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:
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”).
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”).
January 4, 2021Letter 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 • 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”).
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.Benessere Capital Acquisition Corp. • January 8th, 2021 • 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”):
