8-K
Inflection Point Acquisition Corp. V (IPEX)
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): September 9, 2025
MAYWOOD
ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-42518 | N/A |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
418 Broadway, #6441
Albany, NY 12207
(Address of Principal Executive Offices) (Zip Code)
(718) 974-6945
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement 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(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one right | MAYAU | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share | MAYA | The Nasdaq Stock Market LLC |
| Rights, each entitling the holder to one fifth of one Class A ordinary share upon the completion of the Company’s initial business combination | MAYAR | The Nasdaq Stock Market LLC |
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. ☐
Item 1.01 Entry into a Material DefinitiveAgreement.
On September 9, 2025, in connection with the execution of the Transfer Agreement (as defined below), Maywood Acquisition Corp. (the “Company”) entered into an Indemnity Agreement (the “Indemnification Agreement”) by and between the Company and Inflection Point Fund I LP (the “Purchaser”). Pursuant to the Indemnification Agreement, the Company will indemnify, exonerate and hold harmless the Purchaser and its shareholders, members, directors, managers, officers, control persons, affiliates, agents, advisors, consultants and representatives (together with the Purchaser, each, an “Indemnified Person”) from and against any and all claims, losses, liabilities, obligations, judgments, settlements, fees, costs, expenses, and the like, arising out of or relating to any pending or threatened claim, action, suit, proceeding, or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to the Company’s operations or conduct of its business, the Company’s initial business combination, the Purchaser’s ownership of equity interests of the Company, and/or any claim against an Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of the Company, or any express or implied association with the Company or any of its affiliates. The Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Indemnified Person of any other agreement between such Indemnified Person and the Company, or (b) the willful misconduct, gross negligence or bad faith of such Indemnified Person.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Indemnification Agreement, which is filed hereto as Exhibit 10.1 and which is incorporated by reference.
Item 1.02. Termination of a Material DefinitiveAgreement.
On September 9, 2025, in connection with the execution of the Transfer Agreement (as defined below), the Company entered into a termination agreement (the “TerminationAgreement”), pursuant to which the Company terminated the Administrative Services Agreement with Maywood Sponsor, LLC (the “Sponsor”) dated February 12, 2025, and the Sponsor forgave and fully discharged all outstanding fees thereunder as of the date of the Closing (as defined below).
The foregoing description of the Termination Agreement is not complete and is qualified in its entirety by reference to the text of the Termination Agreement, which is filed hereto as Exhibit 10.2 and which is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant
The information set forth in Items 5.02 and 8.01 are incorporated herein by reference.
Item 5.02. Departure of Directorsor Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
Concurrently with the execution of the Transfer Agreement (as defined below), on September 9, 2025, the Sponsor delivered executed resignation letters of each of the Company’s officers and directors (other than Zikang Wu, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer) to the Purchaser. As a result and pursuant to the resignation letters, immediately prior to the Closing, the Company’s existing officers, other than Zikang Wu solely in his capacity of Chief Financial Officer, were replaced with the persons indicated below (such persons, the “New Officers”) and all of the Company’s existing directors, other than Zikang Wu, were replaced with the persons indicated below (such persons, the “New Directors”), effective on September 11, 2025 pursuant to the vote by the holder of the Company’s Class B ordinary shares.
Appointment of New Officers and New Directors
As indicated above, each of the Company’s existing officers and directors (other than Mr. Wu in his capacity as a director and officer) were replaced with the following individuals:
| Name | Age | Title |
|---|---|---|
| Michael Blitzer | 48 | Chairman and Chief Executive Officer |
| Kevin Shannon | 30 | Chief Operating Officer |
| William Denkin | 58 | Director (Independent, also member of Audit Committee) |
| Steven Tannenbaum | 65 | Director (Independent, also member of Audit Committee) |
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Michael Blitzer
Michael Blitzerhas served since October 2024 as the Chairman and CEO of Inflection Point Acquisition Corp. III (“Inflection Point III”), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025. He also has served since July 2025 as the President and CEO and director of Bleichroeder Acquisition Corp. I (which will be renamed Inflection Point Acquisition Corp. IV) (“Inflection Point IV”), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Merlin Labs, Inc. on August 13, 2025. Mr. Blitzer served as CEO and director of Inflection Point Acquisition Corp. II (“Inflection Point II”), a special purpose acquisition company, from March 2023 until the completion of its business combination with USA Rare Earth, LLC in March 2025, and previously served as co-CEO and director of Inflection Point Acquisition Corp. (“Inflection Point I”), a special purpose acquisition company, from February 2021 until the completion of its business combination with Intuitive Machines, LLC in February 2023. He currently sits on the board of directors and audit committee of Intuitive Machines, Inc. (Nasdaq: LUNR) and is the chair of the board of directors of USA Rare Earth, Inc. (Nasdaq: USAR). Mr. Blitzer is the founder and co-CEO of Kingstown Capital Management (“Kingstown”), which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients. Over 19 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer has overseen and participated in nearly all the firm’s investment decisions including countless public and private investments in disruptive growth industries. Mr. Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee. We believe Mr. Blitzer is qualified to serve on our board of directors due to his extensive investment, financial, managerial and oversight experience as an investor and board member.
Kevin Shannon
Kevin Shannon has served as the COO of Inflection Point III since November 2024 and as the He COO of Inflection Point IV since July 2025. He served as Chief of Staff of Inflection Point II from March 2023 to March 2025 and previously served as Chief of Staff of Inflection Point I from March 2021 to February 2023. In his role as Chief of Staff for Inflection Point II and Inflection Point I, Mr. Shannon was an active participant in all target search, negotiation, and due diligence workstreams. Mr. Shannon is a founder and partner of Inflection Point Asset Management, which he co-founded with Michael Blitzer in 2024. Inflection Point Asset Management invests in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Shannon also currently serves as Capital Markets Advisor for Intuitive Machines, Inc and as Special Advisor to USA Rare Earth, Inc. Prior to Inflection Point Asset Management, Mr. Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to source and diligence later stage investments for the venture capital firm. Before that, Mr. Shannon was a Senior Analyst at Kingstown from March of 2021 to March of 2023. Mr. Shannon began his career in Equity Capital Markets at Bank of America, spending time working across the Technology, Industrials, Equity-Linked, and SPAC teams within ECM. Mr. Shannon holds a B.A. from Colgate University.
William Denkin
William Denkin currently serves on the board of directors of Inflection Point III. Since April 2019, Mr. Denkin has been retired and managing his personal investments. Mr. Denkin served as Managing Director at Cowen and Company from April 2016 to April 2019. Prior to that, he served as Managing Director at CRT Capital Group (f/k/a Credit Research Trading) from June 1994 to April 2016. Mr. Denkin began his career as a trader at Shearson Lehman in 1989, where worked until 1991. He holds an M.B.A. from Columbia Business School and a B.S. in Economics from Colgate University. We believe Mr. Denkin is qualified to serve on our board of directors due to his extensive investment, trading and financial services experience.
Steven Tannenbaum
Steven Tannenbaum serves as the President of Greenwood Investments, Inc., the general partner of several investment partnerships focusing on investments in public and private equities and development of commercial real estate since 1995. Mr. Tannenbaum began his career as an energy futures contract trader and member of the New York Mercantile Exchange in 1984. Subsequently from 1987 to 1993 he managed physical oil and oil futures trading activities for Astroline Corporation and Tricon, USA. Mr. Tannenbaum received a Bachelor of Science degree in Business Administration from the School of Management at Boston University in 1981. We believe Mr. Tannenbaum is qualified to serve on our board of directors due to his extensive investment and managerial experience.
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In connection with the above appointments, the Company and each of the New Officers and New Directors entered into a new form of indemnification agreement (each, a “D&O Indemnification Agreement”). Other than pursuant to the Transfer Agreement, there are no arrangements or understandings pursuant to which such individuals have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the form of D&O Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the form of D&O Indemnification Agreement, which is filed hereto as Exhibit 10.3 and which is incorporated by reference.
Item 5.07. Submission of Matters to a Voteof Security Holders.
Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association (“Articles”), prior to the closing of the Company’s initial business combination, only holders of Class B ordinary shares are entitled to vote on the election of directors. On September 11, 2025, the sole shareholder of the Class B Shares elected the following directors to the Company’s Board of Directors: Michael Blitzer, William Denkin and Steven Tannenbaum. There were no votes against or withheld such individuals, and there were no abstentions.
Item 8.01. Other Events
On September 9, 2025, the Sponsor entered into a Securities Transfer Agreement (the “Transfer Agreement”) with the Purchaser, an affiliate of certain of the New Officers, pursuant to which the Sponsor has agreed to sell to the Purchaser an aggregate of 990,000 Class B Ordinary Shares of the Company, par value $0.0001 per share (the “Class B Shares” and such transferred shares, the “TransferredShares”), and assign the $500,000 aggregate principal amount promissory note, dated February 12, 2025, issued by the Company to the Sponsor in connection with the Company’s initial public offering (the “IPO”), for an aggregate purchase price of $1,800,000 (the “Transaction”). The Transaction was consummated on September 9, 2025 (the “Closing”).
Pursuant to the Transfer Agreement, among other things:
| ● | on September 9, 2025, the Company, each of its directors and officers, the Sponsor, the Purchaser, and<br>each of the New Directors and New Officers entered into an amended and restated letter agreement (the “A&R Letter Agreement”),<br>which amended and restated that certain Letter Agreement, dated February 12, 2025, originally entered into in connection with the IPO,<br>which is filed hereto as Exhibit 10.4 and is incorporated herein by reference; |
|---|---|
| ● | on September 9, 2025, the Purchaser executed a joinder agreement to become a party to that certain Registration<br>Rights Agreement, dated February 12, 2025, originally entered into in connection with the IPO; |
| --- | --- |
| ● | the Sponsor converted the 2,028,750 Class B Shares retained by it after the transfer of the Transferred<br>Shares (such shares, the “Retained Founder Shares”) on a one-for-one basis into Class A ordinary shares of the Company<br>pursuant to the terms of the Class B Shares; and |
| --- | --- |
| ● | the Sponsor agreed to vote all of its Class A ordinary shares (including the Retained Founder Shares and<br>the Class A ordinary shares underlying the units purchased by the Sponsor in the private placement that occurred concurrently with the<br>IPO (such units, together with the Retained Founder Shares, the “Retained Securities”)) in favor of the Company’s<br>initial business combination and all other proposals submitted by the Company to its shareholders in connection therewith, and in favor<br>of any amendment to the Articles to extend the time in which the Company has to complete its initial business combination. The Sponsor<br>also agreed to enter into any voting support agreement, lock-up agreement, or similar agreement with respect to the Retained Securities<br>that the Purchaser enters into, and agreed not to transfer any Retained Securities until the consummation of the Company’s initial<br>business combination except to certain permitted transferees as provided in the A&R Letter Agreement. |
| --- | --- |
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
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SIGNATURE
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.
| MAYWOOD ACQUISITION CORP. | |||
|---|---|---|---|
| Dated: September 12, 2025 | |||
| By: | /s/ Michael Blitzer | ||
| Name: | Michael Blitzer | ||
| Title: | Chief Executive Officer and Chairman |
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Exhibit 10.1
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this “Agreement”) is dated as of September 9, 2025, by and between Maywood Acquisition Corp., a Cayman Islands exempted company (“SPAC”) and Inflection Point Fund I LP, a Delaware limited liability company, (“InflectionPoint”).
RECITALS
WHEREAS, Inflection Point entered into that certain Securities Transfer Agreement (the “Securities Transfer Agreement”), dated September 9, 2025, by and between Inflection Point and Maywood Sponsor, LLC (the “Sponsor”), pursuant to which Inflection Point agreed to, among other things, acquire from the Sponsor 990,000 of the SPAC’s Class B ordinary shares, par value $0.0001 per share, and a promissory note with an outstanding principal amount of $500,000 and become responsible for the management of the SPAC; and
WHEREAS, as a material inducement to Inflection Point to consummate the transactions contemplated by the Securities Transfer Agreement, the SPAC is willing to grant the indemnification provided for herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
AGREEMENT
| 1. | The SPAC shall indemnify, exonerate and hold harmless Inflection Point and its shareholders, members,<br>directors, managers, officers, employees, control persons, affiliates, agents, advisors, consultants and representatives (each, an “IndemnifiedPerson”), from and against any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending<br>or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or<br>expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys<br>and other professional advisors and costs of suit) (collectively, the “Indemnified Liabilities”) arising out<br>of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them<br>may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the SPAC’s operations<br>or conduct of its business (including, for the avoidance of doubt, the SPAC’s initial business combination), (ii) Inflection Point’s<br>ownership of equity interests of the SPAC, and/or (iii) any claim against an Indemnified Person alleging any express or implied management,<br>control or endorsement of any activities of the SPAC, or any express or implied association with the SPAC or any of its affiliates (each<br>of the foregoing, a “Claim”); provided, that the foregoing shall not apply to any Indemnified Liabilities<br>to the extent arising primarily out of (a) any breach by such Indemnified Person of any other agreement between such Indemnified Person<br>and the SPAC, or (b) the willful misconduct, gross negligence or bad faith of such Indemnified Person. |
|---|---|
| 2. | The SPAC shall, at its expense, undertake the defense of any Claim with attorneys of its own choosing<br>reasonably satisfactory in all respects to the applicable Indemnified Person, subject to the right of such Indemnified Person to undertake<br>such defense as hereinafter provided. The applicable Indemnified Person may participate in such defense with counsel of such Indemnified<br>Person’s choosing at the expense of the SPAC. In the event that SPAC does not undertake the defense of any Claim within a reasonable<br>time after the applicable Indemnified Person has given the notice thereof, pursuant to Section 13 hereof, or in the event that<br>such Indemnified Person shall in good faith determine that the defense of any Claim by SPAC is inadequate or may conflict with the interest<br>of such Indemnified Person, such Indemnified Person may, at the expense of SPAC and after giving notice, pursuant to Section 13<br>hereof, to SPAC of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the<br>risk of SPAC. |
| --- | --- |
| 3. | SPAC shall pay all reasonable and documented costs and expenses (including, without limitation, attorneys’<br>fees and costs of experts) incurred by any Indemnified Person in connection with such Indemnified Person’s defense of any such Claim<br>promptly after receipt of any statement therefor. |
| --- | --- |
| 4. | In the defense of any Claim against an Indemnified Person, SPAC shall not, except with the prior written<br>consent of such Indemnified Person, consent to entry of any judgment or enter into any settlement that includes any injunctive or other<br>non-monetary relief or any payment of money by such Indemnified Person, or that does not include as an unconditional term thereof the<br>giving by the person or persons asserting such Claim to such Indemnified Person of an unconditional release from all liability on any<br>of the matters that are the subject of such Claim and an acknowledgement that such Indemnified Person denies all wrongdoing in connection<br>with such matters. |
| --- | --- |
| 5. | SPAC shall not be obligated to indemnify an Indemnified Person against amounts paid in settlement of a<br>Claim if such settlement is effected by such Indemnified Person without the prior written consent of SPAC, which shall not be unreasonably<br>withheld, conditioned, or delayed. |
| --- | --- |
| 6. | If the indemnification provided for in this Agreement is for any reason not available to an Indemnified<br>Person as a matter of law in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such<br>Indemnified Person therefor, SPAC shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses,<br>claims, damages or liabilities (and expenses relating thereto) in such proportion as is appropriate to reflect not only the relative benefits<br>to the Indemnified Person, on the one hand, and SPAC, on the other hand, of the subject matter of this Agreement, but also the relative<br>fault of each of such Indemnified Person and SPAC, as well as any other relevant equitable considerations. |
| --- | --- |
| 7. | The provisions of this Agreement are (x) intended to be for the benefit of, and will be enforceable by,<br>each Indemnified Person and each such Indemnified Person’s heirs, legatees, representatives, successors and assigns, and shall be<br>binding on all successors and assigns of SPAC and may not be terminated or amended in any manner adverse to such Indemnified Person without<br>its prior written consent and (y) in addition to, and not in substitution for, any other rights to indemnification or contribution that<br>any such Indemnified Person may have by contract or otherwise. For the avoidance of doubt, no amendment, alteration, or repeal of this<br>Agreement or of any provision hereof shall limit or restrict any right of each Indemnified Person under this Agreement in respect of any<br>Claim (regardless of when such Claim is first threatened, commenced, or completed), issue, or matter therein arising out of, or related<br>to, any action taken or omitted by such Indemnified Person prior to such amendment, alteration, or repeal. |
| --- | --- |
| 8. | This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of<br>the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written<br>or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may<br>not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a<br>written instrument executed by both of the parties hereto. |
| --- | --- |
| 9. | SPAC’s obligations in this Agreement shall survive the termination of this Agreement and shall survive<br>the consummation of the SPAC’s initial business combination. In furtherance and not in limitation of the foregoing, SPAC shall require<br>and cause any of its successors (whether direct or indirect by purchase, merger, consolidation, or otherwise), by written agreement in<br>form and substance satisfactory to each Indemnified Person, to expressly assume and agree to perform this Agreement to the fullest extent<br>permitted by law. This Agreement shall be binding on the undersigned and each of its respective successors (whether direct or indirect<br>by purchase, merger, consolidation, or otherwise), heirs and assigns and permitted transferees. |
| --- | --- |
| 10. | The Law of the State of New York shall govern (a) all claims or matters related to or arising from this<br>Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and<br>enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect<br>to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause<br>the application of the Law of any jurisdiction other than the State of New York. |
| --- | --- |
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| 11. | Each party hereto submits to the exclusive jurisdiction of first, the New York Supreme Court, Commercial<br>Division, located in the Borough of Manhattan in the City of New York, in the State of New York or if such court declines jurisdiction,<br>then to any court of the State of New York or the Federal District Court for the Southern District of New York (collectively, the “SpecifiedCourt”), in any proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the proceeding<br>shall be heard and determined in the Specified Court and agrees not to bring any proceeding arising out of or relating to this Agreement<br>in any other courts. Nothing in this Section 11, however, shall affect the right of any party to serve legal process in any other<br>manner permitted by law or at equity. Each party hereto agrees that a final judgment in any proceeding so brought shall be conclusive<br>and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HERETO HEREBY IRREVOCABLY<br>WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING<br>IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS OR THE RELATIONSHIPS<br>ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER<br>WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. |
|---|---|
| 12. | The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement<br>was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof,<br>in addition to any other remedy at law or in equity without the necessity of proving the inadequacy of money damages as a remedy and without<br>bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. Each<br>of the parties hereto hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish<br>the availability of specific performance of the obligations hereunder or any other injunctive relief. It is accordingly agreed that the<br>parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically<br>the terms and provisions of this Agreement in the Specified Court, this being in addition to any other remedy to which such party is entitled<br>at law or in equity. Each party hereto hereby further agrees that in the event of any action by any other party for specific performance<br>or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive<br>relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds. |
| --- | --- |
| 13. | Any notice or other communication hereunder shall be sent in writing, addressed as specified below, and<br>shall be deemed given: (a) if by hand or recognized courier service, by 5:00 PM on a Business Day, addressee’s day and time, on<br>the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date of transmission; or (c)<br>five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties<br>hereto as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party hereto shall specify<br>to the others in accordance with these notice provisions: |
| --- | --- |
If to SPAC:
Maywood Acquisition Corp.
167 Madison Avenue, Suite 205 #1017
New York, New York 10016
If to Inflection Point:
Inflection Point Fund I LLC
167 Madison Avenue, Suite 205 #1017
New York, New York 10016
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in each case, with a copy (which shall not constitute notice) to:
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attention: Joel Rubinstein
Email: joel.rubinstein@whitecase.com;
| 14. | For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration,<br>the receipt and sufficiency of which is hereby acknowledged, Inflection Point hereby agrees on behalf of itself and its affiliates that,<br>notwithstanding anything to the contrary in this Agreement, neither Inflection Point nor any of its affiliates do now or shall at any<br>time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom<br>(other than to the SPAC upon consummation of an initial business combination), or make any claim against the Trust Account (including<br>any distributions therefrom (other than to the SPAC upon consummation of an initial business combination)), regardless of whether such<br>claim arises as a result of, in connection with or relating in any way to, this Agreement or any other matter, and regardless of whether<br>such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Trust ReleasedClaims”). Inflection Point on behalf of itself and its affiliates hereby irrevocably waives any Trust Released Claims that<br>Inflection Point or any of its affiliates may have against the Trust Account (including any distributions therefrom (other than to the<br>SPAC upon consummation of an initial business combination)) now or in the future and will not seek recourse against the Trust Account<br>(including any distributions therefrom (other than to the SPAC upon consummation of an initial business combination)) for any reason whatsoever.<br>Inflection Point agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC<br>to induce SPAC to enter into this Agreement, and Inflection Point further intends and understands such waiver to be valid, binding and<br>enforceable against Inflection Point and each of its affiliates under applicable Law. Notwithstanding the foregoing, nothing in this Section<br>14 shall serve to limit or prohibit the right of Inflection Point or any of its affiliates to pursue a claim against the SPAC for<br>legal relief against assets of the SPAC held outside the Trust Account, for specific performance or other non-monetary relief. The provisions<br>of this Section 14 shall survive termination of this Agreement. |
|---|
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have each caused this Indemnification Agreement to be duly executed as of the date first written above.
| MAYWOOD ACQUISITION CORP. | |
|---|---|
| By: | /s/ Zikang Wu |
| Name: | Zikang Wu |
| Title: | Chief Executive Officer |
| INFLECTION POINT FUND I LP | |
| By INFLECTION POINT GP I LLC, | |
| as General Partner | |
| By: | /s/ Michael Blitzer |
| Name: | Michael Blitzer |
| Title: | Managing Member of General Partner |
[Signature Page to the IndemnificationAgreement]
Exhibit 10.2
MAYWOOD ACQUISITION CORP.
418 Broadway, #6441
Albany, NY 12207
September 9, 2025
Maywood Sponsor LLC
418 Broadway, #6441
Albany, NY 12207
| Re: | Termination of the Administrative Services Agreement |
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Ladies and Gentlemen:
Reference is made to the Administrative Services Agreement by and between Maywood Acquisition Corp. (the “Company”) and Maywood Sponsor LLC (“ServiceProvider”), dated February 12, 2025 (the “Services Agreement”). The Company and the Service Provider each wishes to terminate the Services Agreement effective as of the date hereof. By signing below, parties have agreed that the Services Agreement shall be of no further force or effect as of or after the date hereof.
In consideration of the terms of this letter and other valuable consideration, the Service Provider agrees to forgive and fully discharge all fees that are outstanding under the Services Agreement as of the date hereof.
[signature page follows]
| Very truly yours, | |
|---|---|
| MAYWOOD ACQUISITION CORP. | |
| By: | /s/ Zikang Wu |
| Name: | Zikang Wu |
| Title: | Chief Executive Officer |
| Agreed and Accepted by: | |
| --- | --- |
| MAYWOOD SPONSOR LLC | |
| By: | /s/ Zikang Wu |
| Name: | Zikang Wu |
| Title: | Authorized Signatory |
Exhibit 10.3
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 9, 2025, by and between Maywood Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
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 attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. 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. The Articles 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 of the Company 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; and
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.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 9, 2025 among the Company, Indemnitee and the other parties thereto pursuant to the underwriting agreement between the Company and the representative of the underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
| 1. | SERVICES TO THE COMPANY |
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In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, 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, 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 |
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As used in this Agreement:
(a) 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.
(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.
(c) 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:
(i) Acquisition of Shares by Third Party. Other than an affiliate of Inflection Point Fund I LP (the “Sponsor”), any Person 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 securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;
(ii) 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 a majority 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;
(iii) 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 or corporation 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) other than an affiliate of the Sponsor, no Person (excluding any corporation 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 corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of the company or corporation 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, providing for such Business Combination;
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(iv) 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
(v) 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, whether or not the Company is then subject to such reporting requirement.
(d) “CorporateStatus” 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 which such person is or was serving at the request of the Company.
(e) “DelawareCourt” shall mean the Court of Chancery of the State of Delaware.
(f) “DisinterestedDirector” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(g) “Enterprise” shall mean the Company and any other company, corporation, constituent 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, managing member, manager, fiduciary, employee or agent.
(h) “ExchangeAct” shall mean the Securities Exchange Act of 1934, as amended.
(i) “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, including reasonable compensation for time spent by the 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, 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.
(j) References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.
(k) 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.
(l) “IndependentCounsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and that 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 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.
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(m) 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 of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary 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 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.
(n) 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 or 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, managing member, manager, 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.
(o) 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.
(p) The phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (a) to the fullest extent authorized or permitted by the provision of applicable Cayman Islands law that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of applicable Cayman Islands law, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of applicable Cayman Islands law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
| 3. | INDEMNITY IN THIRD-PARTY PROCEEDINGS |
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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 willful default or willful neglect. Indemnitee shall not be found to have committed actual fraud, willful default or willful neglect for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.
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| 4. | INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY |
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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 him or her 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. 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 Delaware 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.
| 5. | INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL |
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Notwithstanding any other provisions of this Agreement, but subject to 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 him or her 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 him or her or on his or her 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 |
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Notwithstanding any other provision of this Agreement, but subject to 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 him or her or on his or her behalf in connection therewith.
| 7. | ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS |
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Notwithstanding any limitation in Sections 3, 4 or 5, but subject to 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 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.
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| 8. | CONTRIBUTION IN THE EVENT OF JOINT LIABILITY |
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(a) To the fullest extent permissible under applicable law, 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.
(b) The Company shall not 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.
(c) 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. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.
| 9. | EXCLUSIONS |
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Notwithstanding any provision in this Agreement, but subject to 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 which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
(c) except as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.
| 10. | ADVANCES OF EXPENSES; DEFENSE OF CLAIM |
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(a) Notwithstanding any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable law or 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, be unsecured and interest free. Advances shall, to the fullest extent permitted by applicable law, 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, 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 or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
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(c) 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 |
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(a) 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, claim, issue or matter therein 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.
(b) 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(a) of this Agreement.
| 12. | PROCEDURE UPON APPLICATION FOR INDEMNIFICATION |
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(a) A determination, if required by applicable law or the Articles, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders by ordinary resolution. The Company promptly will 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.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). 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(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware 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 Delaware 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(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 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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(c) 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 |
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(a) 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(b) 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 the 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 the 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.
(b) 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, 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 or 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.
(c) 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.
(d) 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(d) 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.
(e) 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.
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| 14. | REMEDIES OF INDEMNITEE |
|---|
(a) 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, 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(a) 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(a) 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 Delaware 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 Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 12(a) 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.
(c) 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 advancement 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 advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) 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).
(d) If a determination shall have been made pursuant to Section 12(a) 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 or the Articles.
(e) 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.
(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law or 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 or 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).
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(g) 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 advances, or is obliged to indemnify, hold harmless or exonerate or advance 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, but subject to 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; PRIORITY OF OBLIGATIONS |
|---|
(a) 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) or claim, issue or matter therein 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, 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 the Indemnitee to the fullest extent permitted by applicable law. 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.
(b) 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 him or her or incurred by or on behalf of him or her 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 and the Articles. 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.
(c) 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, managers, 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 use commercially reasonable efforts 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.
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(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law, 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.
(e) 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, but subject to 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.
(f) Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates or members or any other Person is secondary.
| 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, corporation, 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; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law 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 |
|---|
(a) 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.
(b) 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.
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(c) 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.
(d) 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.
(e) 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, 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, 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.
| 20. | MODIFICATION AND WAIVER |
|---|
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. 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, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed, or (iii) if by electronic mail, on the first business day after the date on which it is so emailed:
| (a) | If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address<br>as Indemnitee shall provide in writing to the Company. |
|---|---|
| (b) | If to the Company, to: |
| --- | --- |
Maywood Acquisition Corp.
167 Madison Avenue Suite 205 #1017
New York, NY 10016
Attention: Michael Blitzer
With a copy, which shall not constitute notice, to:
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attn: Joel L. Rubinstein
or to any other address as may have been furnished to Indemnitee in writing by the Company.
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| 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 Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by applicable 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 Delaware Court 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 Delaware Court 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 Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court 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 applicable 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 in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof.
| 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 |
|---|
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 applicable 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 |
|---|
Notwithstanding anything contained herein to the contrary, 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 consummates 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 the 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. The 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, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
| MAYWOOD ACQUISITION CORP. | |
|---|---|
| By: | |
| Name: | Michael Blitzer |
| Title: | Chief Executive Officer |
[Signature Page to Indemnity Agreement]
| INDEMNITEE |
|---|
| Name: |
| Title: |
[Signature Page to Indemnity Agreement]
Exhibit 10.4
September 9, 2025
Maywood Acquisition Corp.
418 Broadway, #6441
Albany, New York 12207
| Re: | Insider Agreement |
|---|
Ladies and Gentlemen:
Reference is made to the letter agreement, dated February 12, 2025 (“Prior Letter Agreement”), entered into in connection with the initial public offering (the “Public Offering”) of Maywood Acquisition Corp., a Cayman Islands exempted company (the “Company”), by and among the Company, Maywood Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the members of the Company’s board of directors and management team (each, an “IPO Insider” and, collectively, the “IPO Insiders”) and the Securities Transfer Agreement, dated September 9, 2025 (“Transfer Agreement”), by and between the Sponsor and Inflection Point Fund I LP, a Delaware limited partnership (“Inflection Point”), pursuant to which, among other things, the Sponsor will transfer certain of the Founder Shares held by it to Inflection Point.
Paragraph 12 of the Prior Letter Agreement provides that the Prior Letter Agreement may not be changed, amended, modified or waived except by a written instrument signed by all of the parties thereto. In order to induce the Sponsor to enter into the Transfer Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Sponsor, Inflection Point and the IPO Insiders, as well as the other undersigned individuals, who will become a member of the Company’s board of directors and/or management team upon consummation of the transactions contemplated in the Transfer Agreement (such individuals, the “New Insiders” and, together with the IPO Insiders, the “Insiders”), desire to amend and restate the Prior Letter Agreement in its entirety by entering into this letter agreement (this “Letter Agreement”). Upon execution and delivery of this Letter Agreement by the parties hereto, the Prior Letter Agreement shall cease to be of any force and effect and this Letter Agreement shall govern for all purposes with respect to the matters set forth herein. Certain capitalized terms used herein are defined in paragraph 10 hereof.
| 1. | The Sponsor, Inflection Point and each Insider agrees that if the Company seeks shareholder approval of<br>a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote all Founder<br>Shares, any shares underlying the Private Placement Units and any shares acquired by it, him or her in the secondary public market in<br>favor of such proposed Business Combination, except as limited by applicable securities laws and (ii) not redeem any Class A Ordinary<br>Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination<br>by engaging in a tender offer, the Sponsor, Inflection Point, and each Insider agrees that it, he or she will not sell or tender any Ordinary<br>Shares (as defined below) owned by it, him or her in connection herewith. |
|---|---|
| 2. | Inflection Point and each New Insider agrees that in the event that the Company fails to consummate a<br>Business Combination by the date set forth in the Company’s second amended and restated memorandum and articles of association,<br>as may be amended from time to time (the “Memorandum and Articles,” respectively), or such earlier date as Company’s<br>board of directors may approve, or such later date as the Company’s shareholders may approve, in each case in accordance with the<br>Memorandum and Articles (the “Completion Window”), Inflection Point and each New Insider shall take all reasonable<br>steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but<br>not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Company’s Class<br>A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), sold as part of the units in<br>the Public Offering (the “Offering Shares”), at a per share price, payable in cash, equal to the aggregate amount<br>then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (which interest<br>shall be net of taxes payable and less up to $100,000 of interest to pay dissolution and liquidation expenses), divided by the number<br>of Offering Shares then in issue, which redemption will completely extinguish the Public Shareholders’ (as defined below) rights<br>as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly<br>as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s<br>board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide<br>for claims of all creditors and other requirements of applicable law. Inflection Point and each New Insider agrees to not propose any<br>amendment to the Memorandum and Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination<br>(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination<br>or to redeem one hundred percent (100%) of the Offering Shares if the Company has not consummated a Business Combination within the Completion<br>Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial<br>Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares<br>upon effectiveness of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust<br>Account including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the<br>number of Offering Shares then in issue, subject to applicable law. |
| --- | --- |
The Sponsor, Inflection Point and each Insider acknowledges that it, he or she will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any shares underlying the Private Placement Units held by it, him or her if the Company fails to complete a Business Combination within the Completion Window; provided that it, he or she will be entitled to liquidating distributions from the Trust Account with respect to any Offering Shares it, he or she holds if the Company fails to complete a Business Combination within the prescribed time frame. The Sponsor and each Insider hereby further acknowledge that it, he or she will not be entitled to (a) redemption rights with respect to any Founder Shares, any shares underlying the Private Placement Units and Offering Shares held by it, him or her, in connection with the consummation of a Business Combination, or (b) redemption rights with respect to Founder Shares, any shares underlying the Private Placement Units and Offering Shares held by it, him or her in connection with a shareholder vote to amend the Memorandum and Articles in the manner described above.
| 3. | To the fullest extent permitted by applicable law and the Memorandum and Articles, the Company hereby<br>agrees to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable<br>law) the Sponsor and its members (present and former), managers and affiliates and their respective present and former officers and directors<br>(each, a “Sponsor Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties,<br>reasonable attorneys’ fees and amounts paid in settlement (including all interest, assessments and other charges paid or payable<br>in connection with or in respect of such costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement)<br>actually, and reasonably, incurred by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf in connection with any threatened,<br>pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, hearing or<br>any other actual, threatened or completed proceeding instituted by the Company or any third party, whether civil, criminal, administrative<br>or investigative in nature, in respect of any investment opportunities sourced by a Sponsor Indemnitee for the Company or any liability<br>arising with respect to a Sponsor Indemnitee’s activities in connection with the affairs of the Company (in each case to the extent<br>that such indemnification, hold harmless and exoneration obligations with respect to such matters are not expressly covered by a separate<br>written agreement between the Company and the applicable Sponsor Indemnitee); provided, that in no event shall a Sponsor Indemnitee<br>be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses, judgments, liabilities, fines, penalties<br>and amounts paid in settlement (if any) that a Sponsor Indemnitee may incur by reason of such person’s own actual fraud or intentional<br>misconduct; provided, further, that, for the avoidance of doubt, under no circumstance shall a Sponsor Indemnitee<br>have a claim to any monies or assets held in the Trust Account, and the Company shall not be permitted to procure monies or assets held<br>in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification provided hereunder.<br>The Sponsor Indemnitees shall be third-party beneficiaries of this paragraph. |
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| 4. | In the event of the liquidation of the Trust Account upon the failure of the Company to consummate a Business<br>Combination within the Completion Window, Inflection Point (which, for purposes of clarification, shall not extend to any officer, member,<br>or manager of Inflection Point) (the “Indemnitor”), agrees to indemnify and hold harmless the Company against<br>any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses<br>reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever)<br>to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent registered<br>public accounting firm) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company<br>has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”);<br>provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary<br>to ensure that such claims by a third party for services rendered (other than the Company’s independent registered public accounting<br>firm) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (A) $10.00 per Offering<br>Share or (B) such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due<br>to reductions in the value of the trust assets, in each case including interest earned on the funds held in the Trust Account and not<br>released to the Company and net of taxes payable, except as to any claims by a third party or Target that executed an agreement waiving<br>claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable. In the event that any<br>such executed waiver is deemed to be unenforceable against such third party, the Indemnitor shall not be responsible for any liability<br>as a result of any such third party claims. Notwithstanding any of the foregoing, such indemnification of the Company by the Indemnitor<br>shall not apply as to any claims under the Company’s obligation to indemnify the underwriters of the Public Offering against certain<br>liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against<br>any such claim with counsel of its choice reasonably satisfactory to the Company if, within fifteen (15) days following written receipt<br>of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense. |
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| 5. | The Sponsor, Inflection Point and each Insider hereby agrees and acknowledges that: (i) the Company would<br>be irreparably injured in the event of a breach by such Sponsor, Inflection Point or an Insider of its, his or her obligations under paragraphs<br>1, 2, 4, 6(a), 6(b), and 8, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach<br>and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in<br>law or in equity, in the event of such breach. |
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| 6. | (a) Subject to the exceptions set forth herein, the Sponsor, Inflection Point and each Insider agree<br> not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or<br> her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business<br> Combination, the closing price of the Class A Ordinary Shares (or shares of common equity of the combined company) equals or exceeds<br> $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for<br> any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the Business Combination and<br> (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share<br> exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their<br> Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). |
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(b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Units (including the underlying securities) held by it, him or her until thirty (30) days after the completion of a Business Combination. The parties hereto acknowledge that the Private Placement Units (including the underlying securities) held by the representatives of the underwriters of the Public Offering (the “Representatives”) are subject to the same Transfer restrictions pursuant to the terms of the Underwriting Agreement by and among the Company and the Representatives dated February 12, 2025.
(c) Notwithstanding the provisions set forth in paragraphs 6(a) and 6(b), Transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Units (and underlying securities) that are held by the Sponsor, Inflection Point, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 6(c)), are permitted (i) to the Company’s or the Representatives’ officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representatives’ officers, directors, any members or partners of the Sponsor or Inflection Point or their respective affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor or Inflection Point, or any employees of such affiliates; (ii) 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; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or Transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor, Inflection Point, or the Representatives to their respective members, partners or shareholders pursuant to the Sponsor’s, Inflection Point’s, or the Representatives’ limited liability company agreement or other charter documents; (vii) by virtue of the laws of the jurisdiction of formation of Sponsor, Inflection Point or a Representative or the Sponsor’s, Inflection Point’s, or the Representative’s respective organizational documents upon dissolution of the Sponsor, Inflection Point, or such Representative, as applicable; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (i) through (vii); or (x) to the Company for cancellation; provided, however, that, in the case of clauses (i) through (vii) and (ix), these permitted transferees must enter into a written agreement agreeing to be bound by these Transfer restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).
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| 7. | Each Insider represents and warrants that: (i) it, he or she is not subject to or a respondent in any<br>legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating<br>to the offering of securities in any jurisdiction; (ii) it, he or she has never been convicted of, or pleaded guilty to, any crime (A)<br>involving fraud, (B) relating to any financial transaction or handling of funds of another person, or (C) pertaining to any dealings in<br>any securities and it, he or she is not currently a defendant in any such criminal proceeding, and (iii) none of the Sponsor, Inflection<br>Point, or any such Insider has ever been suspended or expelled from membership in any securities or commodities exchange or association<br>or had a securities or commodities license or registration denied, suspended or revoked. |
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| 8. | Except as disclosed in the Company’s filings with the Commission with respect to payment to officers,<br>directors and shareholders of the Company and their affiliates, neither Inflection Point, nor any officer, director, nor any affiliate<br>of Inflection Point or any New Insider shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in<br>respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,<br>the consummation of a Business Combination (regardless of the type of transaction that it is). |
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| 9. | The Sponsor, Inflection Point and each Insider has full right and power, without violating any agreement<br>to which it, he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or<br>former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer of the Company or as a director on the<br>board of directors of the Company and each Insider hereby consents to being named in the Company’s filings with the Commission as<br>an officer and/or director of the Company, as applicable. |
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| 10. | As used herein, (i) “Business Combination” shall mean a merger, amalgamation,<br>share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more<br>businesses or entities; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares; (iii) “FounderShares” shall mean the Class B ordinary shares, par value $0.0001 per share, initially issued to the Sponsor prior to the<br>Public Offering (including the Class A Ordinary Shares issuable upon conversion thereof), (iv) “Private Placement Units”<br>shall mean the 265,625 units that the Representatives and Sponsor purchased in a private placement that occurred simultaneously with the<br>consummation of the Public Offering; (v) “Public Shareholders” shall mean the holders of Offering Shares other<br>than the Sponsor, Inflection Point, and the Insiders; (vi) “Trust Account” shall mean the trust fund into which<br>a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units was deposited; and (vii) “Transfer”<br>shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise<br>dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation<br>with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as<br>amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap<br>or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether<br>any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention<br>to effect any transaction specified in clause (a) or (b). |
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| 11. | The Company will maintain an insurance policy or policies providing directors’ and officers’<br>liability insurance, and each Insider shall be covered by such policy or policies, in accordance with its or their terms, to the maximum<br>extent of the coverage available for any of the Company’s current or former directors or officers. |
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| 12. | This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect<br>of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written<br>or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement<br>may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by<br>a written instrument executed by all parties hereto. Each of the parties hereto hereby acknowledges and agrees that the Representatives<br>are third-party beneficiaries of this Letter Agreement, and that holders of the Offering Shares are third-party beneficiaries as to paragraph<br>2. |
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| 13. | No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations<br>hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph 13 shall be<br>void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement<br>shall be binding on the Sponsor, Inflection Point, each Insider, and each of their respective successors, heirs and assigns and permitted<br>transferees. |
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| 14. | This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the<br>State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of<br>another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any<br>way to, this Letter Agreement shall be brought and enforced in the courts of the State of New York located in the City and County of New<br>York, Borough of Manhattan, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and<br>(ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum. |
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| 15. | Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter<br>Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt<br>requested), by hand delivery or facsimile or other electronic transmission. |
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| 16. | This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the<br>liquidation of the Company; provided, that paragraphs 2 and 4 of this Letter Agreement shall survive such liquidation. |
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[Signature Page Follows]
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| Sincerely, | |
|---|---|
| SPONSOR: | |
| MAYWOOD SPONSOR, LLC | |
| By: | /s/ Zikang Wu |
| Name: | Zikang Wu |
| Title: | Authorized Signatory |
| IPO INSIDERS: | |
| /s/ Zikang Wu | |
| Name: | Zikang Wu |
| /s/ Zixun Jin | |
| Name: | Zixun Jin |
| /s/ Hao Tian | |
| Name: | Hao Tian |
| /s/ Chao Yang | |
| Name: | Chao Yang |
| INFLECTION POINT: | |
| INFLECTION POINT FUND I LP | |
| BY INFLECTION POINT GP I LLC, | |
| AS GENERAL PARTNER | |
| By: | /s/ Michael Blitzer |
| Name: | Michael Blitzer |
| Title: | Managing Member of Inflection Point GP I LLC |
[Signature Page to A&R Letter Agreement]
| NEW INSIDERS: | ||
|---|---|---|
| /s/ Michael Blitzer | ||
| Name: | Michael Blitzer | |
| /s/ Kevin Shannon | ||
| Name: | Kevin Shannon | |
| /s/ William Denkin | ||
| Name: | William Denkin | |
| /s/ Steven Tannenbaum | ||
| Name: | Steven Tannenbaum | |
| Acknowledged and Agreed: | ||
| --- | --- | --- |
| MAYWOOD ACQUISITION CORP. | ||
| By: | /s/ Zikang Wu | |
| Name: | Zikang Wu | |
| Title: | Chief Executive Officer |
[Signature Page to A&R Letter Agreement]