UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2020 • North Mountain Merger Corp. • Blank checks • New York
North Mountain Merger Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) is acting as representative, 11,500,000 units (the “Units”) of the Company (such units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,725,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not othe
NORTH MOUNTAIN MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 17, 2020Warrant Agreement • November 16th, 2020 • North Mountain Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 17, 2020 is by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
North Mountain Merger Corp. New York, NY 10153Securities Subscription Agreement • August 14th, 2020 • North Mountain Merger Corp. • New York
We are pleased to accept the offer North Mountain LLC (the “Subscriber” or “you”) has made to purchase 3,306,250 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 431,250 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of North Mountain Merger Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2020 • North Mountain Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2020, is made and entered into by and among North Mountain Merger Corp., a Delaware corporation (the “Company”), North Mountain LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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”).
North Mountain Merger Corp. New York, NY 10153Underwriting Agreement • September 24th, 2020 • North Mountain Merger 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 among North Mountain Merger Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 13,225,000 of the Company’s units (including up to 1,725,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Se
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2020 • North Mountain Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 17, 2020 by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification & Liability • September 24th, 2020 • North Mountain Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 17, 2020 by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and Robert L. Metzger (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • September 24th, 2020 • North Mountain Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 17, 2020 by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and Nicholas Dermatas (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2020 • North Mountain Merger Corp. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [DATE] by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • September 24th, 2020 • North Mountain Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 17, 2020 (this “Agreement”), is entered into by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and North Mountain LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • August 14th, 2020 • North Mountain Merger Corp. • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [DATE] (this “Agreement”), is entered into by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and North Mountain LLC, a Delaware limited liability company (the “Purchaser”).
North Mountain Merger Corp. New York, NY 10153Administrative Services Agreement • September 24th, 2020 • North Mountain Merger Corp. • Blank checks • New York
This letter agreement by and between North Mountain Merger Corp., a Delaware corporation (the “Company”) and BlueCrest Capital Management LP, a Guernsey limited partnership, acting through its general partner, BlueCrest Capital Management Limited (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on a national securities exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-246328) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 United States T +1 212 446 4800 Facsimile: +1 713 836 3601Merger Agreement • March 24th, 2022 • North Mountain Merger Corp. • Services-prepackaged software
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2022 • North Mountain Merger Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021, is made and entered into by and among North Mountain Merger Corp., a Delaware corporation (the “Company”), North Mountain LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of Corcentric, Inc., a Delaware corporation (“Corcentric”), set forth on the signature pages hereto (each such equityholder, a “Corcentric Holder” and, collectively, the “Corcentric Holders”) Doug Clark (the “Director Holder”) (each such party, together with the Sponsor, the Corcentric Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 6.9 of this Agreement, a “Holder” and collectively the “Holders”).
AGREEMENT AND PLAN OF MERGER dated as of December 9, 2021 by and among NORTH MOUNTAIN MERGER CORP., NORTH MOUNTAIN MERGER SUB INC., NORTH MOUNTAIN MERGER SUB II, LLC, and CORCENTRIC, INC.Merger Agreement • December 10th, 2021 • North Mountain Merger Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 9, 2021, is entered into by and among North Mountain Merger Corp., a Delaware corporation (“Acquiror”), North Mountain Merger Sub Inc., a Delaware corporation (“Merger Sub I”), North Mountain Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”) and Corcentric, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
SHARE VESTING AND WARRANT SURRENDER AGREEMENTShare Vesting and Warrant Surrender Agreement • January 7th, 2022 • North Mountain Merger Corp. • Blank checks • Delaware
This Share Vesting and Warrant Surrender Agreement (this “Agreement”) is entered into as of December 9, 2021, by and between North Mountain Merger Corp., a Delaware corporation (“NMMC”), North Mountain LLC, a Delaware limited liability company (the “Sponsor”), and Corcentric, Inc., a Delaware corporation (the “Company”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement (as defined below).
Corcentric, Inc. 200 Lake Drive East Cherry Hill, NJ 08002 North Mountain Merger Corp. 767 Fifth Avenue, 9th Floor New York, New York 10153Termination of the Merger Agreement • August 29th, 2022 • North Mountain Merger Corp. • Services-prepackaged software
Reference is made to that certain Agreement and Plan of Merger, dated as of December 9, 2021 (the “Merger Agreement”), by and among Corcentric, Inc. (the “Company”), North Mountain Merger Corp. (“Acquiror”), North Mountain Merger Sub Inc. and North Mountain Merger Sub II, LLC. Capitalized terms used herein shall have the same meaning as ascribed to them in the Merger Agreement.
