Exhibit
10.5


 


FORM
OF SUBSCRIPTION AGREEMENT 


AMONG
THE REGISTRANT AND THE SPONSOR


 


Super
Plus Acquisition Corporation


800
3rd Avenue, Suite 2800,


New
York, NY 10022


 


Ladies
and Gentlemen:


 


Super
Plus Acquisition Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more
businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of
1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant
to a registration statement on Form S-1 (“Registration Statement”).


 


The
undersigned hereby commits that it will purchase 284,750 units (or up to 307,250 units if the over-allotment option is exercised in full
by Maxim Group LLC) of the Company (“Private Units”), each Private Unit consisting of one share of Class A common
stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), one-half of one warrant, each whole
warrant entitling the holder to purchase one share of Class A Common Stock (the “Warrants”), and one right to receive
one-tenth (1/10) of one share of Class A Common Stock (each a “Right”), at $10.00 per Private Unit, for a purchase
price of $2,847,500 (or up to $3,072,500 if the over-allotment option is exercised in full by Maxim Group LLC) (the “Private
Unit Purchase Price”).


 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase
Price to be delivered to the Company by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest
bearing account until the Company consummates the IPO.


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO. Simultaneously
with the consummation of the IPO, the Company shall deposit the Private Unit Purchase Price, without interest or deduction, into the
trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public shareholders as
described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from the date of this letter,
the Private Unit Purchase Price (without interest or deduction) will be returned to the undersigned.


 


The
Private Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 


	 	●	to vote
    the shares of Common Stock included in the Private Units in favor of any proposed Business Combination;


 


	 	●	not to
    propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect
    the substance or timing of the Company’s obligation to redeem 100% of the Company’s Common Stock sold in the IPO if the
    Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 21 months, as applicable),
    unless the Company provides the holders of shares of Class A Common Stock sold in the IPO with the opportunity to redeem their shares
    of Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
    of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s
    franchise and income taxes, divided by the number of then outstanding shares of Class A Common Stock sold in the IPO;


 






     


     


    

 


	 	●	not to
    convert any shares of Class A Common Stock included in the Private Units into the right to receive cash from the Trust Fund in connection
    with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended
    and Restated Certificate of Incorporation, and not to tender the Private Units in connection with a tender offer conducted prior
    to the closing of a Business Combination;


 


	 	●	the undersigned
    will not participate in any liquidation distribution with respect to the Private Units (but will participate in liquidation distributions
    with respect to any units or Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to
    consummate a Business Combination;


 


	 	●	the Private
    Units will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings
    or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be set forth in
    the Registration Statement.


 


Further,
the undersigned agrees that its Private Units, and any underlying securities are not transferable or salable until the completion of
the Company’s initial Business Combination, except in each case (a) to the Company’s officers or directors, any affiliates
or family members of any of the Company’s officers or directors, any affiliate of the undersigned, any members of the undersigned,
or any of their affiliates, officers, directors, direct and indirect equity holders, (b) in the case of an individual, by gift to a member
of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities
were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Company’s initial
Business Combination; or (g) by virtue of the laws of Delaware or the undersigned’s limited liability company agreement upon dissolution
of the undersigned, provided, however, that in the case of clauses (a) through (e), or (g) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions.


 


The
undersigned acknowledges and agrees that the purchaser of the Private Units will execute agreements in form and substance typical for
transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as
are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The
undersigned hereby represents and warrants that:


 


	 	(a)	it has
    been advised that the Private Units have not been registered under the Securities Act;


 


	 	(b)	it will
    be acquiring the Private Units for its account for investment purposes only;


 


	 	(c)	it has
    no present intention of selling or otherwise disposing of the Private Units in violation of the securities laws of the United States;


 


	 	(d)	it has
    had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting
    on its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(e)	it is
    familiar with the proposed business, management, financial condition and affairs of the Company;


 


	 	(f)	it has
    full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate
    the transactions contemplated in this letter; and


 


	 	(g)	this letter
    constitutes its legal, valid and binding obligation, and is enforceable against it.


 


This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private
Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral,
with respect to the same.


 






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	 	Very truly yours,
	 	 
	 	Super Plus Management LLC


 


	 	By:	 
	 	Name: 	Wei He
	 	Title:  	Manager


 


Accepted
and Agreed:


 


Super
Plus Acquisition Corporation


 


	By:	 	 
	 	Name: 	Long Yi	 
	 	Title:  	Chief Executive Officer	 


 






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Exhibit
A


 


Wire
Instructions


 


Bank
Name:


Bank
Address:

Account
Name:


Account
Number:


Routing/ABA
Number (Domestic Wires):


Swift
Code (Foreign Wire):


Note:


 


 


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