AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2024 • Aerkomm Inc. • Communications services, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among AERKOMM Inc., a Delaware corporation (the “Company”) (formerly known as IX Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation), IX Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders of AERKOMM Inc., a Nevada corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
MERGER AGREEMENT dated March 29, 2024 by and among AERKOMM Inc., IX Acquisition Corp., and AKOM Merger Sub, Inc.Merger Agreement • April 4th, 2024 • Aerkomm Inc. • Communications services, nec • Delaware
This MERGER AGREEMENT dated as of March 29, 2024 (this “Agreement”), is by and among AERKOMM Inc., a Nevada corporation (the “Company”), IX Acquisition Corp., a Cayman Islands exempted company limited by shares that, in accordance with this Agreement, is planned to be re-domesticated as a Delaware corporation (“Parent”), and AKOM Merger Sub, Inc., a Nevada corporation (“Merger Sub”).
UNDERWRITING AGREEMENT between AERKOMM INC. (the “Company”) and INVEST SECURITIES SA (the “Underwriter”) UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2020 • Aerkomm Inc. • Communications services, nec • New York
UNDERWRITING AGREEMENT between AERKOMM INC. (the “Company”) and BOUSTEAD SECURITIES, LLC (the “Underwriter”)Underwriting Agreement • May 15th, 2018 • Aerkomm Inc. • Communications services, nec • New York
Form of Warrant Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • February 2nd, 2018 • Aerkomm Inc. • Communications services, nec • California
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20[__] [DATE THAT IS THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[__] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 2016 • Maple Tree Kids, Inc. • Retail-catalog & mail-order houses • Nevada
STOCK PURCHASE AGREEMENT, dated as of December 28, 2016 (this “Agreement”), by and among Irina Goldman, an individual (the “Principal”), Aircom Pacific, Inc., a California corporation (the “Purchaser”), and Maple Tree Kids, Inc., a Nevada corporation (the “Company”). Each of Principal, Purchaser and the Company is referred to herein as a “Party” and collectively, as the “Parties.”
Aerkomm Inc. COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • November 29th, 2017 • Aerkomm Inc. • Communications services, nec • California
This Common Stock Subscription Agreement (the “Agreement”) is made as of ______________, 201_, by and among Aerkomm Inc., a Nevada corporation (the “Company”), and the persons and entities named on the Schedule of Subscribers attached hereto as Exhibit A (individually, a “Subscriber” and collectively, the “Subscribers”).
ContractSafe • May 20th, 2024 • Aerkomm Inc. • Communications services, nec
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 4th, 2024 • Aerkomm Inc. • Communications services, nec • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of March 29, 2024, by and among IX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), IX Acquisition Corp., a Cayman Islands exempted company limited by shares (which will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (before and after such domestication, “Parent”), and AERKOMM, Inc., a Nevada corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 4th, 2024 • Aerkomm Inc. • Communications services, nec • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of March 29, 2024, by and among the Persons set forth on Schedule I hereto (each, a “Company Securityholder” and, collectively, the “Company Securityholders”), IX Acquisition Corp., a Cayman Islands exempted company limited by shares (which will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (before and after such domestication, “Parent”), and AERKOMM Inc., a Nevada corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENT FOR SHARES OF MAPLE TREE KIDS, INC. September 26, 2013Subscription Agreement • November 5th, 2013 • Maple Tree Kids, Inc.
The undersigned, IRINA GOLDMAN (“Subscriber”), hereby offers to purchase and subscribe for 5,000,000 shares (the “Shares”) of the common stock, $0.001 par value per share, of Maple Tree Kids, Inc., a Nevada corporation (the “Corporation”) in consideration of Subscriber’s payment of $5,000. As further consideration for the subscription and purchase of the Shares pursuant to this letter, Subscriber hereby represents, warrants, and acknowledges to the Corporation as follows:
AERKOMM INC. as Company and CITICORP INTERNATIONAL LIMITED as Trustee CITIBANK, N.A., LONDON BRANCH as Registrar, Principal Paying Agent, Conversion Agent and Transfer Agent INDENTURE US$200,000 7.5% CONVERTIBLE BONDS DUE 2025 Dated as of December 2, 2020Indenture • December 4th, 2020 • Aerkomm Inc. • Communications services, nec • New York
THIS INDENTURE dated as of December 2, 2020 among AERKOMM INC., a corporation incorporated under the laws of the State of Nevada and its registered office at 923 Incline Way #39, Incline Village, NV 89451, USA (the “Company” or the “Issuer”), and CITICORP INTERNATIONAL LIMITED , as Trustee (each as defined in Section 2.3 below) and CITIBANK, N.A., LONDON BRANCH, as Registrar, Principal Paying Agent, Conversion Agent and Transfer Agent (each as defined in Section 2.3 below).
In-Flight Entertainment Equipment Purchase AgreementIn-Flight Entertainment Equipment Purchase Agreement • October 21st, 2020 • Aerkomm Inc. • Communications services, nec
Whereas the Buyer wish to purchase In-Flight Entertainment equipment, the “Product”, from the Seller, the terms and conditions of the agreement are as following:
ContractSafe (Simple Agreement for Future Equity) • December 4th, 2024 • Aerkomm Inc. • Communications services, nec
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
aerkomm INC. and Yuanta Securities (Hong Kong) COMPANY LIMITED PURCHASE AGREEMENT relating toPurchase Agreement • December 4th, 2020 • Aerkomm Inc. • Communications services, nec • New York
AERKOMM INC., a corporation incorporated under the laws of the State of Nevada and its registered office at 923 Incline Way #39, Incline Village, NV 89451, U.S.A. (the “Company”) confirms its agreement with Yuanta Securities (Hong Kong) Company Limited as the initial purchaser (the “Initial Purchaser”, which term shall also include the Initial Purchaser substituted as hereinafter provided in Section 12.7 hereof) in relation to the purchase by the Initial Purchaser of the Bonds (as defined below) allocated on the terms and subject to the conditions set out in this Purchase Agreement (the “Purchase”). Yuanta Securities (Hong Kong) Company Limited is also acting as representative (in such capacity, the “Lead Manager”) with respect to the issue and sale by the Company of US$10,000,000 Credit Enhanced Zero Coupon Convertible Bonds due 2025 (the “Credit Enhanced Bonds”), and US$200,000 7.5% Convertible Bonds due 2025 (the “Coupon Bonds”, and together with the Credited Enhanced Bonds, the “Bo
DIGITAL TRANSMISSION SERVICE AGREEMENT Ref.: CI-AircornPacific201505140001Digital Transmission Service Agreement • February 14th, 2017 • Aerkomm Inc. • Retail-catalog & mail-order houses
By executing this Digital Transmission Service Agreement (the "Agreement"), AsiaSat and the Customer (collectively referred to as the "Parties" and individually as the "Party", and including their respective successors and assigns pursuant to the terms of the Agreement) agree that the Digital Transmission Capacity (as described in the Particulars) provided to the Customer by AsiaSat for the Permitted Service (as described in the Particulars) shall be subject to the terms and conditions of this Agreement, which comprises of: I. The Execution Page II. The Particulars ill. Special Conditions III. The General Terms and Conditions IV. Schedule 1 - The Service V. Annexes
Aerkomm- Yihe Culture Cooperation Framework AgreementCooperation Framework Agreement • June 25th, 2018 • Aerkomm Inc. • Communications services, nec
Shenzhen Yihe Culture Media Co., Ltd. is the authorized agent of Guang Dong Tengnan Internet Information Technology Co., Ltd. (Tencent Cantonese Web). Party A hereby entrusts Party B with the tasks as specified in the Strategic Cooperation Agreement with Tencent Cantonese Web pursuant to Party A’s requirements. After friendly negotiation, Party A entrusts Party B with the tasks concerning its cooperation with Tencent Cantonese Web, and both parties reach the agreement as follows:
AMENDMENT No. 2 TO UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2018 • Aerkomm Inc. • Communications services, nec
This Amendment is made and entered into this 5th day of November, 2018 (the “Amendment”) by and between Boustead Securities, LLC (“Boustead”) and Aerkomm Inc. (the “Company”).
Aerkomm INC. INVESTMENT CONVERSION AND BOND PURCHASE AGREEMENTInvestment Conversion and Bond Purchase Agreement • December 7th, 2022 • Aerkomm Inc. • Communications services, nec • California
This Investment Conversion and Bond Purchase Agreement (this “Agreement”) is made and entered into as of _____________, 2022 (the “Effective Date”), by and between Aerkomm Inc., a Nevada corporation with its principal office at 44043 Fremont Blvd., Freemont, CA 94538 (“Aerkomm” or the “Company”), and World Praise Limited, a Samoa registered company with an address at Vistra Corporation Services Center, Ground Floor NFP Building, Beach Road, Apia, Samoa (“WPL”).
AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2018 • Aerkomm Inc. • Communications services, nec
This Amendment is made and entered into this 30th day of August, 2018 (the “Amendment”) by and between Boustead Securities, LLC (“Boustead”) and Aerkomm Inc. (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 20th, 2022 • Aerkomm Inc. • Communications services, nec • California
THIS STOCK PURCHASE AGREEMENT dated as of September 04, 2022 (the “Agreement”), is made by and between SAKAI DISPLAY PRODUCTS CORPORATION, a Japanese legal entity duly set up in accordance with the law of Japan (the “Seller” or “Stockholder”), and AERKOMM INC., a Nevada corporation duly set up in accordance with the law of Nevada (the “Buyer”), will be effective upon the latest of the signature affixed hereunder.
Contract Amendment (English Translation)Real Estate Sales Contract Amendment • November 13th, 2020 • Aerkomm Inc. • Communications services, nec
Party A, Party B, Party C and Party D have entered into a real estate sales contract (“Sales Contract”) on July 10, 2018 (hereinafter referred to as “Sales Contract”) in respect of the land which is located at No. 89-49 Dashuiku Section, Xinyi District, Keelung City. The parties now hereby further amend the Sales Contract as follows:
Amendment No. 3 to the Real Estate Sales Contract (English Translation)Real Estate Sales Contract • November 5th, 2018 • Aerkomm Inc. • Communications services, nec
Party A, Party B, Party C and Party D have entered into a real estate sales contract (“Sales Contract”) on July 10, 2018 (hereinafter referred to as “Sales Contract”) in respect of the land which is located at No. 89-49 Dashuiku Section, Xinyi District, Keelung City. The Sales Contract was subsequently amended on July 30, 2018 and September 4, 2018. The parties now hereby further amend the Sales Contract as follows:
Entrustment AgreementEntrustment Agreement • July 10th, 2023 • Aerkomm Inc. • Communications services, nec
ONEWEB DISTRIBUTION PARTNER AGREEMENTDistribution Partner Agreement • October 3rd, 2024 • Aerkomm Inc. • Communications services, nec • England and Wales
This Distribution Partner Agreement (this “Agreement”) is entered into effective as of 26th September 2024 (the “Effective Date”) by:
ContractSafe (Simple Agreement for Future Equity) • August 13th, 2024 • Aerkomm Inc. • Communications services, nec
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
Amendment No. 4 to the Real Estate Sales ContractReal Estate Sales Contract • February 15th, 2019 • Aerkomm Inc. • Communications services, nec
Party A, Party B, Party C and Party D have entered into a real estate sales contract (“Sales Contract”) on July 10, 2018 (hereinafter referred to as “Sales Contract”) in respect of the land which is located at No. 89-49 Dashuiku Section, Xinyi District, Keelung City. The Sales Contract was subsequently amended on July 30, 2018, September 4, 2018 and November 2, 2018. The parties now hereby further amend the Sales Contract as follows:
AERKOMM Inc. COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • July 31st, 2023 • Aerkomm Inc. • Communications services, nec • California
This Common Stock Subscription Agreement (the “Agreement”) is made as of ______________, 2023, by and among Aerkomm Inc., a Nevada corporation (the “Company,” “we,” “us” or “our”), and the person or entity named on the signature page hereto (the “Subscriber”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • March 30th, 2020 • Aerkomm Inc. • Communications services, nec • California
This independent contractor agreement is entered into by and between AATWINASSOCIATES LTD, a limited liability company duly organized and existing under the laws of United Arab Emirates, whose registered office is at RAK Business Centre, 712 The Fairmont Hotel, Sheikh Zayed Road, PO Box 65886, DUBAÏ, UAE (hereinafter referred to as the “AATW”), shall be known as the “Contractor” (Contractor)
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • June 27th, 2017 • Aerkomm Inc. • Retail-catalog & mail-order houses
This Settlement Agreement and Mutual Release (the “Agreement”) dated as of March 31, 2017, is entered into by and among dMobile System Co. Ltd., a Taiwanese limited company (“dMobile”), Aircom Pacific, Inc., a California corporation (“Aircom”, and together with dMobile, the “Contracting Parties” or the “Contracting Party,” as applicable), and Aerkomm Inc., a Nevada Corporation (“Aerkomm”) solely for purposes of Paragraph 2 of the Agreement.
PURCHASE AGREEMENT FOR AIRCOM ONBOARD EQUIPMENTPurchase Agreement • February 14th, 2017 • Aerkomm Inc. • Retail-catalog & mail-order houses • California
THIS PURCHASE AGREEMENT FOR AIRCOM ONBOARD EQUIPMENT is executed as of March 9, 2015 (the “Effective Date”), between LUXE Electric Co., Ltd., a corporation existing under the laws of Taiwan, with its principal place of business at 1F, No. 13, Lane 120, Sec. 1, Neihu Rd., Neihu Dist., Taipei, Taiwan (“LUXE”), and Aircom Pacific, Inc., a corporation existing under the laws of the State of California with its principal place of business at 99 Almaden Blvd., San Jose, California 95113 (“Aircom”). LUXE and Aircom are sometimes referred to collectively in this Agreement as “Parties” and each individually as a “Party”.
Memorandum of UnderstandingMemorandum of Understanding • May 3rd, 2018 • Aerkomm Inc. • Communications services, nec
Both parties agree to the following preliminary terms and conditions relating to the lease of land for the construction of a data processing center and satellite uplink base station
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN AIRCOM PACIFIC, INC. ("AIRCOM") AND PRICEPLAY.COM, INC. ("PRICEPLAY")Development Agreement • February 14th, 2017 • Aerkomm Inc. • Retail-catalog & mail-order houses
This First Amendment to Development Agreement is made on July 17, 2015 (this ''Amendment") by and between Aircom Pacific, Inc., a company incorporated under the laws of California ("Aircom") and Priceplay.com, Inc., a company incorporated under the laws of Delaware ("Priceplay"), amending the Development Agreement dated February 10, 2015 by and between Aircom and Priceplay (the "Development Agreement").
Loan CommitmentLoan Commitment • May 14th, 2019 • Aerkomm Inc. • Communications services, nec
The Lenders (as defined below) agree to make a short-term bridge loan to the Company (as defined below) based on the following terms:
Confidential Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. AGREEMENT BETWEEN AIRBUS SAS AND AIRCOM...Turnkey Agreement • December 6th, 2018 • Aerkomm Inc. • Communications services, nec
AIRBUS SAS, a French société par actions simplifiée with a share capital EUR 3,285,789,00 with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814.
