SUPER PLUS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks • New York
Super Plus Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [______], 2022, by and among Super Plus Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnification Agreement • September 10th, 2021 • Super Plus Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Super Plus Acquisition Corporation , a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks • New York
This Agreement is made as of [____], 2022 by and between Super Plus Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
SUPER PLUS ACQUISITION CORPORATION New York, NY 10022Securities Purchase Agreement • September 10th, 2021 • Super Plus Acquisition Corp • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,437,500 shares (the “Shares”) of Class B common stock, par value $0.0001 per share (the “Common Stock”) of Super Plus Acquisition Corporation, a Delaware corporation (the “Company”), among which, up to 187,500 shares of Common Stock are subject to forfeiture pending the exercise of the over-allotment option granted to the underwriter in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Super Plus Acquisition Corporation Maxim Group LLC New York, NY 10154Underwriting Agreement • September 10th, 2021 • Super Plus Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Super Plus Acquisition Corporation, a Delaware company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), one-half of one warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Warrants”), and one right to receive one-tenth (1/10) of one share of Class A Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
RIGHTS AGREEMENTRights Agreement • September 10th, 2021 • Super Plus Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2021 between Super Plus Acquisition Corporation, a Delaware company, with offices at 800 3rd Avenue, Suite 2800, New York, NY 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
WARRANT AGREEMENTWarrant Agreement • July 23rd, 2021 • Super Plus Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Super Plus Acquisition Corporation, a Delaware corporation, with offices at [●] (“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, as warrant agent (“Warrant Agent”).
FORM OF SUBSCRIPTION AGREEMENT AMONG THE REGISTRANT AND THE SPONSORSubscription Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 10th, 2021 • Super Plus Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [____], 2021 (“Agreement”), by and among SUPER PLUS ACQUISITION CORPORATION, a Delaware Company (the “Company”), the initial stockholders listed on Exhibit A attached hereto (each, an “Initial Stockholder” and collectively the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
RIGHTS AGREEMENTRights Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2022 between Super Plus Acquisition Corporation, a Delaware company, with offices at 800 3rd Avenue, Suite 2800, New York, NY 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
Super Plus Acquisition Corporation Maxim Group LLC New York, NY 10154Underwriting Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Super Plus Acquisition Corporation, a Delaware company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), one warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Warrants”), and one right to receive one-tenth (1/10) of one share of Class A Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of [●], 2022 (this “Transfer”), by and among Super Plus Management LLC, a Delaware company (the “Seller”), Super Plus Acquisition Corporation, a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
WARRANT AGREEMENTWarrant Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Super Plus Acquisition Corporation, a Delaware corporation, with offices at [●] (“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, as warrant agent (“Warrant Agent”).
Super Plus Acquisition CorporationAdministrative Service Agreement • September 10th, 2021 • Super Plus Acquisition Corp • Blank checks • New York
This letter agreement by and between Super Plus Acquisition Corporation (the “Company”) and Super Plus Management LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start 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”):
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 26th, 2022 • Super Plus Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [____], 2022 (“Agreement”), by and among SUPER PLUS ACQUISITION CORPORATION, a Delaware Company (the “Company”), the initial stockholders listed on Exhibit A attached hereto (each, an “Initial Stockholder” and collectively the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
