10,000,000 Units SPORTSMAP TECH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Roth Capital Partners, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), and for which Maxim Group LLC is acting as qualified independent underwriter (the “QIU”), as follows:
WARRANT AGREEMENTWarrant Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of October 18, 2021 between SportsMap Tech Acquisition Corp., a Delaware corporation, with offices at 5353 West Alabama, Suite 415, Houston, Texas 77056 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 18, 2021 by and between SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2021, is made and entered into by and among SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), SportsMap, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (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”).
SportsMap Tech Acquisition Corp. Houston, Texas 77056 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”) and Roth Capital Partners, LLC (“Roth”) as 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 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 common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regist
SportsMap Tech Acquisition Corp.Letter Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between SportsMap Tech Acquisition Corp. (the “Company”) and Gow Media, LLC (the “Gow Media”), 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 Global 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 (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 18 months after the Listing Date, or such later date as may be approved by stockholders as described in the Registration Statement (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
