REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May [•], 2021, is made and entered into by and among Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Aries Acquisition Partners, Ltd., a Cayman Islands limited 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”).
Aries I Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2021 • Aries I Acquisition Corp. • Blank checks • Delaware
Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), 12,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certai
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 11th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Aries Acquisition Partners, Ltd., a Cayman Islands exempted company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 10th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March [•], 2021, by and between ARIES I ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • May 11th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May [•], 2021, is by and between Aries I Acquisition Corporation, 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”).
Aries I Acquisition Corporation Grand Cayman, Cayman Islands KY-1110Letter Agreement • May 11th, 2021 • Aries I 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 among Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wells Fargo Securities, LLC, and Kingswood Capital Markets as representatives (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as d
Aries I Acquisition CorporationAries I Acquisition Corp. • March 10th, 2021 • Blank checks • New York
Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Aries Acquisition Partners, Ltd., a Cayman Islands exempted company (“Subscriber” or “you”), to purchase 5,031,250 Class B ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 656,250 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 31st, 2022 • Aries I Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 18, 2021, by and between Aries I Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 11th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [•], 2021 by and between Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Aries Acquisition Partners, Ltd., a Cayman Islands exempted company (the “Sponsor”), the shareholders of the Sponsor identified on the signature pages hereto and 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”).
SPONSOR AGREEMENTSponsor Agreement • December 13th, 2021 • Aries I Acquisition Corp. • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of December 13, 2021, is made by and among Aries Acquisition Partners, Ltd., a Cayman Islands exempted company (“Sponsor”), Aries I Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Infinite Assets, Inc., a Delaware corporation (the “Company”). Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2022 • Aries I Acquisition Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of August 15, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Aries I Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 14th, 2021 • Aries I Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 13, 2021, by and among Aries I Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Aries I Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“Merger Sub”), and Infinite Assets, Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 24th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [•], 2021 by and between Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LOCKUP AGREEMENTLockup Agreement • December 13th, 2021 • Aries I Acquisition Corp. • Blank checks • Delaware
This LOCKUP AGREEMENT (this “Agreement”) dated as of December 13, 2021, is entered into by and among Aries I Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Aries Acquisition Partners, Ltd., a Cayman Islands exempted company (“Sponsor”), and each of the parties identified on the signature pages hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto with the SPAC (a “Joinder”) pursuant to Section 2.2 in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). SPAC, Sponsor and the Stockholder Parties shall be referred to herein from time to time collectively as the “Parties.”
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 21st, 2022 • Aries I Acquisition Corp. • Blank checks • New York
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 20, 2022, is entered into by and among Aries I Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Aries I Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (“Merger Sub”), and Infinite Assets, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • December 13th, 2021 • Aries I Acquisition Corp. • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) dated as of December 13, 2021, is entered into by and among Aries I Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Infinite Assets, Inc., a Delaware corporation (the “Company”), and each of the Pre-Closing Holders set forth on Schedule A hereto (the “Supporting Holders”). SPAC, the Company and the Supporting Holders shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
