Satisfaction and Discharge of Indebtedness Agreement between Aimfinity Investment Corp. I, Affiliates, and D. Boral Capital, LLC (June 13, 2025)

Exhibit 10.1

SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated april 25, 2022

june 13, 2025

This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of June 13, 2025, by and between Aimfinity Investment Corp. I (“AIMA”), Aimfinity Investment Merger Sub I (“Sub I”), Aimfinity Investment Merger Sub II, Inc. (“Sub II”) and Docter, Inc. (“Docter”) (AIMA, Sub I, Sub II and Doctor, collectively, the “Company”) on the one hand, and D. Boral Capital, LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC (“D. Boral”), on the other hand. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).

RECITALS

WHEREAS, AIMA and D. Boral are parties to an Underwriting Agreement dated April 25, 2022 (the “Underwriting Agreement”) relating to the initial public offering of AIMA (the “IPO”);

WHEREAS, pursuant to the Underwriting Agreement and the final prospectus relating to the IPO (SEC File No. 333-263874), AIMA is obligated to pay the several underwriters of the IPO the principal sum of $2,817,500 (the “Deferred Underwriting Commission”) upon the consummation of the Company’s Business Combination (as defined below), and the Company agreed that it will pay the Deferred Underwriting Commission directly from the Trust Account to the several underwriters of the IPO, including D. Boral.

WHEREAS, Aimfinity has entered into the Agreement and Plan of Merger, dated as of October 13, 2023 (as it may be amended from time to time, including the Amendment No. 1, dated June 5, 2024, and Amendment No. 2, dated January 29, 2025 the “Merger Agreement”), which provides for a Business Combination (as defined below) between AIMA and Docter. Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) AIMA will merge with and into Sub I, with Sub I remaining as the surviving publicly traded entity (“PubCo”); (ii) then, Sub II, a wholly owned subsidiary of Sub I, will be merged with and into Docter, resulting in Docter being a wholly owned subsidiary of Sub I (the “Business Combination”). Upon consummation of the Business Combination, PubCo shall be renamed as “Inkwater Holding Inc.”

WHEREAS, subject to satisfaction or waiver of the closing conditions as set forth in the Merger Agreement, the Business Combination is scheduled to close on or about June 28, 2025, at which time, the Deferred Underwriting Commission to the several underwriters would be immediately due and payable.  

WHEREAS, the Company has requested of D. Boral that, in lieu of the Company tendering the Deferred Underwriting Commission in cash, D. Boral accepts cash and ordinary shares of PubCo as satisfaction of the Deferred Underwriting Commission with regard to D. Boral.

WHEREAS, in lieu of collecting any portion of the Deferred Underwriting Commission in cash at the time of the closing of the Business Combination, D. Boral hereby agrees to accept as full satisfaction of the Deferred Underwriting Commission, the specific allocated payments of (i) $80,000 in cash at the time of the closing of the Business Combination (the “Closing”); and (ii) 132,875 of newly issued ordinary shares of PubCo (the “Ordinary Shares”; when multiplied by $10.00 per share shall equal to $1,328,750, the “Original Aggregate Share Value”), which shall be issued and delivered to D. Boral at the Closing (the “Effective Date”).

For clarity, this Agreement is not intended to, and shall not serve to, affect, modify or amend the Underwriting Agreement and the Deferred Underwriting Commission unless or until the amounts specified in subsections 1(a) and 1(b) of Article I below are timely paid in full.

ARTICLE I

CONDITIONS TO SATISFACTION AND DISCHARGE

ARTICLE II

POST-SATISFACTION COMPANY COVENANTS

ARTICLE II

MISCELLANEOUS PROVISIONS

3.1 This Satisfaction and Discharge shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of law principles thereof. If the Company fails to strictly comply with the terms of this Satisfaction and Discharge Agreement, then the Company shall reimburse D. Boral promptly for all reasonable fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by D. Boral in any action in connection with this agreement, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to D. Boral’s rights, remedies and obligations, (ii) collecting any sums which become due to D. Boral, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of D. Boral.

3.2 This Satisfaction and Discharge may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.

“Market Price Per Share” or “Market Share Price” means the most recent previous close price of a single Ordinary Share of the Company as listed on the Principal Market.

“Principal Market” means the Nasdaq Stock Market LLC.

“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

IN WITNESS WHEREOF, D. Boral and the Company have caused their corporate names to be hereunto affixed, and this instrument to be signed by their respective authorized officers, all as of the day and year first above written.

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