AI TRANSPORTATION ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2023 • AI Transportation Acquisition Corp • Blank checks • New York
AI TRANSPORTATION ACQUISITION CORP, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
AI TRANSPORTATION ACQUISITION CORPAI Transportation Acquisition Corp • March 15th, 2023 • New York
This agreement (the “Agreement”) is entered into on January 1, 2023, by and between AI TRANSPORTATION CORP, a British Virgin Islands business company (the “Subscriber” or “you”), and AI TRANSPORTATION ACQUISITION CORP, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 ordinary shares, $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 13th, 2023 • AI Transportation Acquisition Corp • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of November 8, 2023, by and between AI TRANSPORTATION ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Ka Cheong Leung, an individual (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2023 • AI Transportation Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 8, 2023, by and between AI Transportation Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 13th, 2023 • AI Transportation Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2023, is made and entered into by and among AI Transportation Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), AI Transportation Corp, a British Virgin Islands 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”).
AI TRANSPORTATION ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • November 13th, 2023 • AI Transportation Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 8, 2023 between AI Transportation Acquisition Corp., a Cayman Islands exempted company, with offices at AI Transportation Acquisition Corp., 10 East 53rd Street, Suite 3001, New York, NY 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”).
LETTER AGREEMENTLetter Agreement • November 13th, 2023 • AI Transportation 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 between AI TRANSPORTATION ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 6,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-eighth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-eighth (1/8) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).
FORM OF LETTER AGREEMENTForm of Letter Agreement • September 15th, 2023 • AI Transportation 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 between AI TRANSPORTATION ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-eighth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-eighth (1/8) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).
WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW AI TRANSPORTATION ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDSAI Transportation Acquisition Corp • March 15th, 2023
This Warrant Certificate certifies that ______________________, or registered assigns, is the registered holder of ____________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase _________ ordinary shares, $0.0001 par value per share (“ordinary shares”), of AI TRANSPORTATION ACQUISITION CORP, a Cayman Islands exempted company (the “Company”).
WARRANT AGREEMENT between AI TRANSPORTATION ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 25th, 2023 • AI Transportation Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2023, is by and between AI TRANSPORTATION ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AI TRANSPORTATION ACQUISITION CORPAI Transportation Acquisition Corp • November 13th, 2023 • Blank checks
This letter agreement 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 AI TRANSPORTATION ACQUISITION CORP (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”):
Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • November 13th, 2023 • AI Transportation Acquisition Corp • Blank checks
AI Transportation Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration Statement”). The undersigned hereby commits that it will purchase 277,750 units of the Company (“Private Units”) for a purchase price of $2,777,500 (the “Private Unit Purchase Price”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Rights”), entitling the holder thereof to receive one-eighth (1/8) of one Ordinary Share upon consummation of the Business Combination.
Form of Placement Unit Purchase AgreementAI Transportation Acquisition Corp • March 15th, 2023
BUSINESS COMBINATION AGREEMENT by and among AI TRANSPORTATION ACQUISITION CORP., as Purchaser, ELECTRIFIED MATERIALS CORPORATION, as Pubco, AITR Merger Sub 1 Corp, as Merger Sub 1, AITR Merger Sub 2 Corp. Corp., as Merger Sub 2, AMERICAN METALS LLC,...Business Combination Agreement • July 1st, 2024 • AI Transportation Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 28, 2024 by and among (i) AI Transportation Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Electrified Materials Corporation, a Delaware corporation (“Pubco”), (iii) AITR Merger Sub 1 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub 1”), (iv) AITR Merger Sub 2 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub 2”), and (v) American Metals LLC, an Indiana limited liability company (the “Company.) Purchaser, Pubco, Merger Sub 1, Merger Sub 2 and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AI TRANSPORTATION ACQUISITION CORPLetter Agreement • March 15th, 2023 • AI Transportation Acquisition Corp
This letter agreement 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 AI TRANSPORTATION ACQUISITION CORP (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”):
AI TRANSPORTATION ACQUISITION CORPAI Transportation Acquisition Corp • April 25th, 2023 • Blank checks
This letter agreement 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 AI TRANSPORTATION ACQUISITION CORP (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”):
Form of Placement Unit Purchase AgreementUnit Purchase Agreement • September 1st, 2023 • AI Transportation Acquisition Corp • Blank checks
AI TRANSPORTATION CORP No. 1092, Building 1, Yard 10, XiXiaoying South Ring Road SuJiatuo Town, HaiDian District Beijing China 100084Sponsor Agreement • July 1st, 2024 • AI Transportation Acquisition Corp • Blank checks
This Sponsor Support Agreement (the “Sponsor Agreement”) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof, by and among (i) AI Transportation Acquisition Corp., a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Electrified Materials Corporation, a Delaware corporation (“Pubco”), (iii) AITR Merger Sub 1 Corp, Delaware corporation and a wholly-owned subsidiary of Pubco, (iv) AITR Merger Sub 2 Corp., Delaware corporation and a wholly-owned subsidiary of Pubco and (v) American Metals LLC, an Indiana limited liability company (the “Company” and together with SPAC, Pubco, AITR Merger 1 and AITR Merger 2, the “Parties”) (the “Business Combination Agreement”), and the transactions contemplated therein (the “Business Combination”), pursuant to which (a) SPAC will merge with and into Merger Sub 1, with SPAC continuing as the surviving entity, as a result of which SPAC will become a wholly-owned subsidiary o
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 1st, 2024 • AI Transportation Acquisition Corp • Blank checks • New York
This Lock-Up Agreement (this “Agreement”) is made and entered into as of [●], 2024, by and among (i) Electrified Materials Corporation, a Delaware corporation (“Pubco”), (ii) American Resources Corporation, a Florida corporation (“AREC”), and (iii) the undersigned parties listed as “Securityholders” on the signature page hereto (each of them together with AREC, the “Lock-Up Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
