INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2021 • Bite Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Bite Acquisition Corp., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
17,500,000 Units BITE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • Bite Acquisition Corp. • Blank checks • New York
Bite Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 18th, 2021 • Bite Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of February 11, 2021 between Bite Acquisition Corp., a Delaware corporation, with offices at 30 West Street, No. 28F, New York, New York 10004 (the “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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2021 • Bite Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11 day of February, 2021, by and among Bite Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2021 • Bite Acquisition Corp. • Blank checks • New York
EARLYBIRDCAPITAL, INC. New York, New York 10017 February 11, 2021Bite Acquisition Corp. • February 18th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Bite Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252406) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Bite Acquisition Corp.Bite Acquisition Corp. • February 2nd, 2021 • Blank checks • Delaware
We are pleased to accept the offer Smart Dine, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares (“Founder Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of Bite Acquisition Corp., a Delaware corporation (the “Company”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 2nd, 2021 • Bite Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2021 (the “Agreement”), by and among Bite Acquisition Corp., a Delaware corporation (the “Company”), smart dine, LLC, a Delaware limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such stockholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
February 11, 2021Underwriting Agreement • February 18th, 2021 • Bite Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bite Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • Bite Acquisition Corp. • Blank checks • New York
BUSINESS COMBINATION AGREEMENT by and among BITE ACQUISITION CORP., 2510169 ALBERTA INC., ABOVE MERGER SUB, INC. and ABOVE FOOD CORP. dated as of April 29, 2023Business Combination Agreement • May 4th, 2023 • Bite Acquisition Corp. • Blank checks • Alberta
This Business Combination Agreement, dated as of April 29, 2023 (this “Agreement”), is made and entered into by and among Bite Acquisition Corp., a Delaware corporation (“SPAC”), 2510169 Alberta Inc., an Alberta corporation (“TopCo”) and a direct, wholly owned Subsidiary of the Company, Above Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of TopCo (“Merger Sub” and, together with TopCo, the “Merger Subsidiaries” and each, a “Merger Subsidiary”), and Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (the “Company”). Capitalized terms used herein without definition have the meanings set forth in Article I.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 18th, 2021 • Bite Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 11, 2021 (the “Agreement”), by and among Bite Acquisition Corp., a Delaware corporation (the “Company”), smart dine, LLC, a Delaware limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such stockholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
Bite Acquisition Corp.Bite Acquisition Corp. • February 2nd, 2021 • Blank checks • New York
Bite Acquisition Corp.Bite Acquisition Corp. • February 18th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Bite Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Smart Dine, LLC (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time, situated at 30 West Street, No. 28F, New York, New York 10004 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the
Shareholder SUPPORT AGREEMENTShareholder Support Agreement • May 4th, 2023 • Bite Acquisition Corp. • Blank checks • Alberta
This Shareholder Support Agreement (this “Agreement”), dated as of April 29, 2023, is entered into by and among Bite Acquisition Corp., a Delaware corporation (“SPAC”), Above Food Corp., a corporation organized under the laws of the Province of Saskatchewan, Canada (the “Company”), and certain of the shareholders of the Company whose names appear on the signature pages of this Agreement (collectively, the “Shareholders” and, each, a “Shareholder”). SPAC, the Company and the Shareholders are each referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 4th, 2023 • Bite Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of April 29, 2023, by and among Smart Dine, LLC, a Delaware limited liability company (“Sponsor”), Bite Acquisition Corp., a Delaware corporation (“SPAC”), and Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (the “Company”). Sponsor, SPAC and the Company are each referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 13th, 2024 • Bite Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of March 12, 2024, is made by and among Bite Acquisition Corp., a Delaware corporation (“SPAC”), Above Food Corp., a Saskatchewan corporation (the “Company”), Above Food Ingredients Inc. (formerly known as 2510169 Alberta Inc.), an Alberta corporation and a direct, wholly owned subsidiary of the Company (“TopCo”), and Above Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TopCo (“Merger Sub”). SPAC, the Company, TopCo and Merger Sub are referred to herein collectively as “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
