Lake Superior Acquisition Corp Sample Contracts
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and between Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”) and Lake Superior Investments LLC, a Delaware limited liability company (the “Sponsor”). (the Sponsor together with 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”).
FORM OF WARRANT AGREEMENT LAKE SUPERIOR ACQUISITION CORP. and [ODYSSEY TRANSFER AND TRUST COMPANY] Dated [●], 2024Warrant Agreement • December 17th, 2024 • Lake Superior Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2024, is by and between Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), and [Odyssey Transfer and Trust Company], a [Minnesota corporation], as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF UNDERWRITING AGREEMENT between Lake Superior Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC As Representative of the Underwriters Dated: [●], 2025 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
The undersigned, Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) (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,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 9th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”), and the undersigned (“Indemnitee”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 5th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _____, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Lake Superior Acquisition Corp., a British Virgin Islands exempted company (the “Company”), and Lake Superior Investments LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF SHARE RIGHTS AGREEMENTShare Rights Agreement • June 5th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [ ], 2025 between Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency (the “Share Rights Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 9th, 2025 • Lake Superior Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”), and Efficiency, a Delaware corporation (the “Trustee”).
UNDERWRITING AGREEMENT between Lake Superior Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC As Representative of the Underwriters Dated: October 6, 2025 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
The undersigned, Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) (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,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
FORM OF UNDERWRITING AGREEMENT between Lake Superior Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC As Representative of the Underwriters Dated: [●], 2025 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
The undersigned, Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) (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,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
FORM OF UNDERWRITING AGREEMENT between Lake Superior Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC As Representative of the Underwriters Dated: [●], 2025 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
The undersigned, Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) (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,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2025, is made and entered into by and among Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”), Lake Superior Investments LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM,”) and the other parties listed on the signature pages hereto (and 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2025 • Lake Superior Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 6, 2025 by and between Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”), and Efficiency, a Delaware corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and between Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”) and Lake Superior Investments LLC, a Delaware limited liability company (the “Sponsor”). (the Sponsor together with 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”).
FORM OF LETTER AGREEMENTLetter Agreement • June 5th, 2025 • Lake Superior 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 or proposed to be entered into by and between Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representative (the “Representative”) of the other underwriters named on Schedule A to the Underwriting Agreement (if any) (the Representative and such other underwriters being collectively referred to herein as the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (“Units”) (including up to 1,500,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, no par value (each, an “Ordinary Share”), and one-sixth (1/6) of one right to receive one Ordinary Share (each whole right, a
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 19th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _____, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 10th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of October 6, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Lake Superior Acquisition Corp., a British Virgin Islands exempted company (the “Company”), and Lake Superior Investments LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • October 10th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 6, 2025, by and between Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”), and the undersigned (“Indemnitee”).
FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENTLock-Up Agreement • January 30th, 2026 • Lake Superior Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [________, 202_], by and among (i) Lake Superior Acquisition Corp., a British Virgin Islands business company (“Predecessor”), (ii) [ ], a proprietary limited company and a wholly owned subsidiary of the Predecessor (“Purchaser”), (iii) Openmarkets Group Pty Ltd, an Australian proprietary limited company (the “Company”), and (iv) the undersigned (“Holder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
LETTER AGREEMENTLetter Agreement • October 10th, 2025 • Lake Superior 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 or proposed to be entered into by and between Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the other underwriters named on Schedule A to the Underwriting Agreement (if any) (the Representative and such other underwriters being collectively referred to herein as the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (“Units”) (including up to 1,500,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, no par value (each, an “Ordinary Share”), and one-seventh (1/7) of one right to receive one Ordinary Share (each whole rig
AGREEMENT AND PLAN OF MERGER AND BUSINESS COMBINATION AGREEMENT dated January 23, 2026 by and among Lake Superior Acquisition Corp, a British Virgin Islands business company, as Predecessor, Openmarkets Group Pty Ltd, an Australian corporation, as the...Merger Agreement • January 30th, 2026 • Lake Superior Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER AND BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of January 23, 2026 (the “Signing Date”), by and among Lake Superior Acquisition Corp., a British Virgin Islands business company (“Predecessor”), Openmarkets Group Pty Ltd, an Australian proprietary limited company Australian Company Number 660 155 000 (the “Company”), BMYG OMG Pty Ltd, an Australian proprietary limited company Australian Company Number 620 123 471, as trustee for the BMYG OMG Unit Trust (the “Shareholder”), as well as such other persons who are contemplated to later join this Agreement as the “Purchaser” and “Merger Sub” herein. The Predecessor, Purchaser, Merger Sub, Company, and Shareholder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 19th, 2025 • Lake Superior Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Company”), and Efficiency, a Delaware corporation (the “Trustee”).
LAKE SUPERIOR ACQUISITION CORP.Securities Subscription Agreement • September 19th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), is pleased to accept the offer Lake Superior Investments LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”) with no par value (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over- allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares with no par value (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for- one basis
SHARE RIGHTS AGREEMENTShare Rights Agreement • October 10th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of October 6, 2025 between Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency (the “Share Rights Agent”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 30th, 2026 • Lake Superior Acquisition Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) has been executed, and is effective as of the Closing Date, by BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Subject Party”) in favor of and for the benefit of Lake Superior Acquisition Corp., a British Virgin Islands business company (the “Predecessor” and when including any successor entity thereto, the “Purchaser”), Openmarkets Group Pty Ltd, an Australian proprietary limited company (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates (as defined in the Business Combination Agreement (as defined below)), successors, and direct and indirect Subsidiaries (as defined in the Business Combination Agreement) (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
FORM OF LETTER AGREEMENTLetter Agreement • September 19th, 2025 • Lake Superior 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 or proposed to be entered into by and between Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the other underwriters named on Schedule A to the Underwriting Agreement (if any) (the Representative and such other underwriters being collectively referred to herein as the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (“Units”) (including up to 1,500,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, no par value (each, an “Ordinary Share”), and one-seventh (1/7) of one right to receive one Ordinary Share (each whole rig
FORM OF SHARE RIGHTS AGREEMENTShare Rights Agreement • September 19th, 2025 • Lake Superior Acquisition Corp • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [ ], 2025 between Lake Superior Acquisition Corp., a British Virgin Islands company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency (the “Share Rights Agent”).