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 2nd, 2024 • American Resources Corp • Bituminous coal & lignite mining • 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”.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 2nd, 2024 • American Resources Corp • Bituminous coal & lignite mining • 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).
AI TRANSPORTATION CORP No. 1092, Building 1, Yard 10, XiXiaoying South Ring Road SuJiatuo Town, HaiDian District Beijing China 100084Sponsor Support Agreement • July 2nd, 2024 • American Resources Corp • Bituminous coal & lignite mining
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
