0001829126-25-009670 Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • December 4th, 2025 • Bitcoin Infrastructure Acquisition Corp LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 1, 2025, by and between Bitcoin Infrastructure Acquisition Corp Ltd., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
UNDERWRITING AGREEMENT between Bitcoin Infrastructure Acquisition Corp Ltd. and COHEN & COMPANY CAPITAL MARKETS, a division of Cohen & Company Securities, LLC as Representative of the Underwriters Dated: December 1, 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2025 • Bitcoin Infrastructure Acquisition Corp LTD • Blank checks • New York
The undersigned, Bitcoin Infrastructure Acquisition Corp Ltd., a Cayman Islands exempted company (formerly known as Meteora Venture Partners Acquisition Corporation V Ltd., the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and with the other underwriters named on Schedule A attached hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • December 4th, 2025 • Bitcoin Infrastructure Acquisition Corp LTD • Blank checks • New York
THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of December 1, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bitcoin Infrastructure Acquisition Corp Ltd., a Cayman Islands exempted company, and Clear Street LLC (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 4th, 2025 • Bitcoin Infrastructure Acquisition Corp LTD • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ____________, 2025 (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 to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public 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.
WARRANT AGREEMENTWarrant Agreement • December 4th, 2025 • Bitcoin Infrastructure Acquisition Corp LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 1, 2025, is by and between Bitcoin Infrastructure Acquisition Corp Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2025 • Bitcoin Infrastructure Acquisition Corp LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2025 is made and entered into by and among BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD., a Cayman Islands exempted company (the “Company”), Samara Acquisition Sponsor V Ltd., a Cayman Islands exempted company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as the representative (the “Representative”) of the several Underwriters (as defined below), and the other undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
Administrative Service AgreementAdministrative Service Agreement • December 4th, 2025 • Bitcoin Infrastructure Acquisition Corp LTD • Blank checks
This Administrative Service Agreement (the “Agreement”) dated this 1st day of December, 2025 is between BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD., a Cayman Islands exempted company, herein referred to as “Company” and Samara Acquisition Sponsor V Ltd., herein referred to as “Service Provider”.
Bitcoin Infrastructure Acquisition Corp Ltd. 1200 N. Federal Hwy, Suite 200 Boca Raton, FL 33432Underwriting Agreement • December 4th, 2025 • Bitcoin Infrastructure Acquisition Corp LTD • 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 among Bitcoin Infrastructure Acquisition Corp Ltd., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shal