Social Commerce Partners Corp Sample Contracts
Underwriting Agreement between Social Commerce Partners Corporation and BTIG, LLC Dated [ ], 2025 (the “Agreement”) SOCIAL COMMERCE PARTNERS CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2025 • Social Commerce Partners Corp • Blank checks • New York
The undersigned, Social Commerce Partners Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or 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 BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
WARRANT AGREEMENT between Social Commerce Partners Corporation and Continental Stock Transfer and Trust Company,Warrant Agreement • November 24th, 2025 • Social Commerce Partners Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2025, is by and between Social Commerce Partners Corporation, a Cayman Islands exempted company (the “Company”), and Continental Transfer and Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Social Commerce Partners Corporation Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 24th, 2025 • Social Commerce Partners 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 among Social Commerce Partners Corporation, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Fo
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2025 • Social Commerce Partners Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ________, 2025 by and between Social Commerce Partners Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • November 24th, 2025 • Social Commerce Partners Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between Social Commerce Partners Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 24th, 2025 • Social Commerce Partners Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2025, by and between Social Commerce Partners Corporation, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“BTIG” or the “Subscriber”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • November 24th, 2025 • Social Commerce Partners Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into as of August 14, 2025 by and between Social Commerce Acquisition Partners, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Social Commerce Partners Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,833,333 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 500,000 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:
SOCIAL COMMERCE PARTNERS CORPORATIONAdministrative Services Agreement • November 24th, 2025 • Social Commerce Partners Corp • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2025 • Social Commerce Partners Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2025 is made and entered into by and among Social Commerce Partners Corporation, a Cayman Islands exempted company (the “Company”), Social Commerce Acquisition Partners, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 24th, 2025 • Social Commerce Partners 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 Social Commerce Acquisition Partners, a Cayman Islands exempted company (the “Company”), and Social Commerce Acquisition Partners, LLC, a Delaware limited liability company (the “Purchaser”).