24,000,000 Units Infinite Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2021 • Infinite Acquisition Corp. • Blank checks • New York
Infinite Acquisition Corp.Infinite Acquisition Corp. • November 3rd, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on April 9, 2021 by and between Infinite Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Infinite Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation 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:
WARRANT AGREEMENTWarrant Agreement • November 23rd, 2021 • Infinite Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of November 23, 2021 between Infinite Acquisition Corp., a Cayman Islands exempted company, with offices at 660 Madison Avenue, New York, New York 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 23rd, 2021 • Infinite Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2021, is made and entered into by and among Infinite Acquisition Corp., a Cayman Islands exempted company (the “Company”), Infinite Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
November 23, 2021 Infinite Acquisition Corp. New York, New York 10065Letter Agreement • November 23rd, 2021 • Infinite 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”) entered into by and between Infinite Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the underwriter (collectively, the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 24,000,000 of the Company’s units (and up to an additional 3,600,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to registration statements o
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 23rd, 2021 • Infinite Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 18, 2021, is entered into by and between Infinite Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Infinite Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2021 • Infinite Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Infinite Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 23, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • November 3rd, 2021 • Infinite Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Infinite Acquisition Corp., a Cayman Islands exempted company, with offices at 660 Madison Avenue, New York, New York 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
November 23, 2021Infinite Acquisition Corp. • December 1st, 2021 • Blank checks • New York
This letter agreement confirms the basis upon which Infinite Acquisition Corp. (“Client”) has engaged LionTree Advisors LLC (“LionTree Advisors”) to provide financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the transaction described in paragraph 1 below (the “Engagement”).
Infinite Acquisition Corp.Infinite Acquisition Corp. • November 23rd, 2021 • Blank checks • New York
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 Infinite 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”), Infinite Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 660 Madison Avenue, New York, New York 10065 (or any successor location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of $10,000 per month on the
