0001731122-22-000238 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2022 • Counter Press Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2022, is made and entered into by and among Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Counter Press Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), BTIG, LLC and EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section ‎5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).––

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 14th, 2022 • Counter Press Acquisition Corp • Blank checks • New York

Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between Counter Press Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 8, 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

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UNDERWRITING AGREEMENT between COUNTER PRESS ACQUISITION CORPORATION and BTIG, LLC AND EARLYBIRDCAPITAL, INC. Dated February 8, 2022 COUNTER PRESS ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • February 14th, 2022 • Counter Press Acquisition Corp • Blank checks • New York

The undersigned, Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG”) and EarlyBirdCapital, Inc. (“EBC” and, together with BTIG, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

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Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042
Letter Agreement • February 14th, 2022 • Counter Press 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”) to be entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and BTIG, LLC and EarlyBirdCapital, Inc. (the “Representatives”), as the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one warrant (each, a “Warrant”). Each whole 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 a registr

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INDEMNITY AGREEMENT
Indemnity Agreement • February 14th, 2022 • Counter Press Acquisition Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2022, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Andrew Friedman (“Indemnitee”).

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PRIVATE UNITS PURCHASE AGREEMENT
Private Units Purchase Agreement • February 14th, 2022 • Counter Press Acquisition Corp • Blank checks • New York

THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 8, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).

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PRIVATE UNITS PURCHASE AGREEMENT
Private Units Purchase Agreement • February 14th, 2022 • Counter Press Acquisition Corp • Blank checks • New York

THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 8, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Counter Press Sponsor LLC (the “Purchaser”).

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WARRANT AGREEMENT between COUNTER PRESS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • February 14th, 2022 • Counter Press Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”) is made as of February 8, 2022, between Counter Press Acquisition Corporation, a Cayman Islands exempted company, with offices at 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 (“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”).

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Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 February 8, 2022 Counter Press Sponsor LLC 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 Ladies and Gentlemen:
Counter Press Acquisition Corp • February 14th, 2022 • Blank checks

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 Counter Press Acquisition Corporation’s (the “Company”) securities 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”), Counter Press Sponsor LLC shall, or shall cause its affiliates to, make available to the Company certain office space, utilities, secretarial support and other administrative support and services as may be required by the Company from time to time, situated at 1981 Marcus Avenue, Suite 227, Lake Success, NY 11042 (or any successor location). In exchange therefore, the Company shall pay Counter Press Sponsor LLC the sum of $10,000 per month on the Eff

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