REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2021 • BYTE Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2021, is made and entered into by and among BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2021 • BYTE Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 18, 2021 by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 26th, 2021 • BYTE Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 23rd, 2021 • BYTE Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 18, 2021, is by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
BYTE Acquisition Corp. New York, NY 10022Letter Agreement • March 23rd, 2021 • BYTE Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 26th, 2021 • BYTE Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Byte Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022BYTE Acquisition Corp. • February 26th, 2021 • Blank checks • New York
Byte Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Byte Holdings LP, a Cayman Islands limited partnership (“Subscriber” or “you”), to purchase 8,625,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
COMMON STOCK PURCHASE WARRANT AIRSHIP AI HOLDINGS, INC.Airship AI Holdings, Inc. • August 22nd, 2024 • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Airship AI Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s ri
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2023 • Airship AI Holdings, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made and entered into by and among Airship AI Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”), certain former stockholders of Airship AI Holdings, Inc., a Washington 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 23rd, 2021 • BYTE Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of March 2021, by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Subscriber”), each with a principal place of business at 445 Park Avenue, 9th Floor, New York, New York 10022.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2024, between Airship AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • December 28th, 2023 • Airship AI Holdings, Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of December 21, 2023, is made by and between Airship AI Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT AIRSHIP AI HOLDINGS, INC.Airship AI Holdings, Inc. • July 8th, 2024 • Services-prepackaged software • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Airship AI Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • February 26th, 2021 • BYTE Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 4th, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software • New York
and EQUINITI TRUST COMPANY, LLC, as Warrant AgentWarrant Agency Agreement • September 4th, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software • New York
WARRANT AGENCY AGREEMENT, dated as of September 3, 2024 (“Agreement”), by and between Airship AI Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
SHARES OF COMMON STOCK AIRSHIP AI HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software • New York
The undersigned, Airship AI Holdings, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Airship AI Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
November 21, 2023 BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 (917) 969-9250Merger Agreement • November 22nd, 2023 • BYTE Acquisition Corp. • Services-prepackaged software
Reference is made to the Merger Agreement, dated as of June 27, 2023 (as amended from time to time, the “Business Combination Agreement”), by and among BYTE Acquisition Corp., a Cayman Islands exempted company (“BYTS” and, after the Domestication, as defined below, “Airship PubCo”), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”), and Airship AI Holdings, Inc., a Washington company (“Airship AI”), pursuant to which (1) BYTS will be domesticated as a Delaware corporation (the “Domestication”) pursuant to a plan of domestication (the “Plan of Domestication”), (2) Merger Sub will merge with and into Airship AI, the separate corporate existence of Merger Sub will cease and Airship AI will be the surviving corporation (the “Merger”), and (3) the other transactions contemplated in the Registration Statement will be consummated (as defined below) (the Domestication and the Merger, together with the foregoing transactions, the “Busin
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • March 12th, 2021 • BYTE Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • March 8th, 2023 • BYTE Acquisition Corp. • Blank checks
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 8, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTForm of Private Placement Units Purchase Agreement • February 26th, 2021 • BYTE Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2021, by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Subscriber”), each with a principal place of business at 445 Park Avenue, 9th Floor, New York, New York 10022.
EARNOUT ESCROW AGREEMENTEarnout Escrow Agreement • December 28th, 2023 • Airship AI Holdings, Inc. • Services-prepackaged software
THIS EARNOUT ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2023, by and among Airship AI Holdings, Inc., a Delaware corporation (formerly known as BYTE Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation) (“Parent”), and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
RE: Amendment to form of Parent BylawsAirship AI Holdings, Inc. • December 27th, 2023 • Services-prepackaged software
Reference is made to the (i) Merger Agreement entered into on June 27, 2023, as amended on September 22, 2023, by and among Airship AI Holdings, Inc., a Washington corporation (the “Company”), BYTE Acquisition Corp., a Cayman Islands exempted company limited by shares (“Parent”), and BYTE Merger Sub, Inc., a Washington corporation, attached as Exhibit A hereto (the “Merger Agreement”), and
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • September 26th, 2023 • BYTE Acquisition Corp. • Services-prepackaged software
This First Amendment to Merger Agreement (this “Amendment”) is made as of this 22nd day of September 2023, by and among Airship AI Holdings, Inc., a Washington corporation (the “Company”), BYTE Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall 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 (as defined in the Agreement)) (“Parent”), and BYTE Merger Sub, Inc., a Washington corporation (“Merger Sub”). The Company, Parent and Merger Sub are sometimes referred to herein, individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given such terms in the Agreement (as defined below).
AMENDED AND RESTATED GUARANTYGuaranty • February 6th, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED GUARANTY (this “Agreement”), dated as of February 2, 2024, is made by and among the Persons listed on the signature pages hereof under the caption “Guarantors” and the Additional Guarantors, as defined in Section 6.05 (such Persons and the Additional Guarantors, collectively, the “Guarantors” and, individually, each a “Guarantor”), AIRSHIP AI HOLDINGS, INC., a Delaware corporation (the “Company”), and PLATINUM CAPITAL PARTNERS INC., a British Virgin Islands company (the “Purchaser”).
MASTER LOAN AGREEMENTMaster Loan Agreement • November 14th, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software
This Master Loan Agreement (“Agreement”) is entered into between Airship Kirkland LP (“Lender”), and Airship AI Holdings, Inc. (“Airship”), effective as of September 27, 2024 (the “Effective Date”). Lender and Airship shall each be referred to as a “Party” and together as the “Parties.”
MERGER AGREEMENT dated June 27, 2023 by and among Airship AI Holdings, Inc., BYTE Acquisition Corp. and BYTE Merger Sub, Inc.Merger Agreement • June 27th, 2023 • BYTE Acquisition Corp. • Blank checks • Delaware
MERGER AGREEMENT dated as of June 27, 2023 (this “Agreement”), by and among Airship AI Holdings, Inc., a Washington corporation (the “Company”), BYTE Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall 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 (as defined below)) (“Parent”), and BYTE Merger Sub, Inc., a Washington corporation (“Merger Sub”).
EXTENSION AGREEMENTExtension Agreement • June 24th, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software • New York
THIS EXTENSION AGREEMENT (this “Agreement”), dated as of June 22, 2024, is entered into by and among Airship AI Holdings, Inc., a Delaware corporation (the “Company”), Airship AI, Inc., a Washington corporation (“Airship AI”), JDL Digital Systems, Inc., a Washington corporation (“JDL”), Zeppelin Worldwide LLC, a Delaware limited liability company (“Zeppelin Delaware”), and Zeppelin Taiwan Ltd. a Taiwan corporation (“Zeppelin Taiwan,” along with the Company, Airship AI, JDL and Zeppelin Delaware, each an “Obligor” and collectively the “Obligors”) and Victor Huang (“Huang”) and Derek Xu (“Xu”, along with Huang each a “Subordinated Party” and collectively the “Subordinated Parties”), and Platinum Capital Partners Inc., a British Virgin Islands company (the “Purchaser”). Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note or, if no
AMENDMENT TO THE NON-REDEMPTION AGREEMENTNon-Redemption Agreement • September 14th, 2023 • BYTE Acquisition Corp. • Services-prepackaged software
This Amendment to the Non-Redemption Agreement (this “Amendment”) is dated September 14, 2023, by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • June 27th, 2023 • BYTE Acquisition Corp. • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is dated as of June 27, 2023, by and among the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), BYTE Acquisition Corp., a Cayman Islands exempted company (which shall 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) (“Parent”), and Airship AI Holdings, Inc., a Washington 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).
BYTE ACQUISITION CORP. New York, NY 10022Letter Agreement • March 23rd, 2021 • BYTE Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between BYTE Acquisition Corp.(the “Company”) and Byte Holdings LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BYTE ACQUISITION CORP. New York, NY 10022Letter Agreement • February 26th, 2021 • BYTE Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between BYTE Acquisition Corp.(the “Company”) and Byte Holdings LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software
The undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the closing of the Company’s offering of registered securities pursuant to an effective registration statement on Form S-1 (File No. 333-281333) (the “Offering”) (such period, the “Restriction Period”) for which Offering Roth Capital Partners, LLC and The Benchmark Company, LLC (together, the “Placement Agents”) are acting as exclusive placement agents of the Company, the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement (as defined below)) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), dir
LOCK-UP AGREEMENTLock-Up Agreement • July 8th, 2024 • Airship AI Holdings, Inc. • Services-prepackaged software
Re: Underwriting Agreement, dated _______, 2024 (the “Underwriting Agreement”), by and between Airship AI Holdings, Inc. and Roth Capital Partners, LLC, acting as representative to the several underwriters
LEASELease • October 18th, 2023 • BYTE Acquisition Corp. • Services-prepackaged software • North Carolina
THIS LEASE (“Lease”) is made and entered into as of the 22nd day of December, 2020 (“Effective Date”) by and between LANGTREE DEVELOPMENT COMPANY, LLC, a North Carolina limited liability company, or its assigns, with offices at 5800 Monroe St, Building F-5, Sylvania, Ohio 43560 (“Landlord”), and JDL Digital Systems DBA Airship Industries, Inc, a Washington State Corporation, with offices at 12226 134th Court NE Redmond, WA 980252 (“Tenant”).
