REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2021, is made and entered into by and among IX Acquisition Corp., a Cayman Islands exempted company (the “Company”), IX Acquisition Sponsor LLC, a Delaware limited liability company (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”).
UNDERWRITING AGREEMENT between and CANTOR FITZGERALD & CO. As Representative of the Underwriters Dated: October 6, 2021 UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks • New York
The undersigned, IX Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 6, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between IX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and IX Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 6, 2021, is by and between IX 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”).
ContractUnderwriting Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • September 30th, 2021 • IX Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between IX ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2021 • IX Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________], 2021 by and between IX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Arch 124 Salamanca Street London SE1 7HX, United KingdomSecurities Subscription Agreement • September 30th, 2021 • IX Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2024 • IX Acquisition Corp. • Blank checks • 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.,Merger Agreement • April 4th, 2024 • IX Acquisition Corp. • Blank checks • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 8th, 2024 • IX Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ___ day of _______, 2024, by and between IX Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), AERKOMM Inc., a Nevada corporation (“AERKOMM”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
INVESTMENT AGREEMENTInvestment Agreement • September 30th, 2021 • IX Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) IX Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) IX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the investors listed on the signature pages hereto (the “Investors”, and each, an “Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and, for the elimination of doubt, such fund or account shall, severally and not jointly, be the Investor hereunder.
ContractSafe • August 12th, 2024 • IX Acquisition Corp. • 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 • IX Acquisition Corp. • Blank checks • 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 • IX Acquisition Corp. • Blank checks • 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).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 6, 2021 by and between IX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CAPITAL COMMITMENT AGREEMENTCapital Commitment Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks • Delaware
This Capital Commitment Agreement (this “Agreement”) is entered into this 6th day of October, 2021 by and between IX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and IX Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”).
ContractAdministrative Services Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between IX Acquisition Corp. (the “Company”) and IX Acquisition Services LLC (the “IX Services”), 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 Global 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”):
ContractSafe (Simple Agreement for Future Equity) • December 4th, 2024 • IX Acquisition Corp. • 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.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 30th, 2021 • IX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among IX Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (the “Purchasers”).
AMENDED & RESTATED FEE REDUCTION AGREEMENT April 4, 2024Fee Reduction Agreement • April 4th, 2024 • IX Acquisition Corp. • Blank checks
This amended and restated fee reduction agreement, dated as of the date hereof (this “Agreement”), amends and restates the prior fee reduction agreement, dated April 12, 2023, between IX Acquisition Corp., a Cayman Islands exempt company (together with any Successor (as defined herein), the “Company”) and Odeon Capital Group LLC. (“Odeon”), in its entirety, and confirms the agreement between the Company and Odeon as follows:
AMENDMENT TO MERGER AGREEMENTMerger Agreement • September 30th, 2024 • IX Acquisition Corp. • Communications services, nec
THIS AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made as of September 25, 2024 (the “Amendment Date”) 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 the Agreement (as defined below), is planned to be re-domesticated as a Delaware corporation (“Parent”), and AKOM Merger Sub, Inc., a Nevada corporation (“Merger Sub”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement (as defined below).
EXCLUSIVE AGENT AGREEMENTExclusive Agent Agreement • October 28th, 2024 • IX Acquisition Corp. • Communications services, nec
Ejectt Inc., having its registered office at 4F., No. 118, Sec. 1, Neihu Rd., Neihu District, Taipei City 114, Taiwan, a company duly incorporated under the laws of Taiwan, Republic of China (“Ejectt”).
FEE REDUCTION AGREEMENTFee Reduction Agreement • March 28th, 2024 • IX Acquisition Corp. • Blank checks
Whereas, pursuant to the Underwriting Agreement between IX Acquisition Corp. (the “Company”) and Cantor Fitzgerald & Co. (“Cantor”) as Representative of the Underwriters (such Underwriters being Cantor and Odeon Capital Group LLC (“Odeon”)), dated as of October 6, 2021 (the “Underwriting Agreement”), the Company previously agreed to pay to the Underwriters an aggregate of $12,100,000 as “deferred underwriting commissions” (the “Deferred Fee”), a portion of which fee is payable to each Underwriter in proportion to their respective commitments pursuant to the Underwriting Agreement, upon the consummation of a business combination contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (File No. 333-259567), and dated as of October 6, 2021.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 13th, 2021 • IX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 6, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among IX Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (the “Purchasers”).
AMENDED & RESTATED FEE REDUCTION AGREEMENT April 4, 2024Fee Reduction Agreement • April 4th, 2024 • IX Acquisition Corp. • Blank checks
This amended and restated fee reduction agreement, dated as of the date hereof (this “Agreement”), amends and restates the prior fee reduction agreement, dated April 12, 2023, between IX Acquisition Corp., a Cayman Islands exempt company (together with any Successor (as defined herein), the “Company”) and Cantor Fitzgerald & Co. (“CF&CO”), in its entirety, and confirms the agreement between the Company and CF&CO as follows:
