UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2023
SPORTSMAP TECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40916 | 86-3938682 |
| (State or other jurisdiction
of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification Number) |
5353 WEST ALABAMA, SUITE 415
HOUSTON, texas 77056
(Address of principal executive offices and zip code)
(713) 479-5302
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name
of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
The information included in Item 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01 to the extent required herein.
Item 8.01 Other Events
On May 17, 2023, the Company entered into loan agreements (each, a “Loan Agreement”) with, and issued promissory notes (each, a “Note”) to, certain affiliates (the “Noteholders”) of the Company’s advisors and the Company’s sponsor, SportsMap, LLC (the “Sponsor”), under which the Noteholders provided loans to the Company in the aggregate amount of $1 million and the Company issued to each Noteholder a Note and a pro rata portion of 200,000 shares of the Company’s Founder Shares (as defined in that certain letter agreement, dated October 18, 2021, by and among the Company, the Sponsor and the initial stockholders of the Company). The Notes bear no interest and are repayable promptly following the closing of an initial business combination with a target business (as described in the Company’s initial public offering prospectus on Form S-1 dated October 18, 2021), subject to extension by the Company of the due date of up to 12 months in the event that the minimum cash transaction proceeds (as defined in the definitive agreement with respect to such business combination) are not met, or would not be met but for such extension.
In connection with the issuance of the Founder Shares, on May 17, 2023, the Company also entered into a letter agreement (the “Share Transfer Agreement”) with the holders of the Company’s Founder Shares, pursuant to which (i) the holders agreed to contribute their pro rata portion of 200,000 Founder Shares to the Company for issuance under the Loan Agreements, and (ii) the holders agreed to transfer their pro rata portion of up to an additional 300,000 Founder Shares for issuance in, and contingent on, any future similar loan arrangement.
The foregoing description of the Loan Agreements and the Share Transfer Agreement are subject to and qualified in their entirety by reference to the full text of the form of Loan Agreement and Share Transfer Agreement, copies of which are included as Exhibits 10.1 and Exhibit 10.2 hereto, respectively, and the terms of which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Loan Agreement | |
| 10.2 | Share Transfer Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPORTSMAP TECH ACQUISITION CORP. | ||
| Date: May 23, 2023 | By: | /s/ David Gow |
| Name: | David Gow | |
| Title: | Chairman & Chief Executive Officer | |
Exhibit 10.1
FORM OF LOAN AGREEMENT
This LOAN AGREEMENT (this “Agreement”) is made as of the __ day of [_______], 2023, by and between SportsMap Tech Acquisition Corp. (the “Company”) and [_______] (“Lender”).
1. Loan. Lender shall make a loan to the Company in an amount as set forth on the Promissory Note, attached hereto as Exhibit A (the “Promissory Note”). Lender shall tender to the Company an executed Loan Agreement with the loan amount by wire transfer, check, bank draft or money order in United States dollars to wire instructions delivered in writing by the Company in accordance with this Agreement. The terms of repayment of the loan are as set forth in the Promissory Note.
2. Company Equity. In consideration for the loan, Lender shall be entitled to receive from the Company [200,000] shares of the Company’s Founder Shares (as defined in that certain Letter Agreement, dated October 18, 2021, by and among the Company, SportsMap, LLC, Roth Capital Partners, LLC, and each of the officers, directors and initial stockholders of the Company (the “Letter Agreement”).
3. Representations and Warranties. The Lender hereby represents, warrants and agrees as follows:
| (a) | The Lender is an “accredited investor” as that term is defined in the federal securities laws. |
| (b) | The Lender has the financial ability to bear the substantial economic risk of the Lender’s investment in the Company (including its possible entire loss), has adequate means for providing for the Lender's current needs and personal contingencies, and has no need for liquidity with respect to such investment. |
| (c) | The Lender has reviewed the Letter Agreement, and acknowledges and understands the restrictions on transfer set forth therein, and agrees to be bound by such restrictions on transfer and such other terms and conditions as are applicable to the Founder Shares as set forth therein. |
| (d) | The Lender and the Lender's attorney, accountant and/or tax advisor (collectively, the “Advisors”) have conducted an independent investigation of the Company, received all documents requested by the Lender, have carefully reviewed them and understand the information contained therein, and the Lender and the Advisors, if any, have had access to the same kind of information which would be available in a registration statement filed by the Company under the Securities Act. The Lender acknowledges that all documents, records and books pertaining to the investment have been made available for inspection by the Lender and the Advisors. The Lender has been given no oral or written representations or assurances from the Company or any representative of the Company except as stated in this Loan Agreement. In evaluating the suitability of an investment in the Company, the Lender has not relied upon any representation or other information (oral or written) other than as stated in this Loan Agreement or as contained in documents or written answers to questions so furnished to the Lender or the Advisors by the Company. |
| (e) | The Lender, together with the Advisors, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable the Lender to utilize the information made available to the Lender in connection with this Loan Agreement to evaluate the merits and risks of an investment in the Company and to make an informed investment decision with respect thereto. The Lender is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic, business and related considerations of an investment in the Company, and the Lender has relied on the advice of, or has consulted with, only such Lender's own Advisors. |
4. Miscellaneous.
| (a) | This Agreement and the Promissory Note constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto. |
| (b) | Neither party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the parties and their respective successors, heirs and assigns and permitted transferees. |
| (c) | Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees. |
| (d) | This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. |
| (e) | This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| (f) | Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission to the address set forth in Section 9 of the Promissory Note. |
| (g) | This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware applicable to contracts made and to be performed entirely therein, without giving effect to its conflict of law principles. The parties hereby agree that any dispute which may arise between them arising out of or in connection with this Agreement shall be adjudicated before a court located in the State of Delaware and they hereby submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Loan Agreement or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth below or such other address as the Lender shall furnish in writing to the Company. THE LENDER AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LOAN AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. |
[Signature page follows]
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.
| COMPANY: | |
| SPORTSMAP TECH ACQUISITION CORPORATION |
| By: | ||
| Name: | ||
| Title: |
| LENDER: | |
| [_______] |
| By: | ||
| Name: | ||
| Title: |
EXHIBIT A
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: [$1,000,000] | Dated as of [_], 2023 |
SportsMap Tech Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order of [_______] (the “Payee”) the principal sum of [One Million Dollars ($1,000,000)] in lawful money of the United States of America, on the terms and conditions described below. All payments on this Promissory Note (this “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
| 1. | Principal. The principal balance of this Note shall be payable promptly after the date (the “Repayment Date”) on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in the Maker’s initial public offering prospectus on Form S-1 dated October 18, 2021 (the “Prospectus”)); provided that the Maker shall have the right to extend the Repayment Date for up to 12 months thereafter in the event that the minimum cash transaction proceeds (as described in the definitive agreement with respect to such Business Combination) are not met, or would not be met but for such extension. The principal balance may be prepaid at any time. |
| 2. | Interest. No interest shall accrue on the unpaid principal balance of this Note. |
| 3. | Non-Convertible; Non-Recourse. This Note shall not be convertible into any securities of Maker, and Payee shall have no recourse with respect to the Payee’s ability to convert this Note into any securities of Maker. |
| 4. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. |
| 5. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. | |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| 6. | Remedies. |
| (a) | Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee. |
| 7. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. |
| 8. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| 9. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |
If to Maker:
SportsMap Tech Acquisition Corp.
5353 West Alabama, Suite 415
Houston, TX 77056
Attn: David Gow
Email: david.gow@gowmedia.com
If to Payee:
[_______]
[_______]
[_______]
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
| 10. | Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 11. | Jurisdiction. The courts of the State of Delaware have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of Delaware. |
| 12. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
| 13. | Trust Waiver. The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business Combination, this Note shall be repaid only from amounts remaining outside of the trust account, if any. |
| 14. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. |
| 15. | Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. |
| 16. | Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Note. |
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.
| SPORTSMAP TECH ACQUISITION CORP. |
| By: | ||
| Name: David Gow | ||
| Title: Chief Financial Officer |
Accepted and Agreed:
[_______]
| By: | ||
| Name: | ||
| Title: |
[Signature Page to Promissory Note]
Exhibit 10.2
SportsMap Tech Acquisition Corp.
Attention: David Gow
May 17, 2023
Re: Assignment of Founder Shares
Ladies and Gentlemen:
This letter (this “Agreement”) is being delivered in connection with that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of December 5, 2022, by and among SportsMap Tech Acquisition Corp., a Delaware corporation (“SportsMap”), Infrared Cameras Holdings, Inc., a Delaware corporation (“ICI”), and ICH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SportsMap.
The undersigned are holders of Founder Shares (as defined in that certain Letter Agreement, dated October 18, 2021 (the “Letter Agreement”), by and among SportsMap, SportsMap, LLC (the “Sponsor”), Roth Capital Partners, LLC, and each of the officers, directors and initial stockholders of SportsMap) in SportsMap (the “Holders”). In order to induce investors to provide PIPE Financing (as defined in the Business Combination Agreement) or to commit to a non-redemption agreement, each Holder agrees with SportsMap and the Sponsor as follows:
1. Each Holder agrees that it shall, in accordance with the terms and conditions of this Agreement, in connection with any PIPE Financing or non-redemption agreement, transfer and assign to SportsMap (or such other Affiliate of SportsMap or any counterparty in any PIPE Financing SportsMap may designate (each, a “Financing Counterparty”)), for no consideration, such Holder’s Pro Rata Share of up to 500,000 Founder Shares (the “Transferred Shares”), such number to be determined by SportsMap in its sole discretion, as follows:
| (a) | SportsMap intends to assign and transfer 200,000 Transferred Shares to investors in connection with that certain Loan Agreement (such Transferred Shares, the “Initial Loan Shares”). Simultaneously with the execution and delivery of this Agreement, each Holder is executing and delivering to SportsMap (i) a Securities Transfer Agreement in the form attached hereto as Exhibit A (a “Transfer Agreement”) to effect the transfer of such Holder’s Pro Rata Share of the Initial Loan Shares to SportsMap for such purpose, and (ii) an Amendment to the Sponsor Letter Agreement, dated as of December 5, 2022, by and among SportsMap, ICI and the Holders, in the form attached hereto as Exhibit B (the “Sponsor Letter Agreement Amendment”), in which the parties thereto are waiving the transfer restrictions applicable to the Founder Shares set forth therein. |
| (b) | SportsMap shall have the right, upon written notice to the Holders, to cause the Holders to assign and transfer the remaining Transferred Shares in any amount up to an additional 300,000 Transferred Shares (the “Subsequent Financing Transferred Shares”), to any Financing Counterparty in a PIPE Financing or non-redemption agreement SportsMap may enter into prior to the closing of the transactions contemplated by the Business Combination Agreement. Each Holder shall have the obligation, promptly following delivery of any notice pursuant to this Section 1(c), to take any action as may be necessary to effect such assignment and transfer. |
“Pro Rata Share” means, with respect to a Holder, such number of Founder Shares held by such Holder divided by the total number of Founder Shares issued and outstanding as of the date hereof, each as set forth on Exhibit B.
2. Each Holder hereby authorizes SportsMap to take such actions as shall be necessary to evidence such transfer, including by causing to be updated the stock and warrant transfer records of SportsMap to reflect such transfers. By signing this Agreement, unless otherwise agreed to in writing by SportsMap, each Holder designates and appoints SportsMap its true and lawful representative and attorney-in-fact to make, execute, sign and deliver a Transfer Agreement and any other agreements or instruments as may be required to effect the transactions contemplated by Section 1(b). The foregoing grant of authority (i) is a special power of attorney coupled with an interest in favor of SportsMap and as such shall be irrevocable and shall survive the death or disability of a Holder that is a natural person or the merger, dissolution or other termination of the existence of a Holder that is a corporation, association, partnership, limited liability company or trust, and (ii) shall survive the assignment by the Holder of the whole or any portion of its interest, except that where the assignee of the whole thereof has furnished a power of attorney, this power of attorney shall survive such assignment for the sole purpose of enabling SportsMap to execute, acknowledge, file and deliver any instrument necessary to effect any permitted substitution of the assignee for the assignor as a Holder and shall thereafter terminate. Notwithstanding the foregoing, this power of attorney shall expire as to such Holder immediately after the closing of the transactions contemplated by the Business Combination Agreement, or the removal, withdrawal, bankruptcy or dissolution of SportsMap. This power of attorney shall be governed by and construed in accordance with the internal laws of the State of Delaware.
3. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.
4. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties; provided that, notwithstanding the foregoing, SportsMap shall be entitled to assign the right to receive any Transferred Shares to the Sponsor or any of its Affiliates. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on SportsMap and each Holder and each of their respective successors and permitted assigns to whom SportsMap transfers Transferred Shares in compliance with this Agreement. Any transfer made in contravention of this Agreement shall be null and void.
5. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware), for the purposes of any proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or any of the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum. Each party hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding claim, demand, action or cause of action against such party (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or any of the transactions contemplated hereby or any of the transactions contemplated thereby, (A) any claim that such party is not personally subject to the jurisdiction of the courts as described in this Section 5 for any reason, (B) that such party or such party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the proceeding, claim, demand, action or cause of action in any such court is brought against such party in an inconvenient forum, (y) the venue of such proceeding, claim, demand, action or cause of action against such party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such party in or by such courts. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in the books and records of SportsMap shall be effective service of process for any such proceeding, claim, demand, action or cause of action.
6. This Agreement may be executed and delivered (including by facsimile transmission or by electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Signature pages follow]
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.
| SPORTSMAP, LLC |
| By: | /s/ David Gow | |
| Name: David Gow | ||
| Title: Manager |
| /s/ BRADLEY W. BAKER | |
| BRADLEY W. BAKER |
| /s/ MATTHEW DAY | |
| MATTHEW DAY |
| /s/ STEVE DYER | |
| STEVE DYER |
| /s/ DAVID FARINA | |
| DAVID FARINA |
| /s/ KEVIN HARRIS | |
| KEVIN HARRIS |
| /s/ WILLIAM F. HARTFIEL III | |
| WILLIAM F. HARTFIEL III |
| /s/ DONALD RYAN HULSTRAND | |
| DONALD RYAN HULSTRAND |
| /s/ JOHN LIPMAN | |
| JOHN LIPMAN |
| /s/ JAMES ZAVORAL | |
| JAMES ZAVORAL |
| THE AMG TRUST ESTABLISHED 01/23/2007 |
| By: | /s/ Aaron M Gurewitz | |
| Name: Aaron M Gurewitz | ||
| Title: Trustee |
| BYRON ROTH LLC |
| By: | /s/ Byron Roth | |
| Name: Byron Roth | ||
| Title: Manager |
| CR FINANCIAL HOLDINGS, INC |
| By: | /s/ Gerald L Mars | |
| Name: Gerald L Mars | ||
| Title: CFO |
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.
| SPORTSMAP TECH ACQUISITION CORPORATION |
| By: | /s/ David Gow | |
| Name: David Gow | ||
| Title: CEO |
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.
| INFRARED CAMERAS HOLDINGS, INC. |
| By: | /s/ Gary Strahan | |
| Name: Gary Strahan | ||
| Title: Chief Executive Officer |
Exhibit A
FORM OF SECURITIES TRANSFER AGREEMENT
This SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made as of this ____ day of _______, 2023 by and between _________________ (“Holder”) and _____________ (“Transferee”).
WHEREAS, the Holder wishes to transfer _________ shares (the “Founder Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of SportsMap Tech Acquisition Corp. (the “Company”) to Transferee; and
WHEREAS, the Transferee has agreed to accept the Founder Shares subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
Delivery of the Founders Shares
Section 1.01 Delivery. Upon receipt of an executed copy of this Agreement, Holder will cause the Founder Shares to be delivered to the Transferee.
ARTICLE II
Waiver of Redemption Rights
Section 2.01 Waiver of Claims Against Trust Account; Waiver of Redemption Rights.
(a) The Transferee acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“Public Offering”) and from certain private placements occurring simultaneously with its Public Offering (including interest accrued from time to time thereon) for the benefit of the Company’s public shareholders and certain other parties. For and in consideration of the Holder donating the Founder Shares to the Transferee, the Transferee hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account as a result of entering into this Agreement, and shall not make any claim against the Trust Account as a result of entering into this Agreement, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Transferee hereby irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account with respect thereto.
(b) The Transferee acknowledges that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Transferee further waives, with respect to the Founder Shares held by it any redemption rights it may have in connection with the consummation of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business Combination”), including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of Common Stock. The Transferee also agrees to waive its redemption rights with respect to the Founder Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”), (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock sold in the Public Offering (the “Offering Shares”) if the Company does not complete a Business Combination in accordance with the Charter or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity.
ARTICLE III
Miscellaneous
Section 3.01 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.
Section 3.02 Governing Law. This Agreement shall for all purposes be deemed to be made under, and shall be construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware), for the purposes of any Proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or any of the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum.. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Section 3.03 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 3.04 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. Neither party shall assign this Agreement without the prior written consent of the other party.
Section 3.05 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transactions contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the parties hereto.
Section 3.06 Further Assurances; Third-Party Beneficiary. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm the rights, title or interest in or to the Founder Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide such assurances as may be necessary or desirable to vest, perfect or confirm any and all rights, title and interest in or to the Founder Shares or under or otherwise pursuant to this Agreement.
[Signature Page Follows]
9
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.
| Transferee |
| By: |
| Name: |
| Holder |
| By: |
| Name: |
The foregoing entities hereby acknowledge notice of this Agreement:
| SPORTSMAP TECH ACQUISITION CORP. |
| By: |
| Name: David Gow | |
| Title: Chief Executive Officer |