REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2022 • AIB Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2022, is made and entered into by and among AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”), AIB LLC, a Delaware limited liability company (the “Sponsor”), Maxim Group LLC (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
AIB ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2022 • AIB Acquisition Corp • Blank checks • New York
AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • January 24th, 2022 • AIB Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 18, 2022 between AIB Acquisition Corporation, a Cayman Islands exempted company, with offices at 875 3rd Avenue, Suite M204A, New York, New York, 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 24th, 2022 • AIB Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of January 18, 2022, by and between AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business 875 at 3rd Avenue, Suite M204A, New York, New York, 10022, and AIB LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2021 • AIB Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between AIB Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 22nd, 2021 • AIB Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
New York, New York, 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 24th, 2022 • AIB Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one right (the “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the Company’s initial business combination, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a regist
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2022 • AIB Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between AIB Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[•] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2024 • AIB Acquisition Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 24th, 2024 • AIB Acquisition Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of July 18, 2024, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), AIB Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), “SPAC”), PSI Group Holdings Ltd 利航國際控股有限公司, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and each of Pubco’s, SPAC’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, SPAC and the Company, the “Covered Parties”). Any capitalized term used, but not defined in th
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • October 29th, 2021 • AIB Acquisition Corp • Blank checks • New York
This Securities Subscription Agreement (this “Agreement”), effective as of July 30, 2021, is made and entered into by and between AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and AIB LLC, a Delaware limited liability company (the “Buyer”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • July 24th, 2024 • AIB Acquisition Corp • Blank checks
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of July 16, 2024, by and among (1) PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (2) AIB LLC, a Delaware limited liability company (the “SPAC Representative”) and (3) Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 3rd, 2024 • AIB Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 27, 2023, by and among (i) PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (ii) AIB LLC, a Delaware limited liability company, in the capacity under the Business Combination Agreement (as defined below) as the SPAC Representative (including any successor SPAC Representative appointed in accordance therewith, the “SPAC Representative”), (iii) PSI Group Holdings Ltd 利航國際控股有限公司, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (iv) AIB Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), and (v) the undersigned holders (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
AIB Acquisition CorporationOffice Space and Administrative Services Agreement • January 24th, 2022 • AIB Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of AIB Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), AIB LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 875 3rd Avenue, Suite M204A New York, New York, 10022. In exchange therefore, the Company shall pay AIB LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 23rd, 2023 • AIB Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of January 19, 2023, is made by and between AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
TERMINATION OF LETTER AGREEMENTTermination of Letter Agreement • July 24th, 2024 • AIB Acquisition Corp • Blank checks
THIS TERMINATION OF LETTER AGREEMENT (this “Termination”) is made and entered into as of July 18, 2024, and shall be effective upon Closing (as defined below), by and among (i) AIB Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), (ii) AIB LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the undersigned individuals. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below) (and if such term is not defined in the Letter Agreement, then in the Business Combination Agreement (as defined below)).
AIB Acquisition CorporationOffice Space and Administrative Services Agreement • November 22nd, 2021 • AIB Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of AIB Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), AIB LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 875 3rd Avenue, Suite M204A New York, New York, 10022. In exchange therefore, the Company shall pay AIB LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
BUSINESS COMBINATION AGREEMENT by and among AIB ACQUISITION CORPORATION, as SPAC, AIB LLC, in the capacity as SPAC Representative, PS International Group Ltd., as Pubco, PSI Merger Sub I Limited, as First Merger Sub, PSI Merger Sub II Limited, as...Business Combination Agreement • January 3rd, 2024 • AIB Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 27, 2023 by and among: (i) AIB Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), (ii) AIB LLC, a Delaware limited liability company, in the capacity as, from and after the Closing, the representative for SPAC and holders of the SPAC Securities (as defined below) outstanding immediately prior to the Second Merger Effective Time in accordance with the terms and conditions of this Agreement (“SPAC Representative”), (iii) PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (iv) PSI Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (v) PSI Merger Sub II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subs
AMENDMENT NO. 1 TO UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2024 • AIB Acquisition Corp • Blank checks • New York
This Amendment No. 1 (the “Amendment”) to the underwriting agreement dated January 18, 2022 (the “Underwriting Agreement”) is made and entered into as of December 21, 2023, by and between AIB Acquisition Corporation (the “Company”) and Maxim Group LLC, as representative of the underwriters named therein (“Maxim”). The Company and Maxim are herein collectively referred to as the “Parties” with each individually being a “Party.”
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • January 3rd, 2024 • AIB Acquisition Corp • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of December 27, 2023, by and among (i) PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (ii) PSI Group Holdings Ltd 利航國際控股有限公司, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (iii) certain shareholders of the Company (each, a “Company Requisite Shareholder”), (iv) AIB Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “SPAC”), (v) certain shareholders of the SPAC (each, including the Sponsor, a “SPAC Requisite Shareholder”, together with the Company Requisite Shareholders, the “Requisite Shareholders”), and (vi) AIB LLC, a Delaware limited liability company (the “Sponsor”). The Pubco, the Company, the SPAC, and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms
