REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2021 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 16, 2021, is made and entered into by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (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”).
WARRANT AGREEMENTWarrant Agreement • November 23rd, 2021 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 16, 2021, is by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2021 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York
ShoulderUp Technology Acquisition Corp. 26,500,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2021 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York
ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 26,500,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain
November 16, 2021 ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144Letter Agreement • November 23rd, 2021 • ShoulderUP Technology 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 between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets 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 30,000,000 of the Company’s units (including up to 3,500,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospec
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 23rd, 2021 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the November 16, 2021, by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144ShoulderUP Technology Acquisition Corp. • November 23rd, 2021 • Blank checks • New York
