REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • March 22nd, 2024 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among CID Holdco, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A1 hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 22nd, 2024 • ShoulderUP Technology Acquisition Corp. • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT, dated as of March 18, 2024 (this “Agreement”), by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), SEE ID, Inc., a Nevada corporation (collectively with any predecessor entities, the “Company”) and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
BUSINESS COMBINATION AGREEMENT by and among ShoulderUp technology acquisition corp., CID Holdco, Inc., SHOULDERUP MERGER SUB, INC., SEI Merger Sub, inc., and SEE ID, INC. Dated as of March 18, 2024Business Combination Agreement • March 22nd, 2024 • ShoulderUP Technology Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of March 18, 2024 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), CID Holdco, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of ShoulderUp (“Holdings”), ShoulderUp Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdings (“SEI Merger Sub” and together with ShoulderUp Merger Sub, the “Merger Subs”) and SEE ID, Inc., a Nevada corporation (collectively with any predecessor entities, the “Company”). Each of ShoulderUp, Holdings, ShoulderUp Merger Sub, SEI Merger Sub, and the Company is sometimes referred to herein individually as a “Party,” and they are collectively referred to herein as the “Parties.”
SPONSOR Support AGREEMENTSponsor Support Agreement • March 22nd, 2024 • ShoulderUP Technology Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 18, 2024, is entered into by and among ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), and SEE ID, Inc., a Nevada corporation (collectively with any predecessor entities, the “Company”), and each of the undersigned individuals, each of whom is a member of the board of directors of ShoulderUp (the “Directors” and each a “Director”).
AMENDMENT TO THE SPONSOR LETTERThe Sponsor Letter • March 22nd, 2024 • ShoulderUP Technology Acquisition Corp. • Blank checks
This Amendment to that certain letter agreement, dated November 16, 2021 (the “Original Letter Agreement”), by and among Athena Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), and certain of the undersigned individuals, each of whom is a member of ShoulderUp’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders,” and together with the Sponsor and ShoulderUp, the “Parties”), dated as of March 18, 2024 (this “Amendment and Agreement”), is entered into by and among the Sponsor, ShoulderUp , CID Holdco, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of ShoulderUp (“Holdings”), ShoulderUp Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdings (“SEI Merger Sub” and together wi
