0001493152-23-040458 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
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”).

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AI TRANSPORTATION ACQUISITION CORP UNDERWRITING AGREEMENT
Underwriting 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:

FORM OF INDEMNITY AGREEMENT
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 AGREEMENT
Investment 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”).

AI TRANSPORTATION ACQUISITION CORP. RIGHTS AGREEMENT
Rights 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”).

FORM OF INDEMNITY AGREEMENT
Indemnification 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 Dick Wai Mak, an individual (“Indemnitee”).

LETTER AGREEMENT
Letter 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).

Placement Unit Purchase Agreement
Placement 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.

AI TRANSPORTATION ACQUISITION CORP
Administrative Support Agreement • November 13th, 2023 • AI Transportation Acquisition Corp • 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”):

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