0001213900-20-032563 Sample Contracts

20,000,000 Units1 Spartacus Acquisition Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York
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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 15, 2020, by and between Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2020, is made and entered into by and among Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), B. Riley Principal Investments, LLC (“B. Riley”) and Spartacus Sponsor LLC, a Delaware limited liability company (the “Sponsor”; together with B. Riley 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”).

WARRANT AGREEMENT
Warrant Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 15, 2020, is by and between Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 15, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spartacus Acquisition Corporation, a Delaware corporation (the “Company”) and Spartacus Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

October 15, 2020 Spartacus Acquisition Corporation
Underwriting Agreement • October 21st, 2020 • Spartacus 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 Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), and B. Riley Securities, 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 up to 23,000,000 of the Company’s units (including up to 3,000,000 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”), and one-half 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

SPARTACUS ACQUISITION CORPORATION
Administrative Support Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York

This letter agreement by and between Spartacus Acquisition Corporation (the “Company”) and Spartacus Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249100) (the “Registration Statement”) is declared effective (the “Effective Date”) 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”):

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