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
INDEMNITY AGREEMENTIndemnity Agreement • October 26th, 2021 • ShoulderUP Technology Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
ShoulderUp Technology Acquisition Corp. 25,000,000 Units1 UNDERWRITING AGREEMENTShoulderUP Technology Acquisition Corp. • November 8th, 2021 • 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 25,000,000 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 3,750,000 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
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • November 6th, 2023 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of November , 2023 by and among ShoulderUp Technology Acquisition Corp. (“SUAC”), ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”).
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 30144Subscription Agreement • October 26th, 2021 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York
This subscription agreement (the “Agreement”) is entered into on August 30, 2021 by and between ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ShoulderUp Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 9,833,333 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,250,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, SHOULDERUP TECHNOLOGY SPONSOR LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANTForm of Letter Agreement • November 12th, 2021 • ShoulderUP Technology 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”) 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 28,750,000 of the Company’s units (including up to 3,750,000 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
ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144ShoulderUP Technology Acquisition Corp. • November 23rd, 2021 • Blank checks • New York
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 26th, 2023 • ShoulderUP Technology Acquisition Corp. • Blank checks
This Amendment (this “Amendment”), dated as of April 20, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), having its principal office located at 125 Townpark Drive, Suite 300, Kennesaw, Georgia 30144, and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
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”).
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).
ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144ShoulderUP Technology Acquisition Corp. • November 8th, 2021 • Blank checks • New York
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
