WARRANT AGREEMENTWarrant Agreement • January 8th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 4, 2021, is by and between Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 4, 2021, by and between Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BENESSERE CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • New York
Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
BENESSERE CAPITAL ACQUISITION CORP. Miami, FL 33133-3250Securities Subscription Agreement • November 3rd, 2020 • Benessere Capital Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into on September 30, 2020 by and between ARC Global Investments LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Benessere Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture 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:
INDEMNITY AGREEMENTIndemnity Agreement • December 15th, 2020 • Benessere Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2020, by and between Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 4, 2021, is made and entered into by and among Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), ARC Global Investments LLC, a Delaware limited liability company (the “Sponsor”), Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”, and together with the Sponsor and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
December [__], 2020Underwriting Agreement • December 15th, 2020 • Benessere Capital 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 Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), three-fourths of one redeemable warrant and one right (the “Right”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Each Right ent
January 4, 2021Underwriting Agreement • January 8th, 2021 • Benessere Capital 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 Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), three-fourths of one redeemable warrant and one right (the “Right”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Each Right ent
RIGHTS AGREEMENTRights Agreement • December 15th, 2020 • Benessere Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______, 2020 between Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
AGREEMENT AND PLAN OF MERGER by and among BENESSERE CAPITAL ACQUISITION CORP., as the Purchaser, BCAC HOLDINGS INC., as Pubco, BCAC PURCHASER MERGER SUB INC., as Purchaser Merger Sub, BCAC COMPANY MERGER SUB LLC, as Company Merger Sub, BCAC PURCHASER...Agreement and Plan of Merger • November 30th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 23, 2021, by and among (i) Benessere Capital Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) BCAC Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) BCAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) BCAC Company Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), (v) BCAC Purchaser Rep LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the equity holders of Pubco (other than the Company Security Holders (as defined below) and their
VOTING AGREEMENTVoting Agreement • November 30th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of November 23, 2021 by and among (i) Benessere Capital Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) eCombustible Energy LLC, a Delaware limited liability company (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 8th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of January 4, 2021, by and between Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 777 SW 37th Avenue, Suite 510, Miami, FL 33135-3250, and ARC Global Investments LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 777 SW 37th Avenue, Suite 510, Miami, FL 33135-3250.
Benessere Capital Acquisition Corp.Administrative Support Agreement • January 8th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • New York
This letter agreement by and between Benessere Capital Acquisition Corp. (the “Company”) and Benessere Enterprises Inc. (“Benessere Enterprises”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 2022 • Benessere Capital Acquisition Corp. • Blank checks
This First Amendment to Agreement and Plan of Merger (this “First Amendment”) is made and entered into as of June 5, 2022, by and among (i) Benessere Capital Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) BCAC Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) BCAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) BCAC Company Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), (v) BCAC Purchaser Rep LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for the equity holders of Pubco (other than the Company Security Holders and their successors and assignees) in accordance with the terms and conditions of the Original Agreement (as defined below) (the “Purchaser Representative”), (vi) eCombustib
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 30th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Support Agreement”) is dated as of November 23, 2021, by and among ARC Global Investments LLC, a Delaware limited liability company (“Sponsor”), Benessere Capital Acquisition Corp., a Delaware corporation (“Purchaser”), BCAC Holdings Inc., a Delaware corporation (“Pubco”), and eCombustible Energy LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
RIGHTS AGREEMENTRights Agreement • January 8th, 2021 • Benessere Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 4, 2021 between Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
