or restrictions. |
|---|---|
| 9 | The Company has power to register by way of continuation as a body corporate<br> limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered<br> in the Cayman Islands. |
| --- | --- |
| 3 |
| --- | | Companies Act (Revised)<br><br> of the Cayman Islands<br><br> <br><br><br> <br>Company Limited by Shares **** | | | --- | --- | | | <br> Amended and Restated<br><br> Articles of Association<br><br> OF<br><br> ai infrastructure acquisition corp.<br><br> <br><br><br> <br>(Adopted by special resolution passed on 3 October 2025) |
| 4 |
| --- |
CONTENTS
| 1 | Interpretation | 7 |
|---|---|---|
| 2 | Commencement of Business | 13 |
| 3 | Issue of Shares and other Securities | 14 |
| 4 | Register of Members | 14 |
| 5 | Closing Register of Members or Fixing Record Date | 15 |
| 6 | Certificates for Shares | 15 |
| 7 | Transfer of Shares | 16 |
| 8 | Redemption, Repurchase and Surrender of Shares | 16 |
| 9 | Treasury Shares | 17 |
| 10 | Variation of Rights of Shares | 17 |
| 11 | Commission on Sale of Shares | 18 |
| 12 | Non-Recognition of Trusts | 18 |
| 13 | Lien on Shares | 18 |
| 14 | Calls on Shares | 19 |
| 15 | Forfeiture of Shares | 20 |
| 16 | Transmission of Shares | 21 |
| 17 | Class B Share Conversion | 22 |
| 18 | Amendments of Memorandum and Articles and Alteration of Capital | 23 |
| 19 | Offices and Places of Business | 24 |
| 20 | General Meetings | 24 |
| 21 | Notice of General Meetings | 24 |
| 22 | Advance Notice for Business | 25 |
| 23 | Proceedings at General Meetings | 25 |
| 24 | Votes of Members | 27 |
| 25 | Proxies | 28 |
| 26 | Corporate Members | 29 |
| 27 | Shares that may not be Voted | 29 |
| 28 | Directors | 29 |
| 29 | Powers of Directors | 30 |
| 30 | Appointment and Removal of Directors | 30 |
| 31 | Vacation of Office of Director | 30 |
| 32 | Proceedings of Directors | 31 |
| 33 | Presumption of Assent | 32 |
| 34 | Directors’ Interests | 32 |
| 5 |
| --- | ||
|---|---|---|
| --- | --- | --- |
| 36 | Delegation of Directors’ Powers | 33 |
| 37 | No Minimum Shareholding | 35 |
| 38 | Remuneration of Directors | 35 |
| 39 | Seal | 35 |
| 40 | Dividends, Distributions and Reserve | 36 |
| 41 | Capitalisation | 37 |
| 42 | Books of Account | 37 |
| 43 | Audit | 38 |
| 44 | Notices | 39 |
| 45 | Winding Up | 40 |
| 46 | Indemnity and Insurance | 41 |
| 47 | Financial Year | 42 |
| 48 | Transfer by Way of Continuation | 42 |
| 49 | Mergers and Consolidations | 42 |
| 50 | Business Combination | 42 |
| 51 | Certain Tax Filings | 45 |
| 52 | Business Opportunities | 45 |
| 53 | Exclusive Jurisdiction | 46 |
| 6 |
| --- |
Companies Act (Revised)
of the Cayman Islands
Company Limited by Shares
Amended and Restated Articles of Association
of
AI Infrastructure Acquisition Corp.
(Adopted by special resolution passed on 3 October 2025)
| 1 | Interpretation |
|---|---|
| 1.1 | In the Articles Table A in the First Schedule<br> to the Statute does not apply and, unless there is something in the subject or context inconsistent<br> therewith: |
| --- | --- |
| Affiliate | in respect of a person, means any other person that, directly or indirectly, through<br> one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural<br> person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law<br> and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for<br> the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the<br> foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly,<br> or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. |
| --- | --- |
| Applicable Law | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations,<br> permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. |
| Articles | means these amended and restated articles of association of the Company. |
| 7 |
| --- | | Audit Committee | means the audit committee of the board of Directors of the Company established pursuant<br> to the Articles, or any successor committee. | | --- | --- | | Auditor | means the person for the time being performing the duties of auditor of the Company (if any). | | Business Combination | means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or<br> similar business combination involving the Company, with one or more businesses or entities (the target business), which Business<br> Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more<br> target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the assets held in the Trust<br> Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred<br> underwriting discount held in trust) at the time of the signing of the definitive agreement to enter into such Business Combination;<br> and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations. | | business day | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions<br> or trust companies are authorised or obligated by law to close in New York City. | | Cause | means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings<br> a Director or the Company into disrepute or which results in a material financial detriment to the Company. | | Clearing House | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary<br> receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | | Class A Share | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | | Class B Share | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. |
| 8 |
| --- | | Company | means the above named company. | | --- | --- | | Company’s Website | means the website of the Company and/or its web-address or domain name, if any. | | Compensation Committee | means the compensation committee of the board of Directors of the Company established pursuant to<br> the Articles, or any successor committee. | | Deadline Date | has the meaning given to it in Article 50.7. | | Designated Stock Exchange | means any United States national securities exchange on which the securities of the Company are listed<br> for trading, including, but not limited to, the New York Stock Exchange LLC, The Nasdaq Stock Market LLC, the NYSE MKT LLC or any<br> over-the-counter (OTC) market. | | Directors | means the directors for the time being of the Company. | | Dividend | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | | Electronic Communication | means a communication sent by electronic means, including electronic posting to the Company’s<br> Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission)<br> or other electronic delivery methods as otherwise decided and approved by the Directors. | | Electronic Record | has the same meaning as in the Electronic Transactions Act. | | Electronic Transactions Act | means the Electronic Transactions Act (Revised) of the Cayman Islands. | | Equity-linked Securities | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A<br> Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement<br> of equity or debt. | | Exchange Act | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal<br> statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at<br> the time. |
| 9 |
| --- | | Founders | means all Members immediately prior to the consummation of the IPO. | | --- | --- | | Independent Director | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule<br> 10A-3 under the Exchange Act, as the case may be. | | IPO | means the Company’s initial public offering of securities. | | Member | has the same meaning as in the Statute. | | Memorandum | means the amended and restated memorandum of association of the Company. | | Nominating and Corporate Governance Committee | means any nominating and corporate governance committee of the board of Directors of the Company<br> established pursuant to the Articles, or any successor committee. | | Officer | means a person appointed to hold an office in the Company. | | Ordinary Resolution | means a resolution: | | (a) | passed<br> by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general<br> meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each<br> Member is entitled; or | | --- | --- | | (b) | approved<br> in writing by all of the Members entitled to vote on such matter at a general meeting of the Company (or such lower threshold as<br> may be allowed under the Statute from time to time). | | --- | --- | | Ordinary Shares | means the Class A Shares and the Class B Shares, collectively. | | --- | --- |
| 10 |
| --- | | Over-Allotment Option | means the option of the Underwriters to purchase up to an additional fifteen per cent<br> (15%) of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts<br> and commissions. | | --- | --- | | Preference Share | means a preference share of a par value of US$0.0001 in the share capital of the Company. | | Public Share | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | | Redemption Notice | means a notice in a form approved by the Directors by which a holder of Public Shares is entitled<br> to require the Company to redeem its Public Shares, subject to any conditions contained therein. | | Register of Members | means the Register of Members maintained in accordance with the Statute and includes (except where<br> otherwise stated) any branch or duplicate Register of Members. | | Registered Office | means the registered office for the time being of the Company. | | Representative | means a representative of the Underwriters. | | Seal | means the common seal of the Company and includes every duplicate seal. | | Securities and Exchange Commission | means the United States Securities and Exchange Commission. | | Share | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in<br> the Company. | | Special Resolution | means a special resolution of the Company passed in accordance with the Statute, being<br> a resolution: | | --- | --- | | (a) | passed by a majority of not less than two-thirds, other than with respect to amending<br> either of Articles 30.1 or 48.2 (except where such amendment is proposed in respect of the consummation of a Business Combination)<br> where such majority shall be at least ninety per cent (90%), of such Members as, being entitled to do so, vote in person or, where<br> proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution<br> as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of<br> votes to which each Member is entitled; or | | --- | --- |
| 11 |
| --- | | (b) | approved in writing by all of the Members entitled to vote at a general meeting of the Company<br> (or such lower threshold as may be allowed under the Statute from time to time). | | --- | --- | | Sponsor | means AIIA Sponsor Ltd, an ordinary resident company incorporated in the Cayman Islands,<br> and its successors or assigns. | | --- | --- | | Statute | means the Companies Act (Revised) of the Cayman Islands. | | Tax Filing Authorised Person | means such person as any Director shall designate from time to time, acting severally. | | Treasury Share | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | | Trust Account | means the trust account established by the Company upon the consummation of its IPO and into which<br> a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of units simultaneously<br> with the closing date of the IPO, will be deposited. | | Underwriter | means an underwriter of the IPO from time to time and any successor underwriter. | | 1.2 | In the Articles: | | --- | --- | | (a) | words importing the singular number<br> include the plural number and vice versa; | | --- | --- | | (b) | words importing the masculine gender<br> include the feminine gender; | | --- | --- | | (c) | words importing persons include corporations<br> as well as any other legal or natural person; | | --- | --- |
| 12 |
| --- | | (d) | “written” and “in writing” include all modes of representing or reproducing words in visible form,<br> including in the form of an Electronic Record; | | --- | --- | | (e) | “shall” shall be<br> construed as imperative and “may” shall be construed as permissive; | | --- | --- | | (f) | references to provisions of any law<br> or regulation shall be construed as references to those provisions as amended, modified,<br> re-enacted or replaced; | | --- | --- | | (g) | any phrase introduced by the terms<br> “including”, “include”, “in particular”<br> or any similar expression shall be construed as illustrative and shall not limit the sense<br> of the words preceding those terms; | | --- | --- | | (h) | the term “and/or”<br> is used herein to mean both “and” as well as “or.” The use of “and/or”<br> in certain contexts in no respects qualifies or modifies the use of the terms “and”<br> or “or” in others. The term “or” shall not be interpreted to be exclusive<br> and the term “and” shall not be interpreted to require the conjunctive (in each<br> case, unless the context otherwise requires); | | --- | --- | | (i) | headings are inserted for reference<br> only and shall be ignored in construing the Articles; | | --- | --- | | (j) | any requirements as to delivery under<br> the Articles include delivery in the form of an Electronic Record; | | --- | --- | | (k) | any requirements as to execution or<br> signature under the Articles including the execution of the Articles themselves can be satisfied<br> in the form of an electronic signature as defined in the Electronic Transactions Act; | | --- | --- | | (l) | sections 8 and 19(3) of the Electronic<br> Transactions Act shall not apply; | | --- | --- | | (m) | the term “clear days”<br> in relation to the period of a notice means that period excluding the day when the notice<br> is received or deemed to be received and the day for which it is given or on which it is<br> to take effect; and | | --- | --- | | (n) | the term “holder”<br> in relation to a Share means a person whose name is entered in the Register of Members as<br> the holder of such Share. | | --- | --- | | 2 | Commencement of Business | | --- | --- | | 2.1 | The business of the Company may be commenced<br> as soon after incorporation of the Company as the Directors shall see fit. | | --- | --- | | 2.2 | The Directors may pay, out of the capital<br> or any other monies of the Company, all expenses incurred in or about the formation and establishment<br> of the Company, including the expenses of registration. | | --- | --- |
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| --- | | 3 | Issue of Shares and other Securities | | --- | --- | | 3.1 | Subject to the provisions, if any, in the<br> Memorandum (and to any direction that may be given by the Company in general meeting) and,<br> where applicable, the rules and regulations of the Designated Stock Exchange, the Securities<br> and Exchange Commission and/or any other competent regulatory authority or otherwise under<br> Applicable Law, and without prejudice to any rights attached to any existing Shares, the<br> Directors may allot, issue, grant options over or otherwise dispose of Shares (including<br> fractions of a Share) with or without preferred, deferred or other rights or restrictions,<br> whether in regard to Dividends or other distributions, voting, return of capital or otherwise<br> and to such persons, at such times and on such other terms as they think proper, and may<br> also (subject to the Statute and the Articles) vary such rights, save that the Directors<br> shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions<br> of a Share) to the extent that it may affect the ability of the Company to carry out a Class<br> B Share Conversion set out in the Articles. | | --- | --- | | 3.2 | The Company may issue rights, options, warrants<br> or convertible securities or securities of similar nature conferring the right upon the holders<br> thereof to subscribe for, purchase or receive any class of Shares or other securities in<br> the Company on such terms as the Directors may from time to time determine. | | --- | --- | | 3.3 | The Company may issue units of securities<br> in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants<br> or convertible securities or securities of similar nature conferring the right upon the holders<br> thereof to subscribe for, purchase or receive any class of Shares or other securities in<br> the Company, upon such terms as the Directors may from time to time determine. The securities<br> comprising any such units which are issued pursuant to the IPO can only be traded separately<br> from one another on the 52nd day following the date of the prospectus relating to the IPO<br> unless the Representative(s) determines that an earlier date is acceptable, subject to the<br> Company having filed a current report on Form 8-K with the Securities and Exchange Commission<br> and a press release announcing when such separate trading will begin. Prior to such date,<br> the units can be traded, but the securities comprising such units cannot be traded separately<br> from one another. | | --- | --- | | 3.4 | The Company shall not issue Shares to bearer. | | --- | --- | | 4 | Register of Members | | --- | --- | | 4.1 | The Company shall maintain or cause to be<br> maintained the Register of Members in accordance with the Statute. | | --- | --- | | 4.2 | The Directors may determine that the Company<br> shall maintain one or more branch registers of Members in accordance with the Statute. The<br> Directors may also determine which register of Members shall constitute the principal register<br> and which shall constitute the branch register or registers, and to vary such determination<br> from time to time. | | --- | --- |
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| --- | | 5 | Closing Register of Members or Fixing Record<br> Date | | --- | --- | | 5.1 | For the purpose of determining Members entitled<br> to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members<br> entitled to receive payment of any Dividend or other distribution, or in order to make a<br> determination of Members for any other purpose, the Directors may, after notice has been<br> given by advertisement in an appointed newspaper or any other newspaper or by any other means<br> in accordance with the rules and regulations of the Designated Stock Exchange, the Securities<br> and Exchange Commission and/or any other competent regulatory authority or otherwise under<br> Applicable Law, provide that the Register of Members shall be closed for transfers for a<br> stated period which shall not in any case exceed forty days. | | --- | --- | | 5.2 | In lieu of, or apart from, closing the Register<br> of Members, the Directors may fix in advance or arrears a date as the record date for any<br> such determination of Members entitled to notice of, or to vote at any meeting of the Members<br> or any adjournment thereof, or for the purpose of determining the Members entitled to receive<br> payment of any Dividend or other distribution, or in order to make a determination of Members<br> for any other purpose. | | --- | --- | | 5.3 | If the Register of Members is not so closed<br> and no record date is fixed for the determination of Members entitled to notice of, or to<br> vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other<br> distribution, the date on which notice of the meeting is sent or the date on which the resolution<br> of the Directors resolving to pay such Dividend or other distribution is passed, as the case<br> may be, shall be the record date for such determination of Members. When a determination<br> of Members entitled to vote at any meeting of Members has been made as provided in this Article,<br> such determination shall apply to any adjournment thereof. | | --- | --- | | 6 | Certificates for Shares | | --- | --- | | 6.1 | A Member shall only be entitled to a share<br> certificate if the Directors resolve that share certificates shall be issued. Share certificates<br> representing Shares, if any, shall be in such form as the Directors may determine. Share<br> certificates shall be signed by one or more Directors or other person authorised by the Directors.<br> The Directors may authorise certificates to be issued with the authorised signature(s) affixed<br> by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise<br> identified and shall specify the Shares to which they relate. All certificates surrendered<br> to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate<br> shall be issued until the former certificate representing a like number of relevant Shares<br> shall have been surrendered and cancelled. | | --- | --- | | 6.2 | The Company shall not be bound to issue<br> more than one certificate for Shares held jointly by more than one person and delivery of<br> a certificate to one joint holder shall be a sufficient delivery to all of them. | | --- | --- |
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| --- | | 6.3 | If a share certificate is defaced, worn<br> out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity<br> and on the payment of such expenses reasonably incurred by the Company in investigating evidence,<br> as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery<br> of the old certificate. | | --- | --- | | 6.4 | Every share certificate sent in accordance<br> with the Articles will be sent at the risk of the Member or other person entitled to the<br> certificate. The Company will not be responsible for any share certificate lost or delayed<br> in the course of delivery. | | --- | --- | | 6.5 | Share certificates shall be issued within<br> the relevant time limit as prescribed by the Statute, if applicable, or as the rules and<br> regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or<br> any other competent regulatory authority or otherwise under Applicable Law may from time<br> to time determine, whichever is shorter, after the allotment or, except in the case of a<br> Share transfer which the Company is for the time being entitled to refuse to register and<br> does not register, after lodgement of a Share transfer with the Company. | | --- | --- | | 7 | Transfer of Shares | | --- | --- | | 7.1 | Subject to the terms of the Articles, any<br> Member may transfer all or any of his Shares by an instrument of transfer provided that such<br> transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities<br> and Exchange Commission and/or any other competent regulatory authority or otherwise under<br> Applicable Law. If the Shares in question were issued in conjunction with rights, options,<br> warrants or units issued pursuant to the Articles on terms that one cannot be transferred<br> without the other, the Directors shall refuse to register the transfer of any such Share<br> without evidence satisfactory to them of the like transfer of such right, option, warrant<br> or unit. | | --- | --- | | 7.2 | The instrument of transfer of any Share<br> shall be in writing in the usual or common form or in a form prescribed by the rules and<br> regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or<br> any other competent regulatory authority or otherwise under Applicable Law or in any other<br> form approved by the Directors and shall be executed by or on behalf of the transferor (and<br> if the Directors so require, signed by or on behalf of the transferee) and may be under hand<br> or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by<br> machine imprinted signature or by such other manner of execution as the Directors may approve<br> from time to time. The transferor shall be deemed to remain the holder of a Share until the<br> name of the transferee is entered in the Register of Members. | | --- | --- | | 8 | Redemption, Repurchase and Surrender of Shares | | --- | --- | | 8.1 | Subject to the provisions of the Statute,<br> and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities<br> and Exchange Commission and/or any other competent regulatory authority or otherwise under<br> Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be<br> redeemed at the option of the Member or the Company. The redemption of such Shares, except<br> Public Shares, shall be effected in such manner and upon such other terms as the Company<br> may, by Ordinary Resolution, determine before the issue of such Shares. With respect to redeeming<br> or repurchasing the Shares: | | --- | --- | | (a) | Members who hold Public Shares are<br> entitled to request the redemption of such Shares in the circumstances described in the Business<br> Combination Article hereof; | | --- | --- |
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| --- | | (b) | Class B Shares held by the Founders<br> shall be surrendered by the Founders on a pro rata basis for no consideration to the extent<br> that the Over-Allotment Option is not exercised in full so that the Founders will own twenty<br> five per cent (25%) of the Company’s issued Shares after the IPO (including any Class<br> A Shares issued pursuant to the Over-Allotment Option and exclusive of any securities purchased<br> in a private placement simultaneously with the IPO); and | | --- | --- | | (c) | Public Shares shall be repurchased<br> by way of tender offer in the circumstances set out in the Business Combination Article hereof. | | --- | --- | | 8.2 | Subject to the provisions of the Statute,<br> and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities<br> and Exchange Commission and/or any other competent regulatory authority or otherwise under<br> Applicable Law, the Company may purchase its own Shares (including any redeemable Shares)<br> in such manner and on such other terms as the Directors may agree with the relevant Member<br> or in the manner set out in the Business Combination Article hereof. For the avoidance of<br> doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in<br> the Article above shall not require further approval of the Members. | | --- | --- | | 8.3 | The Company may make a payment in respect<br> of the redemption or purchase of its own Shares in any manner permitted by the Statute, including<br> out of capital. | | --- | --- | | 8.4 | The Directors may accept the surrender for<br> no consideration of any fully paid Share. | | --- | --- | | 9 | Treasury Shares | | --- | --- | | 9.1 | The Directors may, prior to the purchase,<br> redemption or surrender of any Share, determine that such Share shall be held as a Treasury<br> Share. | | --- | --- | | 9.2 | The Directors may determine to cancel a<br> Treasury Share or transfer a Treasury Share on such terms as they think proper (including,<br> without limitation, for nil consideration). | | --- | --- | | 10 | Variation of Rights of Shares | | --- | --- | | 10.1 | Subject to Article 3.1, if at any time<br> the share capital of the Company is divided into different classes of Shares, all or any<br> of the rights attached to any class (unless otherwise provided by the terms of issue of the<br> Shares of that class) may, whether or not the Company is being wound up, be varied without<br> the consent of the holders of the issued Shares of that class where such variation is considered<br> by the Directors not to have a material adverse effect upon such rights; otherwise, any such<br> variation shall be made only with the consent in writing of the holders of not less than<br> two-thirds of the issued Shares of that class (other than with respect to a waiver of the<br> provisions of the Class B Share Conversion Article hereof, which as stated therein shall<br> only require the consent in writing of the holders of a majority of the issued Shares of<br> that class), or with the approval of a resolution passed by a majority of not less than two-thirds<br> of the votes cast at a separate meeting of the holders of the Shares of that class. For the<br> avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation<br> may not have a material adverse effect, to obtain consent from the holders of Shares of the<br> relevant class. To any such meeting all the provisions of the Articles relating to general<br> meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person<br> holding or representing by proxy at least one-third of the issued Shares of the class and<br> that any holder of Shares of the class present in person or by proxy may demand a poll. | | --- | --- |
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| --- | | 10.2 | For the purposes of a separate class meeting,<br> the Directors may treat two or more or all the classes of Shares as forming one class of<br> Shares if the Directors consider that such class of Shares would be affected in the same<br> way by the proposals under consideration, but in any other case shall treat them as separate<br> classes of Shares. | | --- | --- | | 10.3 | The rights conferred upon the holders of<br> the Shares of any class issued with preferred or other rights shall not, unless otherwise<br> expressly provided by the terms of issue of the Shares of that class, be deemed to be varied:<br> (i) by the creation or issue of further Shares ranking pari passu therewith or Shares<br> issued with preferred or other rights; or (ii) where the constitutional documents of the<br> Company are amended or new constitutional documents of the Company are adopted, in each case,<br> as a result of the Company undertaking a transfer by way of continuation to a jurisdiction<br> outside the Cayman Islands. | | --- | --- | | 11 | Commission on Sale of Shares | | --- | --- |
The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.
| 12 | Non-Recognition of Trusts |
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The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.
| 13 | Lien on Shares |
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| 13.1 | The Company shall have a first and paramount<br> lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether<br> solely or jointly with others) for all debts, liabilities or engagements to or with the Company<br> (whether presently payable or not) by such Member or his estate, either alone or jointly<br> with any other person, whether a Member or not, but the Directors may at any time declare<br> any Share to be wholly or in part exempt from the provisions of this Article. The registration<br> of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon.<br> The Company’s lien on a Share shall also extend to any amount payable in respect of<br> that Share. |
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| --- | | 13.2 | The Company may sell, in such manner as<br> the Directors think fit, any Shares on which the Company has a lien, if a sum in respect<br> of which the lien exists is presently payable, and is not paid within fourteen clear days<br> after notice has been received or deemed to have been received by the holder of the Shares,<br> or to the person entitled to it in consequence of the death or bankruptcy of the holder,<br> demanding payment and stating that if the notice is not complied with the Shares may be sold. | | --- | --- | | 13.3 | To give effect to any such sale the Directors<br> may authorise any person to execute an instrument of transfer of the Shares sold to, or in<br> accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered<br> as the holder of the Shares comprised in any such transfer, and he shall not be bound to<br> see to the application of the purchase money, nor shall his title to the Shares be affected<br> by any irregularity or invalidity in the sale or the exercise of the Company’s power<br> of sale under the Articles. | | --- | --- | | 13.4 | The net proceeds of such sale after payment<br> of costs, shall be applied in payment of such part of the amount in respect of which the<br> lien exists as is presently payable and any balance shall (subject to a like lien for sums<br> not presently payable as existed upon the Shares before the sale) be paid to the person entitled<br> to the Shares at the date of the sale. | | --- | --- | | 14 | Calls on Shares | | --- | --- | | 14.1 | Subject to the terms of the allotment and<br> issue of any Shares, the Directors may make calls upon the Members in respect of any monies<br> unpaid on their Shares (whether in respect of par value or premium), and each Member shall<br> (subject to receiving at least fourteen clear days’ notice specifying the time or times<br> of payment) pay to the Company at the time or times so specified the amount called on the<br> Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine.<br> A call may be required to be paid by instalments. A person upon whom a call is made shall<br> remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares<br> in respect of which the call was made. | | --- | --- | | 14.2 | A call shall be deemed to have been made<br> at the time when the resolution of the Directors authorising such call was passed. | | --- | --- | | 14.3 | The joint holders of a Share shall be jointly<br> and severally liable to pay all calls in respect thereof. | | --- | --- | | 14.4 | If a call remains unpaid after it has become<br> due and payable, the person from whom it is due shall pay interest on the amount unpaid from<br> the day it became due and payable until it is paid at such rate as the Directors may determine<br> (and in addition all expenses that have been incurred by the Company by reason of such non-payment),<br> but the Directors may waive payment of the interest or expenses wholly or in part. | | --- | --- |
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| --- | | 14.5 | An amount payable in respect of a Share<br> on issue or allotment or at any fixed date, whether on account of the par value of the Share<br> or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions<br> of the Articles shall apply as if that amount had become due and payable by virtue of a call. | | --- | --- | | 14.6 | The Directors may issue Shares with different<br> terms as to the amount and times of payment of calls, or the interest to be paid. | | --- | --- | | 14.7 | The Directors may, if they think fit, receive<br> an amount from any Member willing to advance all or any part of the monies uncalled and unpaid<br> upon any Shares held by him, and may (until the amount would otherwise become payable) pay<br> interest at such rate as may be agreed upon between the Directors and the Member paying such<br> amount in advance. | | --- | --- | | 14.8 | No such amount paid in advance of calls<br> shall entitle the Member paying such amount to any portion of a Dividend or other distribution<br> payable in respect of any period prior to the date upon which such amount would, but for<br> such payment, become payable. | | --- | --- | | 15 | Forfeiture of Shares | | --- | --- | | 15.1 | If a call or instalment of a call remains<br> unpaid after it has become due and payable the Directors may give to the person from whom<br> it is due not less than fourteen clear days’ notice requiring payment of the amount<br> unpaid together with any interest which may have accrued and any expenses incurred by the<br> Company by reason of such non-payment. The notice shall specify where payment is to be made<br> and shall state that if the notice is not complied with the Shares in respect of which the<br> call was made will be liable to be forfeited. | | --- | --- | | 15.2 | If the notice is not complied with, any<br> Share in respect of which it was given may, before the payment required by the notice has<br> been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all<br> Dividends, other distributions or other monies payable in respect of the forfeited Share<br> and not paid before the forfeiture. | | --- | --- | | 15.3 | A forfeited Share may be sold, re-allotted<br> or otherwise disposed of on such terms and in such manner as the Directors think fit and<br> at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on<br> such terms as the Directors think fit. Where for the purposes of its disposal a forfeited<br> Share is to be transferred to any person the Directors may authorise some person to execute<br> an instrument of transfer of the Share in favour of that person. | | --- | --- | | 15.4 | A person any of whose Shares have been<br> forfeited shall cease to be a Member in respect of them and shall surrender to the Company<br> for cancellation the certificate for the Shares forfeited and shall remain liable to pay<br> to the Company all monies which at the date of forfeiture were payable by him to the Company<br> in respect of those Shares together with interest at such rate as the Directors may determine,<br> but his liability shall cease if and when the Company shall have received payment in full<br> of all monies due and payable by him in respect of those Shares. | | --- | --- | | 15.5 | A certificate in writing under the hand<br> of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive<br> evidence of the facts stated in it as against all persons claiming to be entitled to the<br> Share. The certificate shall (subject to the execution of an instrument of transfer) constitute<br> a good title to the Share and the person to whom the Share is sold or otherwise disposed<br> of shall not be bound to see to the application of the purchase money, if any, nor shall<br> his title to the Share be affected by any irregularity or invalidity in the proceedings in<br> reference to the forfeiture, sale or disposal of the Share. | | --- | --- |
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| --- | | 15.6 | The provisions of the Articles as to forfeiture<br> shall apply in the case of non-payment of any sum which, by the terms of issue of a Share,<br> becomes payable at a fixed time, whether on account of the par value of the Share or by way<br> of premium as if it had been payable by virtue of a call duly made and notified. | | --- | --- | | 16 | Transmission of Shares | | --- | --- | | 16.1 | If a Member dies, the survivor or survivors<br> (where he was a joint holder), or his legal personal representatives (where he was a sole<br> holder), shall be the only persons recognised by the Company as having any title to his Shares.<br> The estate of a deceased Member is not thereby released from any liability in respect of<br> any Share, for which he was a joint or sole holder. | | --- | --- | | 16.2 | Any person becoming entitled to a Share<br> in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in<br> any other way than by transfer) may, upon such evidence being produced as may be required<br> by the Directors, elect, by a notice in writing sent by him to the Company, either to become<br> the holder of such Share or to have some person nominated by him registered as the holder<br> of such Share. If he elects to have another person registered as the holder of such Share<br> he shall sign an instrument of transfer of that Share to that person. The Directors shall,<br> in either case, have the same right to decline or suspend registration as they would have<br> had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy<br> or liquidation or dissolution, as the case may be. | | --- | --- | | 16.3 | A person becoming entitled to a Share by<br> reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other<br> case than by transfer) shall be entitled to the same Dividends, other distributions and other<br> advantages to which he would be entitled if he were the holder of such Share. However, he<br> shall not, before becoming a Member in respect of a Share, be entitled in respect of it to<br> exercise any right conferred by membership in relation to general meetings of the Company<br> and the Directors may at any time give notice requiring any such person to elect either to<br> be registered himself or to have some person nominated by him be registered as the holder<br> of the Share (but the Directors shall, in either case, have the same right to decline or<br> suspend registration as they would have had in the case of a transfer of the Share by the<br> relevant Member before his death or bankruptcy or liquidation or dissolution or any other<br> case than by transfer, as the case may be). If the notice is not complied with within ninety<br> days of being received or deemed to be received (as determined pursuant to the Articles),<br> the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses<br> or other monies payable in respect of the Share until the requirements of the notice have<br> been complied with. | | --- | --- |
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| --- | | 17 | Class B Share Conversion | | --- | --- | | 17.1 | The rights attaching to the Class A Shares<br> and Class B Shares shall rank pari passu in all respects, and the Class A Shares and<br> Class B Shares shall vote together as a single class on all matters (subject to the Variation<br> of Rights of Shares Article, the Appointment and Removal of Directors Article and the Transfer<br> by Way of Continuation Article) with the exception that the holder of a Class B Share shall<br> have the conversion rights referred to in this Article. | | --- | --- | | 17.2 | Class B Shares may be converted into Class<br> A Shares on a one-for-one basis prior to the consummation of a Business Combination at the<br> option of the holder. | | --- | --- | | 17.3 | Any Class B Shares not converted into Class<br> A Shares pursuant to Article 17.2 above shall automatically convert into Class A Shares on<br> a one-for-one basis (the Initial Conversion Ratio) concurrently with or immediately following the consummation<br> of a Business Combination. | | --- | --- | | 17.4 | Notwithstanding the Initial Conversion<br> Ratio, in the case that additional Class A Shares or any other Equity-linked Securities,<br> are issued, or deemed issued, in excess of the amounts issued in the IPO (including pursuant<br> to the Over-Allotment Option) and related to or in connection with the closing of a Business<br> Combination, all Class B Shares in issue shall automatically convert into Class A Shares<br> at the time of the closing of a Business Combination, the ratio for which the Class B Shares<br> shall convert into Class A Shares will be adjusted so that the number of Class A Shares issuable<br> upon conversion of all Class B Shares will equal, in the aggregate, twenty five per cent<br> (25%) of the sum of: | | --- | --- | | (a) | the total number of all Ordinary Shares<br> in issue upon completion of the IPO (including any Class A Shares issued pursuant to the<br> Over-Allotment Option and excluding any Class A Shares underlying the private placement units<br> purchased in a private placement simultaneously with the IPO); plus | | --- | --- | | (b) | all Class A Shares and Equity-linked<br> Securities issued or deemed issued related to or in connection with the closing of a Business<br> Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to<br> any seller in a Business Combination and any private placement-equivalent shares issued to<br> the Sponsor or an Affiliate of the Sponsor or to the Company’s officers and Directors<br> upon the conversion of working capital loans made to the Company. | | --- | --- | | 17.5 | Notwithstanding anything to the contrary<br> contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived<br> as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked<br> Securities by the written consent or agreement of holders of a majority of the Class B Shares<br> then in issue consenting or agreeing separately as a separate class in the manner provided<br> in the Variation of Rights of Shares Article hereof. | | --- | --- | | 17.6 | The foregoing conversion ratio shall also<br> be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation,<br> rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse<br> share split, share consolidation, exchange, reclassification, recapitalisation or otherwise)<br> or similar reclassification or recapitalisation of the Class A Shares in issue into a greater<br> or lesser number of Shares occurring after the original filing of the Articles without a<br> proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation<br> of the Class B Shares in issue. | | --- | --- |
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| --- | | 17.7 | Each Class B Share shall convert into its<br> pro-rata number of Class A Shares pursuant to this Article. The pro-rata share for each holder<br> of Class B Shares will be determined as follows: each Class B Share shall convert into such<br> number of Class A Shares as is equal to the product of one (1) multiplied by a fraction,<br> the numerator of which shall be the total number of Class A Shares into which all of the<br> Class B Shares in issue shall be converted pursuant to this Article and the denominator of<br> which shall be the total number of Class B Shares in issue at the time of conversion. | | --- | --- | | 17.8 | References in this Article to “converted”,<br> “conversion” or “exchange” shall mean the compulsory<br> redemption without notice of Class B Shares of any Member and, on behalf of such Members,<br> automatic application of such redemption proceeds in paying for such new Class A Shares into<br> which the Class B Shares have been converted or exchanged at a price per Class B Share necessary<br> to give effect to a conversion or exchange calculated on the basis that the Class A Shares<br> to be issued as part of the conversion or exchange will be issued at par. The Class A Shares<br> to be issued on an exchange or conversion shall be registered in the name of such Member<br> or in such name as the Member may direct. | | --- | --- | | 17.9 | Notwithstanding anything to the contrary<br> in this Article, in no event shall any Class B Share convert into Class A Shares at a ratio<br> that is less than one for one. | | --- | --- | | 18 | Amendments of Memorandum and Articles and<br> Alteration of Capital | | --- | --- | | 18.1 | The Company may by Ordinary Resolution: | | --- | --- | | (a) | increase its share capital by such<br> sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges<br> annexed thereto, as the Company in general meeting may determine; | | --- | --- | | (b) | consolidate and divide all or any<br> of its share capital into Shares of larger amount than its existing Shares; | | --- | --- | | (c) | convert all or any of its paid-up<br> Shares into stock, and reconvert that stock into paid-up Shares of any denomination; | | --- | --- | | (d) | by subdivision of its existing Shares<br> or any of them divide the whole or any part of its share capital into Shares of smaller amount<br> than is fixed by the Memorandum or into Shares without par value; and | | --- | --- | | (e) | cancel any Shares that at the date<br> of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any<br> person and diminish the amount of its share capital by the amount of the Shares so cancelled. | | --- | --- | | 18.2 | All new Shares created in accordance with<br> the provisions of the preceding Article shall be subject to the same provisions of the Articles<br> with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise<br> as the Shares in the original share capital. | | --- | --- |
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| --- | | 18.3 | Subject to the provisions of the Statute,<br> the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution<br> and Article 48.2, the Company may by Special Resolution: | | --- | --- | | (a) | change its name; | | --- | --- | | (b) | alter or add to the Articles (subject<br> to Article 48.2); | | --- | --- | | (c) | alter or add to the Memorandum with<br> respect to any objects, powers or other matters specified therein; and | | --- | --- | | (d) | reduce its share capital or any capital<br> redemption reserve fund. | | --- | --- | | 19 | Offices and Places of Business | | --- | --- |
Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.
| 20 | General Meetings |
|---|---|
| 20.1 | All general meetings other than annual<br> general meetings shall be called extraordinary general meetings. |
| --- | --- |
| 20.2 | The Company may, but shall not (unless<br> required by the Statute) be obliged to, in each year hold a general meeting as its annual<br> general meeting, and shall specify the meeting as such in the notices calling it. Any annual<br> general meeting shall be held at such time and place as the Directors shall appoint. At these<br> meetings the report of the Directors (if any) shall be presented. |
| --- | --- |
| 20.3 | The Directors, the chief executive officer<br> or the chairman of the board of Directors may call general meetings and, for the avoidance<br> of doubt, except as expressly provided in Article 20.4 below, Members shall not have the<br> ability to call general meetings. |
| --- | --- |
| 20.4 | If at any time there are no Directors,<br> any two (2) Members (or if there is only one (1) Member then that Member) entitled to vote<br> at general meetings of the Company may convene a general meeting in the same manner as nearly<br> as possible as that in which general meetings may be convened by the Directors. |
| --- | --- |
| 21 | Notice of General Meetings |
| --- | --- |
| 21.1 | At least five (5) clear days’ notice<br> shall be given of any general meeting. Every notice shall specify the place, the day and<br> the hour of the meeting and the general nature of the business to be conducted at the general<br> meeting and shall be given in the manner hereinafter mentioned or in such other manner if<br> any as may be prescribed by the Company, provided that a general meeting of the Company shall,<br> whether or not the notice specified in this Article has been given and whether or not the<br> provisions of the Articles regarding general meetings have been complied with, be deemed<br> to have been duly convened if it is so agreed: |
| --- | --- |
| (a) | in the case of an annual general meeting,<br> by all of the Members entitled to attend and vote thereat; and |
| --- | --- |
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| --- | | (b) | in the case of an extraordinary general<br> meeting, by a majority in number of the Members having a right to attend and vote at the<br> meeting, together holding not less than ninety-five per cent (95%) in par value of the Shares<br> giving that right. | | --- | --- | | 21.2 | The accidental omission to give notice<br> of a general meeting to, or the non-receipt of notice of a general meeting by, any person<br> entitled to receive such notice shall not invalidate the proceedings of that general meeting. | | --- | --- | | 22 | Advance Notice for Business | | --- | --- | | 22.1 | Members seeking to bring business before<br> an annual general meeting of the Company, or to nominate candidates for appointment as Directors<br> at an annual general meeting, must provide written notice of such business to the Company.<br> Such notice must be received by the Company by the Company’s secretary (or, if none<br> is appointed, any other Officer) at its principal office no later than the close of business<br> on the 90^th^ day nor earlier than the close of business on the 150^th^<br> day prior to the anniversary date of the immediately preceding annual general meeting. Pursuant<br> to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in the annual proxy statement<br> must comply with the notice periods contained therein. | | --- | --- | | 22.2 | To be in proper written form, a Member’s<br> notice to the Company’s secretary (or, if none is appointed, any other Officer) with<br> respect to any business (other than nominations) must set forth as to each such matter such<br> Member proposes to bring before the annual general meeting (i) a brief description of the<br> business desired to be brought before the annual general meeting, the text of the proposal<br> or business (including the text of any resolutions proposed for consideration and in the<br> event such business includes a proposal to amend these Articles, the language of the proposed<br> amendment) and the reasons for conducting such business at the annual general meeting, (ii)<br> the name and record address of such Member and the name and address of the beneficial owner,<br> if any, on whose behalf the proposal is made, (iii) the class and number of Shares that are<br> owned beneficially and of record by such Member and by the beneficial owner, if any, on whose<br> behalf the proposal is made, (iv) a description of all arrangements or understandings between<br> such Member and the beneficial owner, if any, on whose behalf the proposal is made and any<br> other person or persons (including their names) in connection with the proposal of such business<br> by such Member, (v) any material interest of such Member and the beneficial owner, if any,<br> on whose behalf the proposal is made in such business and (vi) a representation that such<br> Member intends to appear in person or by proxy at the annual general meeting to bring such<br> business before the annual general meeting. | | --- | --- | | 23 | Proceedings at General Meetings | | --- | --- | | 23.1 | No business shall be transacted at any<br> general meeting unless a quorum is present. The holders of at least one-third of the Shares<br> being individuals present in person or by proxy or if a corporation or other non-natural<br> person by its duly authorised representative or proxy shall be a quorum. | | --- | --- |
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| --- | | 23.2 | A person may participate at a general meeting<br> by conference telephone or other communications equipment by means of which all the persons<br> participating in the meeting can communicate with each other. Participation by a person in<br> a general meeting in this manner is treated as presence in person at that meeting. | | --- | --- | | 23.3 | A resolution (including a Special Resolution)<br> in writing (in one or more counterparts) signed by or on behalf of all of the Members for<br> the time being entitled to receive notice of and to attend and vote at general meetings (or,<br> being corporations or other non-natural persons, signed by their duly authorised representatives)<br> shall be as valid and effective as if the resolution had been passed at a general meeting<br> of the Company duly convened and held. | | --- | --- | | 23.4 | If a quorum is not present within half<br> an hour from the time appointed for the meeting to commence or if during such a meeting a<br> quorum ceases to be present, the meeting shall stand adjourned to the same day in the next<br> week at the same time and/or place or to such other day, time and/or place as the Directors<br> may determine, and if at the adjourned meeting a quorum is not present within half an hour<br> from the time appointed for the meeting to commence, the Members present shall be a quorum. | | --- | --- | | 23.5 | The Directors may, at any time prior to<br> the time appointed for the meeting to commence, appoint any person to act as chairman of<br> a general meeting of the Company or, if the Directors do not make any such appointment, the<br> chairman, if any, of the board of Directors shall preside as chairman at such general meeting.<br> If there is no such chairman, or if he shall not be present within fifteen minutes after<br> the time appointed for the meeting to commence, or is unwilling to act, the Directors present<br> shall elect one of their number to be chairman of the meeting. The chairman from time to<br> time may adopt certain rules and regulations for the conduct of meetings as he or she sees<br> fit. | | --- | --- | | 23.6 | If no Director is willing to act as chairman<br> or if no Director is present within fifteen minutes after the time appointed for the meeting<br> to commence, the Members present shall choose one of their number to be chairman of the meeting. | | --- | --- | | 23.7 | The chairman may, with the consent of a<br> meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the<br> meeting from time to time and from place to place, but no business shall be transacted at<br> any adjourned meeting other than the business left unfinished at the meeting from which the<br> adjournment took place. | | --- | --- | | 23.8 | When a general meeting is adjourned for<br> thirty days or more, notice of the adjourned meeting shall be given as in the case of an<br> original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned<br> meeting. | | --- | --- | | 23.9 | If, prior to a Business Combination, a<br> notice is issued in respect of a general meeting and the Directors, in their absolute discretion,<br> consider that it is impractical or undesirable for any reason to hold that general meeting<br> at the place, the day and the hour specified in the notice calling such general meeting,<br> the Directors may postpone the general meeting to another place, day and/or hour provided<br> that notice of the place, the day and the hour of the rearranged general meeting is promptly<br> given to all Members. No business shall be transacted at any postponed meeting other than<br> the business specified in the notice of the original meeting. | | --- | --- |
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| --- | | 23.10 | When a general meeting is postponed for<br> thirty days or more, notice of the postponed meeting shall be given as in the case of an<br> original meeting. Otherwise it shall not be necessary to give any such notice of a postponed<br> meeting. All proxy forms submitted for the original general meeting shall remain valid for<br> the postponed meeting. The Directors may postpone a general meeting which has already been<br> postponed. | | --- | --- | | 23.11 | A resolution put to the vote of the meeting<br> shall be decided on a poll. | | --- | --- | | 23.12 | A poll shall be taken as the chairman<br> directs, and the result of the poll shall be deemed to be the resolution of the general meeting<br> at which the poll was demanded. | | --- | --- | | 23.13 | A poll demanded on the election of a chairman<br> or on a question of adjournment shall be taken forthwith. A poll demanded on any other question<br> shall be taken at such date, time and place as the chairman of the general meeting directs,<br> and any business other than that upon which a poll has been demanded or is contingent thereon<br> may proceed pending the taking of the poll. | | --- | --- | | 23.14 | In the case of an equality of votes the<br> chairman shall be entitled to a second or casting vote. | | --- | --- | | 24 | Votes of Members | | --- | --- | | 24.1 | Subject to any rights or restrictions attached to any Shares, including<br> as set out at Articles 30.1 and 48.2, every Member present in any such manner shall have one<br> vote for every Share of which he is the holder. | | --- | --- | | 24.2 | In the case of joint holders the vote of<br> the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a<br> corporation or other non-natural person, by its duly authorised representative or proxy),<br> shall be accepted to the exclusion of the votes of the other joint holders, and seniority<br> shall be determined by the order in which the names of the holders stand in the Register<br> of Members. | | --- | --- | | 24.3 | A Member of unsound mind, or in respect<br> of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his<br> committee, receiver, curator bonis, or other person on such Member’s behalf appointed<br> by that court, and any such committee, receiver, curator bonis or other person may vote by<br> proxy. | | --- | --- | | 24.4 | No person shall be entitled to vote at<br> any general meeting unless he is registered as a Member on the record date for such meeting<br> nor unless all calls or other monies then payable by him in respect of Shares have been paid. | | --- | --- | | 24.5 | No objection shall be raised as to the<br> qualification of any voter except at the general meeting or adjourned general meeting at<br> which the vote objected to is given or tendered and every vote not disallowed at the meeting<br> shall be valid. Any objection made in due time in accordance with this Article shall be referred<br> to the chairman whose decision shall be final and conclusive. | | --- | --- |
| 27 |
| --- | | 24.6 | Votes may be cast either personally or<br> by proxy (or in the case of a corporation or other non-natural person by its duly authorised<br> representative or proxy). A Member may appoint more than one proxy or the same proxy under<br> one or more instruments to attend and vote at a meeting. Where a Member appoints more than<br> one proxy the instrument of proxy shall specify the number of Shares in respect of which<br> each proxy is entitled to exercise the related votes. | | --- | --- | | 24.7 | A Member holding more than one Share need<br> not cast the votes in respect of his Shares in the same way on any resolution and therefore<br> may vote a Share or some or all such Shares either for or against a resolution and/or abstain<br> from voting a Share or some or all of the Shares and, subject to the terms of the instrument<br> appointing him, a proxy appointed under one or more instruments may vote a Share or some<br> or all of the Shares in respect of which he is appointed either for or against a resolution<br> and/or abstain from voting a Share or some or all of the Shares in respect of which he is<br> appointed. | | --- | --- | | 25 | Proxies | | --- | --- | | 25.1 | The instrument appointing a proxy shall<br> be in writing and shall be executed under the hand of the appointor or of his attorney duly<br> authorised in writing, or, if the appointor is a corporation or other non natural person,<br> under the hand of its duly authorised representative. A proxy need not be a Member. | | --- | --- | | 25.2 | The Directors may, in the notice convening<br> any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify<br> the manner by which the instrument appointing a proxy shall be deposited and the place and<br> the time (being not later than the time appointed for the commencement of the meeting or<br> adjourned meeting to which the proxy relates) at which the instrument appointing a proxy<br> shall be deposited. In the absence of any such direction from the Directors in the notice<br> convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company,<br> the instrument appointing a proxy shall be deposited physically at the Registered Office<br> on a business day not less than 48 hours before the time appointed for the meeting or adjourned<br> meeting to commence at which the person named in the instrument proposes to vote. For the<br> purposes of this Article, business day means any day other than a Saturday, a Sunday or a<br> legal holiday or a day on which banking institutions or trust companies are authorised or<br> obligated by law to close in the location of the Registered Office. | | --- | --- | | 25.3 | The chairman may in any event at his discretion<br> declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument<br> of proxy that is not deposited in the manner permitted, or which has not been declared to<br> have been duly deposited by the chairman, shall be invalid. | | --- | --- | | 25.4 | The instrument appointing a proxy may be<br> in any usual or common form (or such other form as the Directors may approve) and may be<br> expressed to be for a particular meeting or any adjournment thereof or generally until revoked.<br> An instrument appointing a proxy shall be deemed to include the power to demand or join or<br> concur in demanding a poll. | | --- | --- |
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| --- | | 25.5 | Votes given in accordance with the terms<br> of an instrument of proxy shall be valid notwithstanding the previous death or insanity of<br> the principal or revocation of the proxy or of the authority under which the proxy was executed,<br> or the transfer of the Share in respect of which the proxy is given unless notice in writing<br> of such death, insanity, revocation or transfer was received by the Company at the Registered<br> Office on a business day before the commencement of the general meeting, or adjourned meeting<br> at which it is sought to use the proxy. For the purposes of this Article, business day means<br> any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions<br> or trust companies are authorised or obligated by law to close in the location of the Registered<br> Office. | | --- | --- | | 26 | Corporate Members | | --- | --- | | 26.1 | Any corporation or other non-natural person<br> which is a Member may in accordance with its constitutional documents, or in the absence<br> of such provision by resolution of its directors or other governing body, authorise such<br> person as it thinks fit to act as its representative at any meeting of the Company or of<br> any class of Members, and the person so authorised shall be entitled to exercise the same<br> powers on behalf of the corporation which he represents as the corporation could exercise<br> if it were an individual Member. | | --- | --- | | 26.2 | If a Clearing House (or its nominee(s)),<br> being a corporation, is a Member, it may authorise such persons as it sees fit to act as<br> its representative at any meeting of the Company or at any meeting of any class of Members<br> provided that the authorisation shall specify the number and class of Shares in respect of<br> which each such representative is so authorised. Each person so authorised under the provisions<br> of this Article shall be deemed to have been duly authorised without further evidence of<br> the facts and be entitled to exercise the same rights and powers on behalf of the Clearing<br> House (or its nominee(s)) as if such person was the registered holder of such Shares held<br> by the Clearing House (or its nominee(s)). | | --- | --- | | 27 | Shares that may not be Voted | | --- | --- |
Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.
| 28 | Directors |
|---|
There shall be a board of Directors consisting of not less than one person provided however that, subject to the requirement to have at least one Director, the Directors may from time to time fix the maximum and minimum number of Directors to be appointed by resolution of the board of Directors.
| 29 |
| --- | | 29 | Powers of Directors | | --- | --- | | 29.1 | Subject to the provisions of the Statute,<br> the Memorandum and the Articles and to any directions given by Special Resolution, the business<br> of the Company shall be managed by the Directors who may exercise all the powers of the Company.<br> No alteration of the Memorandum or Articles and no such direction shall invalidate any prior<br> act of the Directors which would have been valid if that alteration had not been made or<br> that direction had not been given. A duly convened meeting of Directors at which a quorum<br> is present may exercise all powers exercisable by the Directors. | | --- | --- | | 29.2 | All cheques, promissory notes, drafts,<br> bills of exchange and other negotiable or transferable instruments and all receipts for monies<br> paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the<br> case may be in such manner as the Directors shall determine by resolution. | | --- | --- | | 29.3 | The Directors on behalf of the Company<br> may pay a gratuity or pension or allowance on retirement to any Director who has held any<br> other salaried office or place of profit with the Company or to his widow or dependants and<br> may make contributions to any fund and pay premiums for the purchase or provision of any<br> such gratuity, pension or allowance. | | --- | --- | | 29.4 | The Directors may exercise all the powers<br> of the Company to borrow money and to mortgage or charge its undertaking, property and assets<br> (present and future) and uncalled capital or any part thereof and to issue debentures, debenture<br> stock, mortgages, bonds and other such securities whether outright or as security for any<br> debt, liability or obligation of the Company or of any third party. | | --- | --- | | 30 | Appointment and Removal of Directors | | --- | --- | | 30.1 | Subject to Article 28, prior to the closing<br> of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class<br> B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders<br> of the Class B Shares remove any Director. For the avoidance of doubt, prior to the closing<br> of a Business Combination, holders of Class A Shares shall have no right to vote on the appointment<br> or removal of any Director. | | --- | --- | | 30.2 | Subject to Article 28, the Directors may<br> appoint any person to be a Director, either to fill a vacancy or as an additional Director. | | --- | --- | | 30.3 | Subject to Article 28, after the consummation<br> of a Business Combination, the Company may by Ordinary Resolution appoint any person to be<br> a Director or may by Ordinary Resolution remove any Director. | | --- | --- | | 31 | Vacation of Office of Director | | --- | --- | | 31.1 | The office of a Director shall be vacated<br> if: | | --- | --- | | (a) | the Director gives notice in writing<br> to the Company that he resigns the office of Director; or | | --- | --- |
| 30 |
| --- | | (b) | the Director absents himself (for<br> the avoidance of doubt, without being represented by proxy) from three consecutive meetings<br> of the board of Directors without special leave of absence from the Directors, and the Directors<br> pass a resolution that he has by reason of such absence vacated office; or | | --- | --- | | (c) | the Director dies, becomes bankrupt<br> or makes any arrangement or composition with his creditors generally; or | | --- | --- | | (d) | the Director is found to be or becomes<br> of unsound mind; or | | --- | --- | | (e) | all of the other Directors (being<br> not less than two in number) determine that he should be removed as a Director for Cause<br> (and not otherwise), either by a resolution passed by all of the other Directors at a meeting<br> of the Directors duly convened and held in accordance with the Articles or by a resolution<br> in writing signed by all of the other Directors. | | --- | --- | | 32 | Proceedings of Directors | | --- | --- | | 32.1 | The quorum for the transaction of the business<br> of the Directors may be fixed by the Directors, and unless so fixed shall be two if there<br> are two or more Directors, and shall be one if there is only one Director. | | --- | --- | | 32.2 | Subject to the provisions of the Articles,<br> the Directors may regulate their proceedings as they think fit. Questions arising at any<br> meeting shall be decided by a majority of votes. In the case of an equality of votes, the<br> chairman shall have a second or casting vote. | | --- | --- | | 32.3 | A person may participate in a meeting of<br> the Directors or any committee of Directors by conference telephone or other communications<br> equipment by means of which all the persons participating in the meeting can communicate<br> with each other at the same time. Participation by a person in a meeting in this manner is<br> treated as presence in person at that meeting. Unless otherwise determined by the Directors,<br> the meeting shall be deemed to be held at the place where the chairman is located at the<br> start of the meeting. | | --- | --- | | 32.4 | A resolution in writing (in one or more<br> counterparts) signed by all the Directors or all the members of a committee of the Directors<br> or, in the case of a resolution in writing relating to the removal of any Director or the<br> vacation of office by any Director, all of the Directors other than the Director who is the<br> subject of such resolution shall be as valid and effectual as if it had been passed at a<br> meeting of the Directors, or committee of Directors as the case may be, duly convened and<br> held. | | --- | --- | | 32.5 | A Director may, or other Officer on the<br> direction of a Director shall, call a meeting of the Directors by at least two days’<br> notice in writing to every Director which notice shall set forth the general nature of the<br> business to be considered unless notice is waived by all the Directors either at, before<br> or after the meeting is held. To any such notice of a meeting of the Directors all the provisions<br> of the Articles relating to the giving of notices by the Company to the Members shall apply<br> mutatis mutandis. | | --- | --- |
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| --- | | 32.6 | The continuing Directors (or a sole continuing<br> Director, as the case may be) may act notwithstanding any vacancy in their body, but if and<br> so long as their number is reduced below the number fixed by or pursuant to the Articles<br> as the necessary quorum of Directors the continuing Directors or Director may act for the<br> purpose of increasing the number of Directors to be equal to such fixed number, or of summoning<br> a general meeting of the Company, but for no other purpose. | | --- | --- | | 32.7 | The Directors may elect a chairman of their<br> board and determine the period for which he is to hold office; but if no such chairman is<br> elected, or if at any meeting the chairman is not present within five minutes after the time<br> appointed for the meeting to commence, the Directors present may choose one of their number<br> to be chairman of the meeting. | | --- | --- | | 32.8 | All acts done by any meeting of the Directors<br> or of a committee of the Directors shall, notwithstanding that it is afterwards discovered<br> that there was some defect in the appointment of any Director, and/or that they or any of<br> them were disqualified, and/or had vacated their office and/or were not entitled to vote,<br> be as valid as if every such person had been duly appointed and/or not disqualified to be<br> a Director and/or had not vacated their office and/or had been entitled to vote, as the case<br> may be. | | --- | --- | | 32.9 | A Director may be represented at any meetings<br> of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards<br> the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing<br> Director. | | --- | --- | | 33 | Presumption of Assent | | --- | --- |
A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.
| 34 | Directors’ Interests |
|---|---|
| 34.1 | A Director may hold any other office or<br> place of profit under the Company (other than the office of Auditor) in conjunction with<br> his office of Director for such period and on such terms as to remuneration and otherwise<br> as the Directors may determine. |
| --- | --- |
| 34.2 | A Director may act by himself or by, through<br> or on behalf of his firm in a professional capacity for the Company and he or his firm shall<br> be entitled to remuneration for professional services as if he were not a Director. |
| --- | --- |
| 34.3 | A Director may be or become a director<br> or other officer of or otherwise interested in any company promoted by the Company or in<br> which the Company may be interested as a shareholder, a contracting party or otherwise, and<br> no such Director shall be accountable to the Company for any remuneration or other benefits<br> received by him as a director or officer of, or from his interest in, such other company. |
| --- | --- |
| 32 |
| --- | | 34.4 | No person shall be disqualified from the<br> office of Director or prevented by such office from contracting with the Company, either<br> as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction<br> entered into by or on behalf of the Company in which any Director shall be in any way interested<br> be or be liable to be avoided, nor shall any Director so contracting or being so interested<br> be liable to account to the Company for any profit realised by or arising in connection with<br> any such contract or transaction by reason of such Director holding office or of the fiduciary<br> relationship thereby established. A Director shall be at liberty to vote in respect of any<br> contract or transaction in which he is interested provided that the nature of the interest<br> of any Director in any such contract or transaction shall be disclosed by him at or prior<br> to its consideration and any vote thereon. | | --- | --- | | 34.5 | A general notice that a Director is a shareholder,<br> director, officer or employee of any specified firm or company and is to be regarded as interested<br> in any transaction with such firm or company shall be sufficient disclosure for the purposes<br> of voting on a resolution in respect of a contract or transaction in which he has an interest,<br> and after such general notice it shall not be necessary to give special notice relating to<br> any particular transaction. | | --- | --- | | 35 | Minutes | | --- | --- |
The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.
| 36 | Delegation of Directors’ Powers |
|---|---|
| 36.1 | The Directors may delegate any of their<br> powers, authorities and discretions, including the power to sub-delegate, to any committee<br> consisting of one or more Directors (including, without limitation and as applicable, the<br> Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee,<br> if established). Any such delegation may be made subject to any conditions the Directors<br> may impose and either collaterally with or to the exclusion of their own powers and any such<br> delegation may be revoked or altered by the Directors. Subject to any such conditions, the<br> proceedings of a committee of Directors shall be governed by the Articles regulating the<br> proceedings of Directors, so far as they are capable of applying. |
| --- | --- |
| 36.2 | The Directors may establish any committees,<br> local boards or agencies or appoint any person to be a manager or agent for managing the<br> affairs of the Company and may appoint any person to be a member of such committees, local<br> boards or agencies. Any such appointment may be made subject to any conditions the Directors<br> may impose, and either collaterally with or to the exclusion of their own powers and any<br> such appointment may be revoked or altered by the Directors. Subject to any such conditions,<br> the proceedings of any such committee, local board or agency shall be governed by the Articles<br> regulating the proceedings of Directors, so far as they are capable of applying. |
| --- | --- |
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| --- | | 36.3 | The Directors may adopt formal written<br> charters for committees and, if so adopted, shall review and assess the adequacy of such<br> formal written charters on an annual basis or as may be required from time to time by the<br> rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission<br> and/or any other competent regulatory authority or otherwise under Applicable Law. Each of<br> these committees shall be empowered to do all things necessary to exercise the rights of<br> such committee set forth in the Articles and shall have such powers as the Directors may<br> delegate pursuant to the Articles and as required by the rules and regulations of the Designated<br> Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory<br> authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation<br> Committee and the Nominating and Corporate Governance Committee, if established, shall consist<br> of such number of Directors as the Directors shall from time to time determine (or such minimum<br> number as may be required from time to time by the rules and regulations of the Designated<br> Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory<br> authority or otherwise under Applicable Law). For so long as any class of Shares is listed<br> on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the<br> Nominating and Corporate Governance Committee, if established, shall be made up of such number<br> of Independent Directors as is required from time to time by the rules and regulations of<br> the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent<br> regulatory authority or otherwise under Applicable Law, subject to any applicable exemptions<br> thereof. | | --- | --- | | 36.4 | The Directors may by power of attorney<br> or otherwise appoint any person to be the agent of the Company on such conditions as the<br> Directors may determine, provided that the delegation is not to the exclusion of their own<br> powers and may be revoked by the Directors at any time. | | --- | --- | | 36.5 | The Directors may by power of attorney<br> or otherwise appoint any company, firm, person or body of persons, whether nominated directly<br> or indirectly by the Directors, to be the attorney or authorised signatory of the Company<br> for such purpose and with such powers, authorities and discretions (not exceeding those vested<br> in or exercisable by the Directors under the Articles) and for such period and subject to<br> such conditions as they may think fit, and any such powers of attorney or other appointment<br> may contain such provisions for the protection and convenience of persons dealing with any<br> such attorneys or authorised signatories as the Directors may think fit and may also authorise<br> any such attorney or authorised signatory to delegate all or any of the powers, authorities<br> and discretions vested in him. | | --- | --- | | 36.6 | The Directors may appoint such Officers<br> as they consider necessary on such terms, at such remuneration and to perform such duties,<br> and subject to such provisions as to disqualification and removal as the Directors may think<br> fit. Unless otherwise specified in the terms of his appointment an Officer may be removed<br> by resolution of the Directors or Members. An Officer may vacate his office at any time if<br> he gives notice in writing to the Company that he resigns his office. | | --- | --- |
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| --- | | 37 | No Minimum Shareholding | | --- | --- |
The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.
| 38 | Remuneration of Directors |
|---|---|
| 38.1 | The remuneration to be paid to the Directors,<br> if any, shall be such remuneration as the Directors shall determine. The Directors shall<br> also, whether prior to or after the consummation of a Business Combination, be entitled to<br> be paid all travelling, hotel and other expenses properly incurred by them in connection<br> with their attendance at meetings of Directors or committees of Directors, or general meetings<br> of the Company, or separate meetings of the holders of any class of Shares or debentures<br> of the Company, or otherwise in connection with the business of the Company or the discharge<br> of their duties as a Director, or to receive a fixed allowance in respect thereof as may<br> be determined by the Directors, or a combination partly of one such method and partly the<br> other. |
| --- | --- |
| 38.2 | The Directors may by resolution approve<br> additional remuneration to any Director for any services which in the opinion of the Directors<br> go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also<br> counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity<br> shall be in addition to his remuneration as a Director. |
| --- | --- |
| 39 | Seal |
| --- | --- |
| 39.1 | The Company may, if the Directors so determine,<br> have a Seal. The Seal shall only be used by the authority of the Directors or of a committee<br> of the Directors authorised by the Directors. Every instrument to which the Seal has been<br> affixed shall be signed by at least one person who shall be either a Director or some Officer<br> or other person appointed by the Directors for the purpose. |
| --- | --- |
| 39.2 | The Company may have for use in any place<br> or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile<br> of the common Seal of the Company and, if the Directors so determine, with the addition on<br> its face of the name of every place where it is to be used. |
| --- | --- |
| 39.3 | A Director or Officer, representative or<br> attorney of the Company may without further authority of the Directors affix the Seal over<br> his signature alone to any document of the Company required to be authenticated by him under<br> seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. |
| --- | --- |
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| --- | | 40 | Dividends, Distributions and Reserve | | --- | --- | | 40.1 | Subject to the Statute and this Article<br> and except as otherwise provided by the rights attached to any Shares, the Directors may<br> resolve to pay Dividends and other distributions on Shares in issue and authorise payment<br> of the Dividends or other distributions out of the funds of the Company lawfully available<br> therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution<br> pursuant to which the Directors resolve to pay such Dividend specifically state that such<br> Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except<br> out of the realised or unrealised profits of the Company, out of the share premium account<br> or as otherwise permitted by law. | | --- | --- | | 40.2 | Except as otherwise provided by the rights<br> attached to any Shares, all Dividends and other distributions shall be paid according to<br> the par value of the Shares that a Member holds. If any Share is issued on terms providing<br> that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend<br> accordingly. | | --- | --- | | 40.3 | The Directors may deduct from any Dividend<br> or other distribution payable to any Member all sums of money (if any) then payable by him<br> to the Company on account of calls or otherwise. | | --- | --- | | 40.4 | The Directors may resolve that any Dividend<br> or other distribution be paid wholly or partly by the distribution of specific assets and<br> in particular (but without limitation) by the distribution of shares, debentures, or securities<br> of any other company or in any one or more of such ways and where any difficulty arises in<br> regard to such distribution, the Directors may settle the same as they think expedient and<br> in particular may issue fractional Shares and may fix the value for distribution of such<br> specific assets or any part thereof and may determine that cash payments shall be made to<br> any Members upon the basis of the value so fixed in order to adjust the rights of all Members<br> and may vest any such specific assets in trustees in such manner as may seem expedient to<br> the Directors. | | --- | --- | | 40.5 | Except as otherwise provided by the rights<br> attached to any Shares, Dividends and other distributions may be paid in any currency. The<br> Directors may determine the basis of conversion for any currency conversions that may be<br> required and how any costs involved are to be met. | | --- | --- | | 40.6 | The Directors may, before resolving to<br> pay any Dividend or other distribution, set aside such sums as they think proper as a reserve<br> or reserves which shall, at the discretion of the Directors, be applicable for any purpose<br> of the Company and pending such application may, at the discretion of the Directors, be employed<br> in the business of the Company. | | --- | --- | | 40.7 | Any Dividend, other distribution, interest<br> or other monies payable in cash in respect of Shares may be paid by wire transfer to the<br> holder or by cheque or warrant sent through the post directed to the registered address of<br> the holder or, in the case of joint holders, to the registered address of the holder who<br> is first named on the Register of Members or to such person and to such address as such holder<br> or joint holders may in writing direct. Every such cheque or warrant shall be made payable<br> to the order of the person to whom it is sent. Any one of two or more joint holders may give<br> effectual receipts for any Dividends, other distributions, bonuses, or other monies payable<br> in respect of the Share held by them as joint holders. | | --- | --- | | 40.8 | No Dividend or other distribution shall<br> bear interest against the Company. | | --- | --- |
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| --- | | 40.9 | Any Dividend or other distribution which<br> cannot be paid to a Member and/or which remains unclaimed after six months from the date<br> on which such Dividend or other distribution becomes payable may, in the discretion of the<br> Directors, be paid into a separate account in the Company’s name, provided that the<br> Company shall not be constituted as a trustee in respect of that account and the Dividend<br> or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution<br> which remains unclaimed after a period of six years from the date on which such Dividend<br> or other distribution becomes payable shall be forfeited and shall revert to the Company. | | --- | --- | | 41 | Capitalisation | | --- | --- |
The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.
| 42 | Books of Account |
|---|---|
| 42.1 | The Directors shall cause proper books<br> of account (including, where applicable, material underlying documentation including contracts<br> and invoices) to be kept with respect to all sums of money received and expended by the Company<br> and the matters in respect of which the receipt or expenditure takes place, all sales and<br> purchases of goods by the Company and the assets and liabilities of the Company. Such books<br> of account must be retained for a minimum period of five years from the date on which they<br> are prepared. Proper books shall not be deemed to be kept if there are not kept such books<br> of account as are necessary to give a true and fair view of the state of the Company’s<br> affairs and to explain its transactions. |
| --- | --- |
| 42.2 | The Directors shall determine whether and<br> to what extent and at what times and places and under what conditions or regulations the<br> accounts and books of the Company or any of them shall be open to the inspection of Members<br> not being Directors and no Member (not being a Director) shall have any right of inspecting<br> any account or book or document of the Company except as conferred by Statute or authorised<br> by the Directors or by the Company in general meeting. |
| --- | --- |
| 37 |
| --- | | 42.3 | The Directors may cause to be prepared<br> and to be laid before the Company in general meeting profit and loss accounts, balance sheets,<br> group accounts (if any) and such other reports and accounts as may be required by law. | | --- | --- | | 43 | Audit | | --- | --- | | 43.1 | The Directors may appoint an Auditor of<br> the Company who shall hold office on such terms as the Directors determine. | | --- | --- | | 43.2 | Without prejudice to the freedom of the<br> Directors to establish any other committee, if the Shares (or depositary receipts therefor)<br> are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations<br> of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other<br> competent regulatory authority or otherwise under Applicable Law, the Directors shall establish<br> and maintain an Audit Committee as a committee of the Directors and shall adopt a formal<br> written Audit Committee charter and review and assess the adequacy of the formal written<br> charter on an annual basis. The composition and responsibilities of the Audit Committee shall<br> comply with the rules and regulations of the Designated Stock Exchange, the Securities and<br> Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable<br> Law. The Audit Committee shall meet at least once every financial quarter, or more frequently<br> as circumstances dictate. | | --- | --- | | 43.3 | If the Shares (or depositary receipts therefor)<br> are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate<br> review of all related party transactions on an ongoing basis and shall utilise the Audit<br> Committee for the review and approval of potential conflicts of interest. | | --- | --- | | 43.4 | The remuneration of the Auditor shall be<br> fixed by the Audit Committee (if one exists). | | --- | --- | | 43.5 | If the office of Auditor becomes vacant<br> by resignation or death of the Auditor, or by his becoming incapable of acting by reason<br> of illness or other disability at a time when his services are required, the Directors shall<br> fill the vacancy and determine the remuneration of such Auditor. | | --- | --- | | 43.6 | Every Auditor of the Company shall have<br> a right of access at all times to the books and accounts and vouchers of the Company and<br> shall be entitled to require from the Directors and Officers such information and explanation<br> as may be necessary for the performance of the duties of the Auditor. | | --- | --- | | 43.7 | Auditors shall, if so required by the Directors,<br> make a report on the accounts of the Company during their tenure of office at the next annual<br> general meeting following their appointment in the case of a company which is registered<br> with the Registrar of Companies as an ordinary company, and at the next extraordinary general<br> meeting following their appointment in the case of a company which is registered with the<br> Registrar of Companies as an exempted company, and at any other time during their term of<br> office, upon request of the Directors or any general meeting of the Members. | | --- | --- |
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| --- | | 43.8 | Any payment made to members of the Audit<br> Committee (if one exists) shall require the review and approval of the Directors, with any<br> Director interested in such payment abstaining from such review and approval. | | --- | --- | | 43.9 | The Audit Committee shall monitor compliance<br> with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall<br> be charged with the responsibility to take all action necessary to rectify such non-compliance<br> or otherwise cause compliance with the terms of the IPO. | | --- | --- | | 43.10 | At least one member of the Audit Committee<br> shall be an “audit committee financial expert” as determined by the rules and<br> regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or<br> any other competent regulatory authority or otherwise under Applicable Law. The “audit<br> committee financial expert” shall have such past employment experience in finance or<br> accounting, requisite professional certification in accounting, or any other comparable experience<br> or background which results in the individual’s financial sophistication. | | --- | --- | | 44 | Notices | | --- | --- | | 44.1 | Notices shall be in writing and may be<br> given by the Company to any Member either personally or by sending it by courier, post, cable,<br> telex, fax or e-mail to him or to his address as shown in the Register of Members (or where<br> the notice is given by e-mail by sending it to the e-mail address provided by such Member).<br> Notice may also be served by Electronic Communication in accordance with the rules and regulations<br> of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other<br> competent regulatory authority or by placing it on the Company’s Website. | | --- | --- | | 44.2 | Where a notice is sent by: | | --- | --- | | (a) | courier; service of the notice shall<br> be deemed to be effected by delivery of the notice to a courier company, and shall be deemed<br> to have been received on the third day (not including Saturdays or Sundays or public holidays)<br> following the day on which the notice was delivered to the courier; | | --- | --- | | (b) | post; service of the notice shall<br> be deemed to be effected by properly addressing, pre paying and posting a letter containing<br> the notice, and shall be deemed to have been received on the fifth day (not including Saturdays<br> or Sundays or public holidays in the Cayman Islands) following the day on which the notice<br> was posted; | | --- | --- | | (c) | cable, telex or fax; service of the<br> notice shall be deemed to be effected by properly addressing and sending such notice and<br> shall be deemed to have been received on the same day that it was transmitted; | | --- | --- | | (d) | e-mail or other Electronic Communication;<br> service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail<br> address provided by the intended recipient and shall be deemed to have been received on the<br> same day that it was sent, and it shall not be necessary for the receipt of the e-mail to<br> be acknowledged by the recipient; and | | --- | --- |
| 39 |
| --- | | (e) | placing it on the Company’s<br> Website; service of the notice shall be deemed to have been effected one hour after the notice<br> or document was placed on the Company’s Website. | | --- | --- | | 44.3 | A notice may be given by the Company to<br> the person or persons which the Company has been advised are entitled to a Share or Shares<br> in consequence of the death or bankruptcy of a Member in the same manner as other notices<br> which are required to be given under the Articles and shall be addressed to them by name,<br> or by the title of representatives of the deceased, or trustee of the bankrupt, or by any<br> like description at the address supplied for that purpose by the persons claiming to be so<br> entitled, or at the option of the Company by giving the notice in any manner in which the<br> same might have been given if the death or bankruptcy had not occurred. | | --- | --- | | 44.4 | Notice of every general meeting shall be<br> given in any manner authorised by the Articles to every holder of Shares carrying an entitlement<br> to receive such notice on the record date for such meeting except that in the case of joint<br> holders the notice shall be sufficient if given to the joint holder first named in the Register<br> of Members and every person upon whom the ownership of a Share devolves by reason of his<br> being a legal personal representative or a trustee in bankruptcy of a Member where the Member<br> but for his death or bankruptcy would be entitled to receive notice of the meeting, and no<br> other person shall be entitled to receive notices of general meetings. | | --- | --- | | 45 | Winding Up | | --- | --- | | 45.1 | If the Company shall be wound up, the liquidator<br> shall apply the assets of the Company in satisfaction of creditors’ claims in such<br> manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares,<br> in a winding up: | | --- | --- | | (a) | if the assets available for distribution<br> amongst the Members shall be insufficient to repay the whole of the Company’s issued<br> share capital, such assets shall be distributed so that, as nearly as may be, the losses<br> shall be borne by the Members in proportion to the par value of the Shares held by them;<br> or | | --- | --- | | (b) | if the assets available for distribution<br> amongst the Members shall be more than sufficient to repay the whole of the Company’s<br> issued share capital at the commencement of the winding up, the surplus shall be distributed<br> amongst the Members in proportion to the par value of the Shares held by them at the commencement<br> of the winding up subject to a deduction from those Shares in respect of which there are<br> monies due, of all monies payable to the Company for unpaid calls or otherwise. | | --- | --- |
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| --- | | 45.2 | If the Company shall be wound up the liquidator<br> may, subject to the rights attaching to any Shares and with the approval of a Special Resolution<br> of the Company and any other approval required by the Statute, divide amongst the Members<br> in kind the whole or any part of the assets of the Company (whether such assets shall consist<br> of property of the same kind or not) and may for that purpose value any assets and determine<br> how the division shall be carried out as between the Members or different classes of Members.<br> The liquidator may, with the like approval, vest the whole or any part of such assets in<br> trustees upon such trusts for the benefit of the Members as the liquidator, with the like<br> approval, shall think fit, but so that no Member shall be compelled to accept any asset upon<br> which there is a liability. | | --- | --- | | 46 | Indemnity and Insurance | | --- | --- | | 46.1 | Every Director and Officer (which for the<br> avoidance of doubt, shall not include auditors of the Company), together with every former<br> Director and former Officer (each an Indemnified Person) shall to the fullest extent<br> permitted by Applicable Law be indemnified out of the assets of the Company against any liability,<br> action, proceeding, claim, demand, costs, damages or expenses, including legal expenses,<br> whatsoever which they or any of them may incur as a result of any act or failure to act in<br> carrying out their functions other than such liability (if any) that they may incur by reason<br> of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall<br> be liable to the Company for any loss or damage incurred by the Company as a result (whether<br> direct or indirect) of the carrying out of their functions unless that liability arises through<br> the actual fraud, wilful neglect or wilful default of such Indemnified Person. No person<br> shall be found to have committed actual fraud, wilful neglect or wilful default under this<br> Article unless or until a court of competent jurisdiction shall have made a finding to that<br> effect. | | --- | --- | | 46.2 | Each Member specifically agrees to waive<br> any claim or right of action such Member might have, whether individually or by, or in, the<br> right of the Company, against any Director or Officer in connection with new or competing<br> merger bids or proposals which are proffered to the Board at any time after the execution<br> of a definitive agreement concerning a Business Combination provided that such waiver shall<br> not extend to any matter in respect of any fraud or dishonesty in relation to the Company<br> which may attach to such Director or Officer. | | --- | --- | | 46.3 | The Company shall advance to each Indemnified<br> Person reasonable attorneys’ fees and other costs and expenses incurred in connection<br> with the defence of any action, suit, proceeding or investigation involving such Indemnified<br> Person for which indemnity will or could be sought. In connection with any advance of any<br> expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced<br> amount to the Company if it shall be determined by final judgment or other final adjudication<br> that such Indemnified Person was not entitled to indemnification pursuant to this Article.<br> If it shall be determined by a final judgment or other final adjudication that such Indemnified<br> Person was not entitled to indemnification with respect to such judgment, costs or expenses,<br> then such party shall not be indemnified with respect to such judgment, costs or expenses<br> and any advancement shall be returned to the Company (without interest) by the Indemnified<br> Person. | | --- | --- |
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| --- | | 46.4 | The Directors, on behalf of the Company,<br> may purchase and maintain insurance for the benefit of any Director or other Officer against<br> any liability which, by virtue of any rule of law, would otherwise attach to such person<br> in respect of any negligence, default, breach of duty or breach of trust of which such person<br> may be guilty in relation to the Company. | | --- | --- | | 47 | Financial Year | | --- | --- |
Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.
| 48 | Transfer by Way of Continuation |
|---|---|
| 48.1 | If the Company is exempted as defined in<br> the Statute, it shall, subject to the provisions of the Statute and with the approval of<br> a Special Resolution passed in accordance with this Article 48, have the power to register<br> by way of continuation as a body corporate under the laws of any jurisdiction outside the<br> Cayman Islands and to be deregistered in the Cayman Islands. |
| --- | --- |
| 48.2 | Prior to the closing of a Business Combination,<br> only the Class B Shares shall carry the right to vote on any resolution of the shareholders<br> to approve any transfer by way of continuation pursuant to this Article (including any Special<br> Resolution required to amend the constitutional documents of the Company or to adopt new<br> constitutional documents of the Company, in each case, as a result of the Company approving<br> a transfer by way of continuation in a jurisdiction outside the Cayman Islands). |
| --- | --- |
| 49 | Mergers and Consolidations |
| --- | --- |
The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
| 50 | Business Combination |
|---|---|
| 50.1 | Notwithstanding any other provision of<br> the Articles, this Article shall apply during the period commencing upon the adoption of<br> the Articles and terminating upon the first to occur of the consummation of a Business Combination<br> and the full distribution of the Trust Account pursuant to this Article. In the event of<br> a conflict between this Article and any other Articles, the provisions of this Article shall<br> prevail. |
| --- | --- |
| 50.2 | Prior to the consummation of a Business<br> Combination, the Company shall either: |
| --- | --- |
| (a) | submit such Business Combination to<br> its Members for approval; or |
| --- | --- |
| (b) | provide Members with the opportunity<br> to have their Shares repurchased by means of a tender offer for a per-Share repurchase price<br> payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated<br> as of two business days prior to the consummation of such Business Combination, including<br> interest earned on the Trust Account (which interest shall be net of taxes payable) divided<br> by the number of then issued Public Shares. |
| --- | --- |
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| --- | | 50.3 | If the Company initiates any tender offer<br> in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a<br> proposed Business Combination, it shall file tender offer documents with the Securities and<br> Exchange Commission prior to completing such Business Combination which contain substantially<br> the same financial and other information about such Business Combination and the redemption<br> rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company<br> holds a general meeting to approve a proposed Business Combination, the Company will conduct<br> any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the<br> Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the<br> Securities and Exchange Commission. | | --- | --- | | 50.4 | At a general meeting called for the purposes<br> of approving a Business Combination pursuant to this Article, in the event that such Business<br> Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate<br> such Business Combination. | | --- | --- | | 50.5 | Any Member holding Public Shares who is<br> not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a proposed<br> Business Combination, elect to have their Public Shares redeemed for cash in accordance with<br> any applicable requirements provided for in the related proxy materials (the IPO Redemption),<br> including, without limitation, such requirements with respect to the deadline for making<br> such election (the Election Deadline), provided that (a) no such Member, together<br> with any Affiliate of such Member or any other person with whom such Member is acting in<br> concert or as a “group” (as defined under Section 13 of the Exchange Act) may<br> exercise this redemption right with respect to more than fifteen per cent (15%) of the Public<br> Shares in the aggregate without the prior consent of the Company and (b) if the Company requires<br> in its sole discretion, any holder that holds Public Shares beneficially through a nominee<br> must identify itself to the Company in connection with any redemption election in order to<br> validly redeem such Public Shares. Notwithstanding the foregoing sentence, the board of Directors<br> may, at any time and either before or after the initially scheduled vote on a Business Combination,<br> in its sole discretion extend the Election Deadline to a later date and may extend an Election<br> Deadline which has already been extended. If so demanded, the Company shall pay any such<br> redeeming Member, regardless of whether he is abstaining from voting on or voting for or<br> against such proposed Business Combination, a per-Share redemption price payable in cash,<br> equal to the aggregate amount then on deposit in the Trust Account calculated as of two business<br> days prior to the consummation of the Business Combination, including interest earned on<br> the Trust Account (which interest shall be net of taxes payable), divided by the number of<br> then issued Public Shares (such redemption price being referred to herein as the Redemption Price), subject to Applicable Law, but only in the event that the applicable proposed<br> Business Combination is approved and consummated. | | --- | --- | | 50.6 | A Member may not withdraw a Redemption<br> Notice once submitted to the Company unless the Directors determine (in their sole discretion)<br> to permit the withdrawal of such redemption request (which they may do in whole or in part). | | --- | --- |
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| --- | | 50.7 | In the event that the Company does not consummate a Business Combination<br> within 18 months from the consummation of the IPO (the Deadline Date), or such earlier<br> time as the Directors may approve in accordance with the Articles, the Company shall: | | --- | --- | | (a) | cease all operations except for the<br> purpose of winding up; | | --- | --- | | (b) | as promptly as reasonably possible<br> but not more than ten (10) business days thereafter, subject to lawfully available funds,<br> redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount<br> then on deposit in the Trust Account, including interest earned on the Trust Account (which<br> interest shall be net of taxes payable and less up to $50,000 of interest to pay liquidation<br> and dissolution expenses), divided by the number of Public Shares then in issue, which redemption<br> will completely extinguish public Members’ rights as Members (including the right to<br> receive further liquidation distributions, if any) subject to applicable law; and | | --- | --- | | (c) | as promptly as reasonably possible<br> following such redemption, subject to the approval of the Company’s remaining Members<br> and the Directors, liquidate and dissolve, | | --- | --- |
subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.
| 50.8 | In the event that any amendment is made<br> to the Articles not for the purposes of approving, or in conjunction with the consummation<br> of, a Business Combination: |
|---|---|
| (a) | to modify the substance or timing<br> of the Company’s obligation to allow redemption in connection with a Business Combination<br> or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated<br> a Business Combination by the Deadline Date; or |
| --- | --- |
| (b) | with respect to any other material<br> provisions relating to (i) the rights of holders of Class A Shares; or (ii) pre-initial Business<br> Combination activity, |
| --- | --- |
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes, if any, payable), divided by the number of Public Shares then in issue, subject to Applicable Law.
| 50.9 | Except for any amounts released by the<br> Company to pay taxes, none of the funds in the Trust Account shall be released from the Trust<br> Account until the earlier of: (i) an IPO Redemption pursuant to Article 50.5; (ii) a repurchase<br> of Shares by means of a tender offer pursuant to Article 50.2(b); (iii) a distribution of<br> the Trust Account pursuant to Article 50.7 or (iv) an amendment under Article 50.8. A holder<br> of Public Shares shall be entitled to receive distributions from the Trust Account only in<br> the event of (i) to (iv) under this Article 50.9. In no other circumstance shall a holder<br> of Public Shares have any right or interest of any kind in the Trust Account. |
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| --- | | 50.10 | Except in connection with the conversion<br> of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares<br> have waived any right to receive funds from the Trust Account, after the issue of Public<br> Shares, and prior to the consummation of a Business Combination, the Company shall not issue<br> additional Shares or any other securities that would entitle the holders thereof to: | | --- | --- | | (a) | receive funds from the Trust Account;<br> or | | --- | --- | | (b) | vote as a class with Public Shares<br> on a Business Combination. | | --- | --- | | 50.11 | A Director may vote in respect of a Business<br> Combination in which such Director has a conflict of interest with respect to the evaluation<br> of such Business Combination. Such Director must disclose such interest or conflict to the<br> other Directors. | | --- | --- | | 50.12 | The Company shall not enter into an initial<br> Business Combination solely with another blank cheque company or a similar company with nominal<br> operations. | | --- | --- | | 50.13 | The Company may enter into a Business<br> Combination with a target business that is an Affiliate of the Sponsor, an Officer or a Director.<br> In the event the Company seeks to complete a Business Combination with a target business<br> that is an Affiliate of the Sponsor, an Officer or a Director, the Company, or a committee<br> of Independent Directors, shall obtain an opinion from an independent investment banking<br> firm or another independent entity that commonly renders valuation opinions stating that<br> the consideration to be paid by the Company in such a Business Combination is fair to the<br> Company from a financial point of view. | | --- | --- | | 51 | Certain Tax Filings | | --- | --- |
Each Tax Filing Authorised Person and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.
| 52 | Business Opportunities |
|---|---|
| 52.1 | To the fullest extent permitted by Applicable<br> Law, no individual serving as a Director or an Officer shall have any duty, except and to<br> the extent expressly assumed by contract, to refrain from engaging directly or indirectly<br> in the same or similar business activities or lines of business as the Company. To the fullest<br> extent permitted by Applicable Law, the Company renounces any interest or expectancy of the<br> Company in, or in being offered an opportunity to participate in, any potential transaction<br> or matter which (a) may be a corporate opportunity for any Director or Officer, on the one<br> hand, and the Company, on the other or (b) the presentation of which would breach an existing<br> legal obligation of a Director or an Officer to any other entity. Except to the extent expressly<br> assumed by contract, to the fullest extent permitted by Applicable Law, no Director or Officer<br> shall have any duty to communicate or offer any such corporate opportunity to the Company<br> and shall not be liable to the Company or its Members for breach of any fiduciary duty as<br> a Member, Director and/or Officer solely by reason of the fact that such party pursues or<br> acquires such corporate opportunity for itself, himself or herself, directs such corporate<br> opportunity to another person, or does not communicate information regarding such corporate<br> opportunity to the Company. |
| --- | --- |
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| --- | | 52.2 | Except as provided elsewhere in this Article,<br> to the fullest extent permitted by Applicable Law the Company hereby renounces any interest<br> or expectancy of the Company in, or in being offered an opportunity to participate in, any<br> potential transaction or matter which may be a corporate opportunity for both the Company<br> and a Director or an Officer , about which a Director and/or Officer acquires knowledge. | | --- | --- | | 52.3 | To the extent a court might hold that the<br> conduct of any activity related to a corporate opportunity that is renounced in this Article<br> to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest<br> extent permitted by Applicable Law, any and all claims and causes of action that the Company<br> may have for such activities. To the fullest extent permitted by Applicable Law, the provisions<br> of this Article apply equally to activities conducted in the future and that have been conducted<br> in the past. | | --- | --- | | 52.4 | Notwithstanding anything to the contrary<br> in this Article, such renouncement shall not apply to any business opportunity that is expressly<br> offered to such person solely in his or her capacity as a Director or Officer of the Company<br> and it is an opportunity the Company is able to complete on a reasonable basis. | | --- | --- | | 53 | Exclusive Jurisdiction | | --- | --- | | 53.1 | Unless the Company consents in writing<br> to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive<br> jurisdiction over any claim or dispute arising out of or in connection with the Memorandum,<br> the Articles or otherwise related in any way to each Member’s shareholding in the Company,<br> including but not limited to: | | --- | --- | | (a) | any derivative action or proceeding<br> brought on behalf of the Company; | | --- | --- | | (b) | any action asserting a claim of breach<br> of any fiduciary or other duty owed by any current or former Director, Officer or other employee<br> of the Company to the Company or the Members; | | --- | --- | | (c) | any action asserting a claim arising<br> pursuant to any provision of the Statute, the Memorandum or the Articles; or | | --- | --- | | (d) | any action asserting a claim against<br> the Company governed by the “Internal Affairs Doctrine” (as such concept is recognised<br> under the laws of the United States of America). | | --- | --- | | 53.2 | Each Member irrevocably submits to the<br> exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. | | --- | --- | | 53.3 | Without prejudice to any other rights or<br> remedies that the Company may have, each Member acknowledges that damages alone would not<br> be an adequate remedy for any breach of the selection of the courts of the Cayman Islands<br> as exclusive forum and that accordingly the Company shall be entitled, without proof of special<br> damages, to the remedies of injunction, specific performance or other equitable relief for<br> any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive<br> forum. | | --- | --- | | 53.4 | This Article 53 shall not apply to any<br> action or suits brought to enforce any liability or duty created by the U.S. Securities Act<br> of 1933, as amended, the Exchange Act, or any claim for which the federal district courts<br> of the United States of America are, as a matter of the laws of the United States, the sole<br> and exclusive forum for determination of such a claim. | | --- | --- |
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Exhibit 4.1
RIGHTSAGENCY AGREEMENT
RIGHTSAGENCY AGREEMENT (the “Agreement”) dated October 3, 2025, between AI Infrastructure Acquisition Corp. (the “Company”), a blank check company incorporated as an exempted company in the Cayman Islands, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
WHEREAS, the Company has received a firm commitment from Maxim Group LLC, as representative of the several underwriters, to purchase up to an aggregate of 13,800,000 units (including up to 1,800,000 units that may be purchased to cover over-allotments, if any), each unit (“Unit”) comprised of one Class A ordinary share of the Company, par value $0.0001 (“Class A Ordinary Share”) and one right to receive one-fifth (1/5) of one Class A Ordinary Share (a “Public Right”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver up to an aggregate of 13,800,000 Public Rights upon consummation of such public offering, 1,800,000 of which are attributable to the over-allotment option (“Public Offering”);
WHEREAS, simultaneously with the consummation of the Public Offering, the Company will issue and deliver an aggregate up to 380,000 private rights (or 407,000 private rights if the over-allotment option is exercised in full by the underwriters) underlying private units (the “Private Rights”);
WHEREAS, the Company may issue up to an additional 150,000 rights, which will be identical to the Private Rights, under additional private units in consideration of certain working capital loans in an amount up to $1,500,000 that may be made by AIIA Sponsor Ltd., the Company’s sponsor, (together with the Public Rights, the Private Rights, and along with such other rights as the Company issues from time to time hereunder, the “Rights”);
WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-289587 (the “Registration Statement”) under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Rights and the Class A Ordinary Shares issuable to the holders of the Public Rights;
WHEREAS, the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Rights;
WHEREAS, the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
| 1. | Appointment<br> of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights<br> Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this<br> Agreement. |
|---|---|
| 2. | Rights. |
| --- | --- |
2.1. Form of Right. Each Right shall initially be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, or Chief Financial Officer of the Company. In the event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
| 1 |
| --- |
2.2. Effect of Countersignature. Except with respect to uncertificated Rights as described above, unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged for Class A Ordinary Shares.
2.3. Registration.
2.3.1. Rights Register. The Rights Agent shall maintain books (“Rights Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.
2.3.2. Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
2.4. Detachability of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the fifty-second (52^nd^) day after the date hereof unless Maxim Group LLC informs the Company of its decision to allow earlier separate trading, but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when such separate trading shall begin.
| 3. | Terms<br> and Exchange of Rights. |
|---|
3.1. Rights. Each Right shall entitle the holder thereof to receive one-fifth (1/5) of one Class A Ordinary Share upon the happening of the Exchange Event (described below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Class A Ordinary Shares upon the Exchange Event as the purchase price for such Class A Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional Class A Ordinary Shares.
3.2. Exchange Event. The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s amended and restated memorandum and articles of association, as same may be amended from time to time (“Memorandum and Articles”)).
3.3. Exchange of Rights.
3.3.1. Issuance of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates, or book-entry position(s), for the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. At the time of the Exchange Event, the Company will instruct the Rights Agent to round down to the nearest whole Class A Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law.
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3.3.2. Valid Issuance. All Class A Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Memorandum and Articles shall be validly issued, fully paid and nonassessable.
3.3.3. Date of Issuance. Each person in whose name any such book-entry position or certificate for Class A Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.
3.3.4. Company Not Surviving Following Exchange Event. If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Class A Ordinary Shares will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.
3.4. Duration of Rights. If the Exchange Event does not occur within the time period set forth in the Memorandum and Articles, and such Business Combination has not yet been consummated within the applicable time period, the Rights shall expire and shall be worthless.
| 4. | Transfer<br> and Exchange of Rights. |
|---|
4.1. Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.
4.2. Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights, or book-entry positions, as requested by the registered holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also bear a restrictive legend.
4.3. Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate book-entry position for a fraction of a Right.
4.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.
4.5. Adjustments to Conversion Ratios. The number of Class A Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Class A Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.
4.6. Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.
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| --- | | 5. | Other<br> Provisions Relating to Rights of Holders of Rights. | | --- | --- |
5.1. No Rights as Stockholder. Until exchange of a Right for Class A Ordinary Shares as provided for herein, a Right does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.
5.2. Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.
5.3. Reservation of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Class A Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.
| 6. | Concerning<br> the Rights Agent and Other Matters. |
|---|
6.1. Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance or delivery of Class A Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the Rights or such shares.
6.2. Resignation, Consolidation, or Merger of Rights Agent.
6.2.1. Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation, removal or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation, removal or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.
6.2.2. Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the transfer agent for the Class A Ordinary Shares not later than the effective date of any such appointment.
6.2.3. Merger or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without any further act.
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6.3. Fees and Expenses of Rights Agent.
6.3.1. Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.
6.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the provisions of this Agreement.
6.4. Liability of Rights Agent.
6.4.1. Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
6.4.2. Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence or willful misconduct. Subject to Section 6.6, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s gross negligence or willful misconduct.
6.4.3. Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether any Class A Ordinary Shares will, when issued, be valid and fully paid and nonassessable.
6.5. Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.
6.6. Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
| 7. | Miscellaneous<br> Provisions. |
|---|
7.1. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns.
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7.2. Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Rights Agent), as follows:
if to Odyssey, to:
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Email: clientsus@odysseytrust.com
if to the Company, to:
AI Infrastructure Acquisition Corp.
10845 Griffith Peak Dr., Suite 200
Las Vegas, NV 89135
Attn: Michael D. Winston
Email: mike@jet.ai
in each case, with copies to:
Dykema Gossett PLLC
111 E Kilbourn Ave, Suite 1050
Milwaukee, WI 53202
Attn: Kate Bechen
Email: kbechen@dykema.com
7.3. Applicable Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, this provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.
7.4. Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Rights and, for the purposes of Sections 3.1, 3.2, 7.4 and 7.8 hereof, Maxim Group LLC, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Maxim Group LLC shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and Maxim Group LLC with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Maxim Group LLC.
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7.5. Examination of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his, her or its Right for inspection by it.
7.6. Counterparts. This Agreement may be executed in any number of original 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.
7.7. Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
7.8. Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect rights interest of the registered holders hereunder. All other modifications or amendments shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights (including the written consent or vote of Maxim Group LLC). The provisions of this Section 7.8 may not be modified, amended or deleted without the prior written consent of Maxim Group LLC.
7.9. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
[SignaturePage Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.
| AI<br> Infrastructure Acquisition Corp. | |
|---|---|
| By: | /s/ Michael D. Winston |
| Name: | Michael<br> D. Winston |
| Title: | Chief<br> Executive Officer |
| ODYSSEY<br> TRANSFER AND TRUST COMPANY | |
| By: | /s/ Rebecca Paulson |
| Name: | Rebecca<br> Paulson |
| Title: | President |
[SignaturePage to the Rights Agreement]
EXHIBITA
Formof Right Certificate
NUMBER[●]
AIINFRASTRUCTURE ACQUISITION CORP.
INCORPORATEDUNDER THE LAWS OF THE CAYMAN ISLANDS
RIGHT
SEEREVERSE FOR CERTAIN DEFINITIONS
CUSIP[●]
THISCERTIFIES THAT, for value received ________________
is the registered holder of a right or rights (each, a “Right”) to automatically receive one-fifth (1/5) of one Class A ordinary share, $0.0001 par value (“Ordinary Shares”), of AI Infrastructure Acquisition Corp., a Cayman Islands exempted company (the “Company”) for each Right evidenced by this Right Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial public offering (“Prospectus”)) upon surrender of this Right Certificate pursuant to the Rights Agreement between the Company and Odyssey Transfer and Trust Company, as Rights Agent. In no event will the Company be required to net cash settle any Right or issue a fractional Ordinary Share.
Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in the Company’s amended and restated memorandum and articles of association, as may be further amended from time to time (“Memorandumand Articles”), the Right shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).
Upon due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).
The Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.
This Right does not entitle the registered holder to any of the rights of a shareholder of the Company. This Right shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
| Dated: |
|---|
| Odyssey<br> Transfer and Trust Company |
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN<br> COM | — | as<br> tenants in common | UNIF<br> GIFT MIN ACT | — | Custodian | ||
|---|---|---|---|---|---|---|---|
| (Cust) | (Minor) | ||||||
| TEN<br> ENT | — | as<br> tenants by the entireties | |||||
| JT<br> TEN | — | as<br> joint tenants with right of survivorship and not as tenants in common | under Uniform Gifts to<br><br> <br>Minors Act | ||||
| (State) |
Additional Abbreviations may also be used though not in the above list.
AIInfrastructure Acquisition Corp.
The Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Memorandum and Articles and resolutions of the Board of Directors providing for the issue of Ordinary Shares (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.
Forvalue received, ___________________________ hereby sell, assign and transfer unto
| PLEASE<br> INSERT SOCIAL SECURITY OR OTHER<br><br> IDENTIFYING NUMBER OF ASSIGNEE |
|---|
| (PLEASE<br> PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) |
| --- |
rightsrepresented by the within Certificate, and do hereby irrevocably constitute and appoint
____________________________________________________________________________Attorney to transfer said rights on the books of the within named Company will full power of substitution in the premises.
Dated _________________________________________
| Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,<br> without alteration or enlargement or any change whatever. |
|---|
Signature(s) Guaranteed:
| THE<br> SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT<br> UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). |
|---|
The holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust account (as defined in the Prospectus).
Exhibit10.1
October 3, 2025
AI Infrastructure Acquisition Corp.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135
Maxim Group LLC
300 Park Avenue
New York, New York 10022
| Re: | AI<br> Infrastructure Acquisition Corp. Public Offering; Voting, Lock-Up and Waiver |
|---|
Gentlemen:
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between AI Infrastructure Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 13,800,000 of the Company’s units (including up to 1,800,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a right (“Right”) to receive 1/5^th^ of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-289587) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units and components thereof listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in Section 12 hereof.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AIIA Sponsor Ltd. (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as follows:
1. The Sponsor and each Insider agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval, (B) if the Company engages in a tender offer in connection with any proposed Business Combination, it, he or she shall not sell any Shares to the Company in connection therewith and (C) if the Company seeks shareholder approval of any proposed amendment to the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any Shares owned by it, him or her in connection with such shareholder approval; providedhowever, that the covenant set forth in subsection (A)(i) shall not apply to any Shares acquired by an Insider in a privately negotiated transaction or in the open market in compliance with Tender Offers and Schedules Compliance and Disclosure Interpretation 166.01 promulgated by the Commission and any such Shares will not be voted in favor of approving a Business Combination.
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2. The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “OfferingShares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period described in the Prospectus or (ii) with respect to any other material provision relating to shareholders’ rights or pre-Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes, divided by the number of then outstanding Offering Shares.
3. The Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or any Private Placement Units (or Ordinary Shares issued or issuable upon the conversion of the Private Placement Units) held by it, him or her. The Sponsor and each Insider hereby further waives any claim such Sponsor or Insider may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever except in each case with respect to the Insider’s right to a pro rata interest in the proceeds held in the Trust Account for any Offering Shares such Sponsor or Insider may hold.
4. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, Ordinary Shares, Founder Shares, Rights or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Founder Shares, Rights or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this Section 4 or Section 8 below, the Company shall announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of this Section will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
5. In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or a Business Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third-party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.
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6. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,800,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 600,000 multiplied by a fraction, (i) the numerator of which is 1,800,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,800,000.
7. The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under Sections 1, 2, 3, 4, 5, 6, 8(a), 8(b), and 9, as applicable, of this Letter Agreement; (ii) monetary damages may not be an adequate remedy for such breach; and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
8. (a) The Sponsor and each Insider agrees that it, he or she shall not transfer any of their Founder Shares until the earlier of (x) six months after the date of the consummation of the Company’s initial Business Combination, (y) the date on which the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the Company’s initial Business Combination, or (z) the Company consummates a subsequent liquidation, merger, share exchange, or other similar transaction after its initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).
(b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units (or Ordinary Shares issued or issuable upon the conversion of the Private Placement Units), until after the completion of a Business Combination (the “Private PlacementUnits Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
(c) Notwithstanding the provisions set forth in Sections 8(a) and (b), Transfers of the Founder Shares, Private Placement Units and Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Units and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 8(c)), are permitted (a) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or the Representative or their its respective affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor or the Representative, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Business Combination period or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or units were originally purchased; (f) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s memorandum and articles of association, the Representative’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands and the amended and restated memorandum and articles of association upon dissolution of the Sponsor or upon dissolution of the Representative, (h) in the event of the Company’s liquidation prior to consummation of a Business Combination; (i) in the event that, subsequent to consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.
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9. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company and the Representative (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished to the Company and the Representative is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it or he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it or he is not currently a defendant in any such criminal proceeding.
10. Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, or cash payments prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the amounts described in the Prospectus under the heading “Summary – The Offering – Limited Payments to Insiders.”
11. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.
12. As used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the 4,600,000 Class B ordinary shares initially issued to the Sponsor (up to 600,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or approximately $0.0054 per share, prior to the consummation of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Units” shall mean the up to 269,000 units which the Sponsor has agreed to purchase for an aggregate purchase price of up to $2,690,000, or $10.00 per whole Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited with Odyssey Transfer and Trust Company as trustee; (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (ix) “Charter” shall mean the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time.
13. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto. Each of the parties hereto hereby acknowledges and agrees that the Representative is a third-party beneficiary of this Letter Agreement.
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14. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this Section shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.
15. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof; provided, however, Representative shall be deemed a beneficiary hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.
16. This Letter Agreement may be executed in any number of original 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.
17. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
18. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
19. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
20. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2025; provided further that Section 5 of this Letter Agreement shall survive such liquidation.
[SignaturePage Follows]
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| AI<br> Infrastructure Acquisition Corp. | |
| By: | /s/ Michael D. Winston |
| Name: | Michael<br> D. Winston |
| Title: | Chief<br> Executive Officer |
| SPONSOR: | |
| --- | --- |
| AIIA<br> Sponsor Ltd. | |
| By: | /s/ George Murnane |
| Name: | George<br> Murnane |
| Title: | Chief<br> Financial Officer |
| OFFICERS AND DIRECTORS: | |
| --- | |
| /s/ Michael D. Winston | |
| Michael<br> D. Winston, Chief Executive Officer | |
| /s/ George Murnane | |
| George<br> Murnane, Chief Financial Officer | |
| /s/ Wrendon Timothy | |
| Wrendon<br> Timothy, Director | |
| /s/ Joshua A. Adler | |
| Joshua<br> A. Adler, Director | |
| /s/ Peter Stoneberg | |
| Peter<br> Stoneberg, Director | |
| Acknowledged and Agreed: | |
| --- | --- |
| Maxim<br> Group LLC | |
| By: | /s/ Lawrence Glassberg |
| Name: | Lawrence<br> Glassberg |
| Title: | Co-Head,<br> Investment Banking |
[SignaturePage to Letter Agreement]
Exhibit10.2
INVESTMENTMANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 3, 2025, by and between AI Infrastructure Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-289587) (the “Registration Statement”), and prospectus (the “Prospectus”), for the initial public offering (such initial public offering hereinafter referred to as the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share of the Company, $0.0001 par value per share (each, an “Ordinary Share”), and one right (“Right”) to receive one-fifth (1/5) of one Ordinary Share upon the consummation of an initial business combination, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;
WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, as the representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein;
WHEREAS, as described in the Prospectus, $120,000,000 of the gross proceeds of the Offering and sale of the Placement Units (as defined in the Underwriting Agreement) (or $138,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOWTHEREFORE, IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United States at Citibank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) Promptly upon receipt of written instruction of the Company, (i) invest and reinvest the Property, initially solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations or (ii) hold the Property in an interest-bearing bank demand deposit account or other accounts at a bank, in each case as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration;
(d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;
(e) Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;
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(f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;
(h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on funds held in the Trust Account (net of amounts withdrawn in accordance with this Agreement and net of taxes payable and, in the case of Exhibit B, less up to $50,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; or (y) upon the date which is the later of (A) eighteen (18) months after the closing of the Offering, and (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time (such period, the “Completion Window”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on funds held in the Trust Account (net of amounts withdrawn in accordance with this Agreement and net of taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;
(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any franchise or income tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem in connection with the Company’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”) or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the Completion Window, or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;
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(l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.
2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s or its representatives’ actual fraud, willful misconduct, or gross negligence. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee may obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld; provided, further that the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;
(c) Pay the Trustee the fees set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Section 1(i) hereof. The Company shall pay the Trustee upon receipt of an invoice from the Trustee. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;
(d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;
(e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; and
(f) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement.
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3. Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;
(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s or its representatives’ fraud, willful misconduct, gross negligence or willful and material breach of this Agreement;
(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;
(d) Refund any depreciation in principal of any Property;
(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s, or its representatives’, fraud, willful misconduct, gross negligence or willful and material breach of this Agreement. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify the accuracy of the information contained in the Registration Statement;
(h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or
(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), and 1(k) hereof.
4. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
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5. Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b); or
(c) If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or AIIA Sponsor Ltd. or its affiliates or designees (the “Sponsor”) for purposes of funding the Trust Account shall be promptly returned to the Company or Sponsor, as applicable.
6. Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s or its representatives’ actual fraud, gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error in the information or transmission of the funds.
(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j), 1(k) and 1(l) hereof (which sections may not be modified, amended or deleted without the affirmative vote of a majority of the then outstanding Ordinary Shares, provided that no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto.
(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
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(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by electronic mail or by facsimile transmission:
if to the Trustee, to:
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Email: clientsus@odysseytrust.com
if to the Company, to:
AI Infrastructure Acquisition Corp.
10845 Griffith Peak Dr., Suite 200
Las Vegas, NV 89135
Attn: Michael D. Winston
Email: mike@jet.ai
in each case, with copies to:
Dykema Gossett PLLC
111 E Kilbourn Ave, Suite 1050
Milwaukee, WI 53202
Attn: Kate Bechen
Email: kbechen@dykema.com
(f) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
(g) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.
(i) Each of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the underwriters in the Offering, is a third-party beneficiary of this Agreement.
(j) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior written consent of the other party.
[Signaturepage follows]
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| --- |
INWITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
| Odyssey<br> Transfer and Trust Company, as Trustee | |
|---|---|
| By: | /s/ Rebecca Paulson |
| Name: | Rebecca<br> Paulson |
| Title: | President |
| AI<br> Infrastructure Acquisition Corp. | |
| --- | --- |
| By: | /s/ Michael D. Winston |
| Name: | Michael<br> D. Winston |
| Title: | Chief<br> Executive Officer |
[SignaturePage to Investment Management Trust Agreement]
SCHEDULEA
FeeSchedule
| Trust Agreement – one-time acceptance fee | [●] |
|---|---|
| Annual administrative fee | [●] |
| Disbursement/withdrawal processing fee (per payment) | [●] |
| Shareholder redemption processing fee (per redemption) | [●] |
| Liquidation of the trust | [●] |
| Asset management fee | [●] |
| Out of pocket expenses | [●] |
EXHIBITA
[Letterheadof Company]
[Insertdate]
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Re: Trust Account - Termination Letter
Dear [●]:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between AI Infrastructure Acquisition Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of October [●], 2025 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [●] (the “Target Business”) to consummate a Business Combination with the Target Business on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the trust operating account to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account awaiting distribution, the Company will not earn any interest.
On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (the “Notification”) and (ii) the Company shall deliver to you (a) an affidavit or a certificate by the Company’s Chief Executive Officer or Chief Financial Officer, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.
| Very<br> truly yours, |
|---|
| AI<br> Infrastructure Acquisition Corp. |
| By: |
| Name: |
| Title: |
| Acknowledged<br> and agreed to by: |
| Maxim<br> Group LLC |
| By: |
| Name: |
| Title: |
EXHIBITB
[Letterheadof Company]
[Insertdate]
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Re: Trust Account - Termination Letter
Dear [●]:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between AI Infrastructure Acquisition Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of October [●], 2025 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account to await distribution to the Public Shareholders. The Company has selected [●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
| Very<br> truly yours, | |
|---|---|
| AI<br> Infrastructure Acquisition Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | Maxim<br> Group LLC |
| --- | --- |
EXHIBITC
[Letterheadof Company]
[Insertdate]
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Re: Trust Account - Tax Payment Withdrawal Instruction
Dear [●]:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between AI Infrastructure Acquisition Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of October [●], 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
| Very<br> truly yours, | |
|---|---|
| AI<br> Infrastructure Acquisition Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | Maxim<br> Group LLC |
| --- | --- |
EXHIBITD
[Letterheadof Company]
[Insertdate]
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Re: Trust Account - Shareholder Redemption Withdrawal Instruction
Dear [●]:
Pursuant to Section 1(k) of the Investment Management Trust Agreement between AI Infrastructure Acquisition Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of October [●], 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.
| Very<br> truly yours, | |
|---|---|
| AI<br> Infrastructure Acquisition Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | Maxim<br> Group LLC |
| --- | --- |
Exhibit10.3
AIINFRASTRUCTURE ACQUISITION CORP.
REGISTRATIONRIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 3rd day of October, 2025, by and among AI Infrastructure Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WHEREAS, the Company has 4,600,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 600,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “OrdinaryShares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;
WHEREAS, the Company and the Sponsor and Maxim Group LLC, as representative of the underwriters in the Company’s initial public offering (the “Representative”), have entered into that certain Private Placement Units Purchase Agreement pursuant to which the Sponsor and the Representative have agreed to purchase an aggregate of 380,000 private placement units (or up to 407,000 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit (the “PrivateUnits”) in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering; each Private Unit comprises of one Ordinary Share and one right to receive one-fifth (1/5) of one Ordinary Share upon consummation of the Company’s initial business combination;
WHEREAS, the Company and the Investors desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW,THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“BusinessCombination” means the acquisition of direct or indirect ownership through a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar type of transaction, with one or more businesses or entities, involving the Company.
“Commission” means the U.S. Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.
“Company” is defined in the preamble to this Agreement.
“DemandRegistration” is defined in Section 2.1.1.
“DemandingHolder” is defined in Section 2.1.1.
“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
“FormS-1” is defined in Section 2.3.
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“FounderShares” shall have the meaning given in the recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“IndemnifiedParty” is defined in Section 4.3.
“IndemnifyingParty” is defined in Section 4.3.
“Investor” is defined in the preamble to this Agreement.
“InvestorIndemnified Party” is defined in Section 4.1.
“MaximumNumber of Shares” is defined in Section 2.1.4.
“Notices” is defined in Section 6.3.
“OrdinaryShares” is defined in the recitals to this Agreement.
“Piggy-BackRegistration” is defined in Section 2.2.1.
“PrivateUnits” is defined in the recitals to this Agreement.
“ProRata” is defined in Section 2.1.4.
“Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“RegistrableSecurities” means: (i) the Founder Shares; (ii) the Private Units; (iii) the Ordinary Shares underlying the Private Units and the components thereof; and (iv) any securities issuable upon conversion of loans in an amount up to $1,500,000 from Investors (or their designees or affiliates) to the Company for the Company’s use as working capital, if any (the “Working Capital LoanSecurities”). Registrable Securities include any warrants, 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 Founder Shares, Private Units and Working Capital Loan Securities (and underlying securities). 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 such securities shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; (d) the Registrable Securities are freely saleable under Rule 144 under the Securities Act (or any successor rule promulgated thereafter by the Commission) (without volume or other restrictions or limitations including as to manner or timing of sale or current public information requirements); or (e) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“RegistrationStatement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).
“Rights” means the rights to receive one-fifth (1/5^th^) of an Ordinary Share.
“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.
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2. REGISTRATION RIGHTS.
2.1 Demand Registration.
2.1.1 Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) the holders of a majority-in-interest of Founder Shares, Private Units (or underlying securities), Working Capital Loan Securities (or underlying securities), or other Registrable Securities, as the case may be, or (ii) the Representative or its designees or permitted transferees, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Units (or underlying securities), Working Capital Loan Securities (or underlying securities), or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or permitted transferees at the Company’s expense and one (1) Demand Registration on behalf of the Representative or its designees or permitted transferees at the Representative’s expense.
2.1.2 Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective by the Commission and the Company has complied with all of its obligations under this Agreement with respect thereto and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Registration Statement have been sold; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.
2.1.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.
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2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number ofShares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.
2.1.5 Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 2.1.
2.2 Piggy-Back Registration.
2.2.1 Piggy-Back Rights. If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.
2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the Ordinary Shares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:
a) If the registration is undertaken for the Company’s account: (A) the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, which can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and
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b) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the Ordinary Shares or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell which can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively, the Ordinary Shares or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, which can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.
2.2.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.
2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3 Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.
2.4 Registration Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to effect or permit any Registration or cause any Registration Statement to become effective, with respect to any Registrable Securities held by any holder, until after the expiration of the applicable lock-up restrictions.
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3. REGISTRATION PROCEDURES.
3.1 Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing Registration Statement. The Company shall use its best efforts to, as expeditiously as possible but not more than thirty (30) days immediately after the Company’s receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.
3.1.2 Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.
3.1.4 Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.
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3.1.5 State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.
3.1.6 Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.
3.1.7 Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.
3.1.8 Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.
3.1.9 Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.
3.1.10 Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.11 Listing. The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.
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3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all written copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.
3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.
3.4 Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Additionally, each holder of Registrable Securities confirms and agrees to comply with any and all properties and all prospectus delivery requirements under the Securities Act and rules and regulations of the Commission thereunder.
3.5 Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) the Representative or its designees or permitted transferees may not exercise its rights under Section 2.1 and 2.2 hereunder after five (5) and seven (7) years from the commencement of sales of the Company’s initial public offering, respectively, and (ii) the Representative may not exercise its rights under Section 2.1 more than one time at the Company’s expense.
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4. INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification by Holders of Registrable Securities. Subject to the limitations set forth in Section 4.4.3 hereof, each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder from the sale of Registrable Securities pursuant to such Registration Statement.
4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written advice of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.
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4.4 Contribution.
4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.
4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not guilty of such fraudulent misrepresentation.
5. COMPANY COVENANTS.
5.1 Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.
5.2 Waiver of Medallion Guaranty. The Company agrees to use commercially reasonable efforts to enter into an indemnification agreement in customary form, in favor of Odyssey Transfer and Trust Company (or any successor transfer agent of the Company) in connection with the waiver of any requirement to provide a medallion guarantee in connection with any transfer of any equity securities of the Company by the Representative or any of its permitted transferees.
6. MISCELLANEOUS.
6.1 Other Registration Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any registration filed by the Company for the sale of securities for its own account or for the account of any other person.
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6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part, except in connection with the Business Combination and with the consent of each Investor party hereto. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder; provided, however, that prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Units Lock-up Period (each as defined in the Letter Agreement, dated October 3, 2025, by and between the Company, its officers and directors and the Sponsor) or any other lock-up period, as the case may be, no holder of Registrable Securities may assign or delegate such holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such holder to a permitted transferee but only if such permitted transferee agrees to become bound by the transfer restrictions set forth in this Agreement. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.
6.3 Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.
To the Company:
AI Infrastructure Acquisition Corp.
10845 Griffith Peak Dr., Suite 200
Las Vegas, NV 89135
Attn: Chief Executive Officer
with a copy to:
Dykema Gossett PLLC
111 E. Kilbourn Ave., Suite 1050
Milwaukee, WI 53202
Attn: Kate Bechen, Esq.
To an Investor to the address set forth below such Investor’s name on Exhibit A hereto.
6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.
6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.
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6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
6.7 Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.
6.8 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
6.10 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.11 Governing Law. This Agreement 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 Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.
6.12 Waiver of Trial by Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.
| COMPANY: | |
|---|---|
| By: | /s/ Michael D. Winston |
| Name: | Michael<br> D. Winston |
| Title: | Chief<br> Executive Officer |
| INVESTORS | |
| AIIA SPONSOR LTD | |
| By: | /s/ George Murnane |
| Name: | George<br> Murnane |
| Title: | Chief<br> Financial Officer |
| MAXIM PARTNERS LLC | |
| By: | /s/ Lawrence Glassberg |
| Name: | Lawrence<br> Glassberg |
| Title: | Co-Head,<br> Investment Banking |
E****xhibit10.4
AIInfrastructure Acquisition Corp.
PRIVATEPLACEMENT UNIT SUBSCRIPTION AGREEMENT
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 3, 2025, by and between AI Infrastructure Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 10845 Griffith Peak Dr., Suite 200, Las Vegas, NV 89135 and AIIA Sponsor Ltd., a Cayman Islands ordinary resident company (the “Purchaser”).
WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of up to 380,000 units (the “Initial Units”) of the Company, and up to an additional 27,000 Initial Units (“AdditionalUnits” and together with the Initial Units, the “Units”) of the Company in the event that the underwriters’ 45-day over-allotment option (“Over-Allotment Option”) in the Offering is exercised in full or part, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “OrdinaryShares”), and one right (the “Right”), for a purchase price of $10.00 per Initial Unit. Each Right entitles the holder thereof to receive one-fifth (1/5) of one Ordinary Share (the “Right Shares”) to be governed by the Rights Agreement (defined herein).
WHEREAS, the Purchaser desires to purchase the 260,000 Initial Units and up to 9,000 Additional Units and the Company wishes to accept such subscription.
NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
1. Agreement to Subscribe
1.1. Purchase and Issuance of the Units. For the aggregate sum of $2,600,000 (the “Initial Purchase Price”), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 260,000 Initial Units at $10.00 per Initial Unit.
In addition to the foregoing, the Purchaser hereby agrees to purchase up to an additional 9,000 Additional Units at $10.00 per Additional Unit for a purchase price of up to $90,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.
1.2. Closing. The closing of the purchase and sale of the Initial Units shall take place at the offices of Dykema Gossett PLLC, 111 E. Kilbourn Ave., Suite 1050, Milwaukee, WI 53202, simultaneously with the consummation of the Company’s initial public offering (“IPO”) of 12,000,000 units consisting of Ordinary Shares and Rights and the purchase and sale of the Additional Units shall take place upon the consummation of the exercise of all or any portion of the Over-Allotment Option (each a “ClosingDate”).
1.3. Delivery of the Purchase Price. At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Odyssey Transfer and Trust Company, the Company’s transfer agent, which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and Odyssey Transfer and Trust Company as trustee and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to Odyssey Transfer & Trust Company, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.
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1.4. Delivery of Unit Certificate. Upon the applicable Closing Date after delivery of the Purchase Price in accordance with Section 1.3, the Purchaser shall become irrevocably entitled to receive a unit certificate representing the Units purchased hereunder.
2. Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Company that:
2.1. No Government Recommendation or Approval. It understands that no United States federal or state agency or similar agency of any other country has passed upon or made any recommendation or endorsement of the Company, the Offering, the Units, the Rights, the Right Shares or the Ordinary Shares underlying the Units (excluding the Right Shares, the “Unit Shares” and, collectively with the Units and the Right Shares, the “Securities”).
2.2. Organization. It is an exempted company, validly existing and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
2.3. Private Offering. It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.
2.4. Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.5. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement, indenture or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser is subject, or any agreement, order, judgment or decree to which the Purchaser is subject.
2.6. No Legal Advice from Company. It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, it is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. Purchaser understands and acknowledges that the law firm of Dykema Gossett PLLC is not acting as counsel or providing legal advice to Purchaser.
2.7. Access to Information; Independent Investigation. Prior to the execution of this Agreement, it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, it has relied solely on its own knowledge and understanding of the Company and its business based upon its own due diligence investigation and the information furnished pursuant to this paragraph. It understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and it has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
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2.8. Reliance on Representations and Warranties. It understands the Units are being offered and sold to it in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth in this Agreement in order to determine the applicability of such provisions.
2.9. No Advertisements. It is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.
2.10. Legend. It acknowledges and agrees the certificates evidencing the Units, the Unit Shares and the Rights shall bear a restrictive legend (the “Legend”), in form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any other exemptions from the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company, is available.
2.11. Experience, Financial Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of his investment in the Securities for an indefinite period of time because the Securities have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. It has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. It has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
2.12. Investment Purposes. It is purchasing the Securities solely for investment purposes, for its own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof and it has no present arrangement to sell the interest in the Securities to or through any person or entity.
2.13. Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one-year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
3. Representations and Warranties of the Company
The Company represents and warrants to the Purchaser that:
3.1. Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is 440,000,000 Class A Ordinary Shares, 40,000,000 Class B Ordinary Shares, and 20,000,000 undesignated preference shares. As of the date hereof, the Company has issued 4,600,000 Class B ordinary shares (of which up to 600,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.
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3.2. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the rights agreement to be entered into with Odyssey Transfer and Trust Company as rights agent on or prior to the closing of the IPO (the “Rights Agreement”) and the Amended and Restated Memorandum and Articles of Association of the Company, as the case may be, each of the Rights and the Unit Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Right Shares shall have been reserved for issuance. Upon issuance in accordance with the terms hereof, the Rights Agreement and the Amended and Restated Memorandum and Articles of Association of the Company, the Purchaser will have or receive good title to the Right Shares, free and clear of all liens, claims and encumbrances of any kind other than (i) transfer restrictions hereunder and pursuant to the insider letter to be entered into on or prior to the closing of the IPO (the “Insider Letter”) and (ii) transfer restrictions under federal and state securities laws.
3.3. Organization and Qualification. The Company has been duly incorporated and is validly existing as a Cayman Islands exempted company and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.
3.4. Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement constitutes, and upon the execution and delivery thereof, the Rights and Rights Agreement, will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.
3.5. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result in a violation of the Company’s Amended and Restated Memorandum and Articles of Association, (ii) conflict with, or constitute a default under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any federal, state or foreign securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Units, the Rights, or the Ordinary Shares underlying the Units or Rights in accordance with the terms hereof.
4. Legends
4.1. Legend. The Company will issue the Units, the Rights and the Unit Shares, and when issued, the Right Shares, purchased by the Purchaser, in the name of the Purchaser. The Securities will bear the following Legend and appropriate “stop transfer” instructions:
THESE SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LETTER AGREEMENT BETWEEN AI INFRASTRUCTURE ACQUISITION CORP. AND AIIA Sponsor Ltd., AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.”
4.2. Purchaser’s Compliance. Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities laws upon resale of the Securities.
4.3. Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
4.4. Registration Rights. The Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration Rights Agreement”) to be entered into with the Company on or prior to the closing of the IPO.
5.Lockup
The Purchaser acknowledges and agrees that the Units, the Rights, the Unit Shares, and the Right Shares shall not be transferable, saleable or assignable until after the consummation of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), except to permitted transferees (as defined in the Insider Letter).
6.Securities Laws Restrictions
The Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
7.Waiver of Distributions from Trust Account
In connection with the Securities purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account.
8.Rescission Right Waiver and Indemnification
8.1. Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.
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8.2. No Recourse Against Trust Account. The Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future.
8.3. Section 8 Waiver. The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.
9.Terms of the Unit
The Units shall be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement between the Company and Maxim Group LLC, as representative of the underwriters, except the Units: (i) will be subject to the transfer restrictions described herein, and (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act.
10.Governing Law; Jurisdiction; Waiver of Jury Trial
This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such territory, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.
11.Assignment; Entire Agreement; Amendment
11.1. Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without the prior consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser, the assignee(s) shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.
11.2. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any and all prior discussions, agreements and understandings of any and every nature.
11.3. Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.
11.4. Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns.
12.Notices; Indemnity
12.1 Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such mailing is made.
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12.2 Indemnification. Except as set forth in Section 8, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement.
13.Counterparts
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
14.Survival; Severability
14.1. Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following the consummation of an initial Business Combination.
14.2. Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.
15.Headings
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
16.Construction
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
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This subscription is accepted by the Company as of the date first written above.
COMPANY:
AIINFRASTRUCTURE ACQUISITION CORP.
| By: | /s/ Michael D. Winston |
|---|---|
| Name: | Michael<br>D. Winston |
| Title: | Chief<br>Executive Officer |
Accepted and agreed this 3rd day of October, 2025
AIIASponsor Ltd.
| By: | /s/ George Murnane |
|---|---|
| Name: | George<br>Murnane |
| Title: | Chief<br>Financial Officer |
[SignaturePage for Private Placement Unit Subscription Agreement]
E****xhibit10.5
AIInfrastructure Acquisition Corp.
PRIVATEPLACEMENT UNIT SUBSCRIPTION AGREEMENT
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 3, 2025, by and between AI Infrastructure Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 10845 Griffith Peak Dr., Suite 200, Las Vegas, NV 89135 and Maxim Partners LLC (the “Purchaser”).
WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of up to 380,000 units (the “Initial Units”) of the Company, and up to an additional 27,000 Initial Units (“AdditionalUnits” and together with the Initial Units, the “Units”) of the Company in the event that the underwriters’ 45-day over-allotment option (“Over-Allotment Option”) in the Offering is exercised in full or part, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “OrdinaryShares”), and one right (the “Right”), for a purchase price of $10.00 per Initial Unit. Each Right entitles the holder thereof to receive one-fifth (1/5) of one Ordinary Share (the “Right Shares”) to be governed by the Rights Agreement (defined herein).
WHEREAS, the Purchaser desires to purchase the 120,000 Initial Units and up to 18,000 Additional Units and the Company wishes to accept such subscription.
NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
1. Agreement to Subscribe
1.1. Purchase and Issuance of the Units. For the aggregate sum of $1,200,000 (the “Initial Purchase Price”), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 120,000 Initial Units at $10.00 per Initial Unit.
In addition to the foregoing, the Purchaser hereby agrees to purchase up to an additional 18,000 Additional Units at $10.00 per Additional Unit for a purchase price of up to $180,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.
1.2. Closing. The closing of the purchase and sale of the Initial Units shall take place at the offices of Dykema Gossett PLLC, 111 E. Kilbourn Ave., Suite 1050, Milwaukee, WI 53202, simultaneously with the consummation of the Company’s initial public offering (“IPO”) of 10,000,000 units consisting of Ordinary Shares and Rights and the purchase and sale of the Additional Units shall take place upon the consummation of the exercise of all or any portion of the Over-Allotment Option (each a “ClosingDate”).
1.3. Delivery of the Purchase Price. At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Odyssey Transfer and Trust Company, the Company’s transfer agent, which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and Odyssey Transfer and Trust Company as trustee and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to Odyssey Transfer & Trust Company, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.
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1.4. Delivery of Unit Certificate. Upon the applicable Closing Date after delivery of the Purchase Price in accordance with Section 1.3, the Purchaser shall become irrevocably entitled to receive a unit certificate representing the Units purchased hereunder.
2. Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Company that:
2.1. No Government Recommendation or Approval. It understands that no United States federal or state agency or similar agency of any other country has passed upon or made any recommendation or endorsement of the Company, the Offering, the Units, the Rights, the Right Shares or the Ordinary Shares underlying the Units (excluding the Right Shares, the “Unit Shares” and, collectively with the Units and the Right Shares, the “Securities”).
2.2. Organization. It is an exempted company, validly existing and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
2.3. Private Offering. It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.
2.4. Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.5. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement, indenture or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser is subject, or any agreement, order, judgment or decree to which the Purchaser is subject.
2.6. No Legal Advice from Company. It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, it is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. Purchaser understands and acknowledges that the law firm of Dykema Gossett PLLC is not acting as counsel or providing legal advice to Purchaser.
2.7. Access to Information; Independent Investigation. Prior to the execution of this Agreement, it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, it has relied solely on its own knowledge and understanding of the Company and its business based upon its own due diligence investigation and the information furnished pursuant to this paragraph. It understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and it has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
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2.8. Reliance on Representations and Warranties. It understands the Units are being offered and sold to it in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth in this Agreement in order to determine the applicability of such provisions.
2.9. No Advertisements. It is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.
2.10. Legend. It acknowledges and agrees the certificates evidencing the Units, the Unit Shares and the Rights shall bear a restrictive legend (the “Legend”), in form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any other exemptions from the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company, is available.
2.11. Experience, Financial Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of his investment in the Securities for an indefinite period of time because the Securities have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. It has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. It has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
2.12. Investment Purposes. It is purchasing the Securities solely for investment purposes, for its own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof and it has no present arrangement to sell the interest in the Securities to or through any person or entity.
2.13. Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one-year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
3. Representations and Warranties of the Company
The Company represents and warrants to the Purchaser that:
3.1. Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is 440,000,000 Class A Ordinary Shares, 40,000,000 Class B Ordinary Shares, and 20,000,000 undesignated preference shares. As of the date hereof, the Company has issued 4,600,000 Class B ordinary shares (of which up to 600,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.
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3.2. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the rights agreement to be entered into with Odyssey Transfer and Trust Company as rights agent on or prior to the closing of the IPO (the “Rights Agreement”) and the Amended and Restated Memorandum and Articles of Association of the Company, as the case may be, each of the Rights and the Unit Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Right Shares shall have been reserved for issuance. Upon issuance in accordance with the terms hereof, the Rights Agreement and the Amended and Restated Memorandum and Articles of Association of the Company, the Purchaser will have or receive good title to the Right Shares, free and clear of all liens, claims and encumbrances of any kind other than transfer restrictions under federal and state securities laws.
3.3. Organization and Qualification. The Company has been duly incorporated and is validly existing as a Cayman Islands exempted company and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.
3.4. Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement constitutes, and upon the execution and delivery thereof, the Rights and Rights Agreement, will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.
3.5. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result in a violation of the Company’s Amended and Restated Memorandum and Articles of Association, (ii) conflict with, or constitute a default under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any federal, state or foreign securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Units, the Rights, or the Ordinary Shares underlying the Units or Rights in accordance with the terms hereof.
4. Legends
4.1. Legend. The Company will issue the Units, the Rights and the Unit Shares, and when issued, the Right Shares, purchased by the Purchaser, in the name of the Purchaser. The Securities will bear the following Legend and appropriate “stop transfer” instructions:
THESE SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
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4.2. Purchaser’s Compliance. Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities laws upon resale of the Securities.
4.3. Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
4.4. Registration Rights. The Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration Rights Agreement”) to be entered into with the Company on or prior to the closing of the IPO.
5.Lockup
The Purchaser acknowledges and agrees that the Units, the Rights, the Unit Shares, and the Right Shares shall not be transferable, saleable or assignable until after the consummation of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), except (a) to the Company’s or the Purchaser’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Purchaser’s officers, directors, advisors or consultants, any members or partners of AIIA Sponsor Ltd. (the “Sponsor”) or the Purchaser or their its respective affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor or the Purchaser, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Business Combination period or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or units were originally purchased; (f) pro rata distributions from the Sponsor or the Purchaser to its respective members, partners or shareholders pursuant to the Sponsor’s memorandum and articles of association, the Purchaser’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands and the amended and restated memorandum and articles of association upon dissolution of the Sponsor or upon dissolution of the Purchaser, (h) in the event of the Company’s liquidation prior to consummation of a Business Combination; (i) in the event that, subsequent to consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.
6.Securities Laws Restrictions
The Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
7.Waiver of Distributions from Trust Account
In connection with the Securities purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account.
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8.Rescission Right Waiver and Indemnification
8.1. Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.
8.2. No Recourse Against Trust Account. The Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future.
8.3. Section 8 Waiver. The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.
9.Terms of the Unit
The Units shall be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement between the Company and Maxim Group LLC, as representative of the underwriters, except the Units: (i) will be subject to the transfer restrictions described herein, and (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act.
10.Governing Law; Jurisdiction; Waiver of Jury Trial
This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such territory, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.
11.Assignment; Entire Agreement; Amendment
11.1. Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without the prior consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser, the assignee(s) shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.
11.2. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any and all prior discussions, agreements and understandings of any and every nature.
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11.3. Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.
11.4. Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns.
12.Notices; Indemnity
12.1 Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such mailing is made.
12.2 Indemnification. Except as set forth in Section 8, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement.
13.Counterparts
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
14.Survival; Severability
14.1. Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following the consummation of an initial Business Combination.
14.2. Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.
15.Headings
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
16.Construction
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
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This subscription is accepted by the Company as of the date first written above.
COMPANY:
AIINFRASTRUCTURE ACQUISITION CORP.
| By: | /s/ Michael D. Winston |
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| Name: | Michael<br>D. Winston |
| Title: | Chief<br>Executive Officer |
Accepted and agreed this 3rd day of October, 2025
MaximPartners LLC
| By: | /s/ Lawrence Glassberg |
|---|---|
| Name: | Lawrence Glassberg |
| Title: | Co-Head, Investment Banking |
[SignaturePage for Private Placement Unit Subscription Agreement]
Exhibit10.6
FORMOF INDEMNITY AGREEMENT
THISINDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, by and between AI Infrastructure Acquisition Corp, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
RECITALS
WHEREAS, highly competent persons have become more reluctant to serve publicly held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will use commercially reasonable efforts to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among publicly traded companies and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to companies or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The amended and restated memorandum and articles of association of the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law. The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;
WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified; and
NOW,THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 3, 2025 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
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TERMSAND CONDITIONS
1.SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, director, advisor, board observer, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, board observer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2.DEFINITIONS. As used in this Agreement:
2.1. References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another company, corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
2.2. The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
2.3. “Cayman Court” shall mean the Grand Court of the Cayman Islands.
2.4. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
2.4.1. Acquisition of Shares by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless: (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors; or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part 2.4.3 of this definition;
2.4.2. Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
2.4.3. Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) no Person (excluding any company resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination.
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2.4.4. Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
2.4.5. Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
2.5. “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.
2.6. “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.
2.7. “Enterprise” shall mean the Company and any other company, corporation, constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent.
2.8. “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.
2.9. “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
2.10. “Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including, without limitation, the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
2.11 “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
2.12. References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
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2.13. The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any company or corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a company or corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.
2.14. The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or her of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
2.15. The term “Subsidiary,” with respect to any Person, shall mean any company, corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3.INDEMNITY IN THIRD-PARTY PROCEEDINGS.
To the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.
4.INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
To the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
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5.INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.
Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6.INDEMNIFICATION FOR EXPENSES OF A WITNESS.
Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law and the Articles, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7.ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.
7.1 Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
7.2 Notwithstanding any limitation in Sections 3, 4, 5 or 7.1, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.
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8.CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
8.1. To the fullest extent permitted by applicable law and the Articles, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
8.2. The Company shall not, without Indemnitee’s consent, enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee and no admission of guilt by, or injunctive relief against, Indemnitee, is included.
8.3. The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9.EXCLUSIONS.
Notwithstanding any provision in this Agreement except for Section 27, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
| (a) | for<br> which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except<br> with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity provision<br> or otherwise; |
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| (b) | for<br> an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within<br> the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or |
| (c) | except<br> as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding<br> (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee<br> against the Company or its directors, officers, employees or other indemnitees, unless: (i) the Board authorized the Proceeding (or<br> any part of any Proceeding) prior to its initiation; or (ii) the Company provides the indemnification, hold harmless or exoneration<br> payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law and the Articles. Indemnitee shall<br> seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy<br> of the Company covering Indemnitee. |
10.ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
10.1. Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by applicable law and the Articles, be unsecured and interest free. Advances shall, to the fullest extent permitted by applicable law and the Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law and the Articles or otherwise. If it shall be determined by a final judgement or other final adjudication that Indemnitee was not so entitled to indemnification, any advanced amount shall be returned to the Company (without interest) by Indemnitee. This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
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10.2. The Company will be entitled to participate in the Proceeding at its own expense.
10.3. The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.
11.PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
11.1. Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
11.2. Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.
12.PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
12.1. A determination, if required by applicable law and the Articles, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
12.2. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
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12.3. The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13.PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
13.1. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
13.2. If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the Articles, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification; or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law and the Articles; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
13.3. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
13.4. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager, or managing member or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
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13.5. The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14.REMEDIES OF INDEMNITEE.
14.1. In the event that: (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Articles, is not timely made pursuant to Section 10 of this Agreement; (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification; (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor; (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement; (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification; or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
14.2. In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
14.3. If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent: (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification; or (ii) a prohibition of such indemnification under applicable law and the Articles.
14.4. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
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14.5. The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law and the Articles, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
14.6. Interest shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15.SECURITY.
Notwithstanding anything herein to the contrary except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
16.NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
16.1. The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law and the Articles, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by applicable law and the Articles. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
16.2. The Companies Act (2020 Revision) of the Cayman Islands and the Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement, the Articles or under the Companies Act (2020 Revision) of the Cayman Islands, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
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16.3. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
16.4. In the event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law and the Articles, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed to relieve any insurer of its obligations.
16.5. The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27: (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement; and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
16.6 The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, liability or matter that is the subject of Indemnity Obligations, whether created by law, organizational or constituent documents, contract (including, without limitation, this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event that any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation of the Company under this Agreement by any other Person with whom or which Indemnitee may be associated or their insurers, affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification and/or insurance or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated, with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person, is specifically in excess of any Indemnity Obligation of the Company or valid and any collectible insurance (including, without limitation, any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement, and any obligation to provide indemnification and/or insurance or advance Expenses provided by any other Person with whom or which Indemnitee may be associated shall be reduced by any amount that Indemnitee collects from the Company as an indemnification payment or advancement of Expenses pursuant to this Agreement.
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17.DURATION OF AGREEMENT.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other company, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
18.SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law and the Articles; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and the Articles and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19.ENFORCEMENT AND BINDING EFFECT.
19.1. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
19.2. Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
19.3. The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
19.4. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
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19.5. The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by applicable law and the Articles, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by applicable law and the Articles, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by applicable law and the Articles.
20.MODIFICATION AND WAIVER.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21.NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed; or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(b) If to the Company, to:
AI Infrastructure Acquisition Corp.
10845 Griffith Peak Dr., Suite 200
Las Vegas, NV 89135
Attn: Michael Winston, Chief Executive Officer
With a copy, which shall not constitute notice, to:
Dykema Gossett PLLC
111 E. Kilbourn Ave., Suite 1050
Milwaukee, WI 53202
Attn: Kate Bechen, Esq.
or to any other address as may have been furnished to Indemnitee in writing by the Company.
22.APPLICABLE LAW AND CONSENT TO JURISDICTION.
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent permitted by law the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Courts of the State of New York and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Courts of the State of New York for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Courts of the State of New York; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Courts of the State of New York has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or such other manner as may be permitted by law, shall be valid and sufficient service thereof.
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23.IDENTICAL COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24.MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
25.PERIOD OF LIMITATIONS.
No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
26.ADDITIONAL ACTS.
If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
27.WAIVER OF CLAIMS TO TRUST ACCOUNT.
Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummated a Business Combination.
28.MAINTENANCE OF INSURANCE.
The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
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29.INTERPRETATION.
In this Agreement:
(a) words importing the singular number include the plural number and vice versa; words importing the masculine gender include the feminine gender;
(b) “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
(c) “shall” shall be construed as imperative and “may” shall be construed as permissive;
(d) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;
(e) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(f) the term “and/or” is used herein to mean both “and” as well as “or. “ The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
(g) headings are inserted for reference only and shall be ignored in construing this Agreement;
(h) any requirements as to delivery under this Agreement include delivery in the form of an electronic record (as defined in the Electronic Transactions Law (2003));
(i) any requirements as to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the form of an electronic signature (as defined in the Electronic Transactions Law (2003 Revision));
(j) sections 8 and 19(3) of the Electronic Transactions Law (2003 Revision) shall not apply.
[SIGNATUREPAGE FOLLOWS]
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INWITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
| AI INFRASTRUCTURE ACQUISITION CORP. |
|---|
| By: |
| Name: |
| Title: |
| INDEMNITEE: |
| --- |
| Name: |
| Address: |
[SignaturePage to Indemnity Agreement – ____________]
Exhibit10.7
AIINFRASTRUCTURE ACQUISITION CORP.
10845Griffith Peak Dr., Suite 200
LasVegas, NV 89135
October 3, 2025
AIIA Sponsor Ltd.
| Re: | Administrative<br> Services Agreement |
|---|
Ladies and Gentlemen:
This letter agreement by and between AI Infrastructure Acquisition Corp. (the “Company”) and AIIA Sponsor Ltd. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effectiveness of the Company’s initial public offering (the “Commencement Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
| (i) | the<br> Sponsor, or any of its affiliates, shall make available, or cause to be made available, to the Company, office space and administrative<br> and support services. In exchange therefor, the Company shall begin accruing payments in the sum of $10,000 per month on the Commencement<br> Date and continuing monthly thereafter until the Termination Date, which will be paid to the Sponsor or its affiliates, as applicable,<br> by the Company on the Termination Date; and |
|---|---|
| (ii) | the Sponsor and any of<br> its affiliates hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result<br> of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment<br> of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into<br> which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),<br> and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect<br> the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment<br> or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. |
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment 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.
This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same letter agreement.
[Signature Page Follows]
| Very truly yours, | |
|---|---|
| AI INFRASTRUCTURE ACQUISITION CORP. | |
| By: | /s/ Michael D. Winston |
| Name: | Michael D. Winston |
| Title: | Chief Executive Officer |
| AGREED TO AND ACCEPTED BY: | |
| AIIA Sponsor Ltd. | |
| By: | /s/ George Murnane |
| Name: | George Murnane |
| Title: | Chief Financial Officer |
[SignaturePage to Administrative Services Agreement]
Exhibit99.1
AIInfrastructure Acquisition Corp. Announces Pricing of Upsized $120 Million Initial Public Offering
LasVegas, NV, Oct. 03, 2025 (GLOBE NEWSWIRE) — AI Infrastructure Acquisition Corp. (the “Company”), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chief Executive Officer Michael Winston, today announced the pricing of its initial public offering of 12,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share of the Company and one right. Each right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the Company’s initial business combination. The units are expected to be listed on the New York Stock Exchange (“NYSE”) and trade under the ticker symbol “AIIAU” beginning October 3, 2025. Once the securities comprising the units begin separate trading, the Class A ordinary shares and the rights are expected to be traded on the NYSE under the symbols “AIIA” and “AIIAR,” respectively. AIIA Sponsor Ltd., a Cayman Islands ordinary resident company, limited by shares, is a minority-owned subsidiary of Jet.AI Inc. (NASDAQ: JTAI). Jet.AI Inc. is a publicly listed, pure-play artificial intelligence (“AI”) data center company operating aviation-specific AI software located in Las Vegas, Nevada.
Maxim Group LLC is acting as sole book-running manager for the offering.
The Company has granted the underwriters a 45-day option to purchase up to 1,800,000 additional units at the initial public offering price to cover over-allotments, if any. The offering is expected to close on October 6, 2025 subject to customary closing conditions.
A registration statement relating to the securities to be sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2025. The offering is being made only by means of a prospectus. When available, copies of the prospectus related to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, at (212) 895-3500, or by visiting EDGAR on the SEC’s website at www.sec.gov.
Thispress release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securitiesin any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification underthe securities laws of any such state or jurisdiction.
AboutAI Infrastructure Acquisition Corp.
AI Infrastructure Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, organized under the laws of the Cayman Islands and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is led by Michael Winston, its CEO and George Murnane, its CFO.
AboutJet.AI
Founded in 2018 and based in Las Vegas, NV, Jet.AI (NASDAQ: JTAI) currently operates in two segments, Software and Aviation, and is transitioning to a pure-play AI data center company. Leveraging a leadership team with deep expertise in data center development and AI-driven technologies, Jet.AI intends to build a scalable, high-performance infrastructure to support the increasing computational demands of artificial intelligence. Its suite of AI-powered tools stems from its origin as an aviation company, and leverages natural language processing technologies to enhance efficiency, optimize operations, and streamline the private jet booking experience.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the Offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the registration statement and related preliminary prospectus filed in connection with the offering with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Michael Winston
Chief Executive Officer
(702) 747-4000
mike@jet.ai
Exhibit99.2
AIInfrastructure Acquisition Corp. Announces Closing of Upsized $138 Million Initial Public Offering, Including Full Exercise of OverallotmentOption
LasVegas, NV, Oct. 06, 2025 (GLOBE NEWSWIRE) --AI Infrastructure Acquisition Corp. (the “Company”), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chief Executive Officer Michael Winston, today announced the closing of its upsized initial public offering of 13,800,000 units, which included the full exercise of the underwriters’ over-allotment option, at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share of the Company and one right. Each right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the Company’s initial business combination. The Company’s units commenced trading on the New York Stock Exchange (“NYSE”) on October 3, 2025 under the symbol “AIIA U.” Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the NYSE under the symbols “AIIA” and “AIIA R,” respectively. AIIA Sponsor Ltd., a Cayman Islands ordinary resident company, limited by shares, is a minority-owned subsidiary of Jet.AI Inc. (NASDAQ: JTAI). Jet.AI Inc. is a publicly listed, pure-play artificial intelligence (“AI”) data center company operating aviation-specific AI software located in Las Vegas, Nevada.
Maxim Group LLC acted as sole book-running manager for the offering.
Dykema Gossett PLLC served as legal counsel to the Company and Loeb & Loeb LLP served as legal counsel to Maxim Group LLC in the offering.
Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $138,000,000 (or $10.00 per unit sold in the public offering) was placed in trust. An audited balance sheet of the Company as of October 6, 2025 reflecting receipt of the proceeds upon consummation of the initial public offering and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”).
A registration statement relating to the securities to be sold in the initial public offering was declared effective by the SEC on September 30, 2025. The offering was made only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, at (212) 895-3500, or by visiting EDGAR on the SEC’s website at www.sec.gov.
Thispress release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securitiesin any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification underthe securities laws of any such state or jurisdiction.
AboutAI Infrastructure Acquisition Corp.
AI Infrastructure Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, organized under the laws of the Cayman Islands and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is led by Michael Winston, its CEO and George Murnane, its CFO.
AboutJet.AI Inc.
Founded in 2018 and based in Las Vegas, NV, Jet.AI Inc. (NASDAQ: JTAI) currently operates in two segments, Software and Aviation, and is transitioning to a pure-play AI data center company. Leveraging a leadership team with deep expertise in data center development and AI-driven technologies, Jet.AI Inc. intends to build a scalable, high-performance infrastructure to support the increasing computational demands of artificial intelligence. Its suite of AI-powered tools stems from its origin as an aviation company, and leverages natural language processing technologies to enhance efficiency, optimize operations, and streamline the private jet booking experience.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the registration statement and related prospectus filed in connection with the offering with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Michael Winston
Chief Executive Officer
(702) 747-4000
mike@jet.ai