5,000,000 Units Mountain Crest Acquisition Corp. IV UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Mountain Crest Acquisition Corp. IV • Blank checks • New York
The undersigned, Mountain Crest Acquisition Corp. IV, a Delaware corporation (the “Company”), hereby confirms its agreement with Network 1 Financial Securities, Inc. (hereinafter referred to as “you”, “Network1”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Mountain Crest Acquisition Corp. IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the 29th day of June, 2021, by and among Mountain Crest Acquisition Corp. IV, a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 2nd, 2021 • Mountain Crest Acquisition Corp. IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 29, 2021, by and between Mountain Crest Acquisition Corp. IV, a Delaware corporation (the “Company”), and the undersigned directors and officers if the Company (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • July 2nd, 2021 • Mountain Crest Acquisition Corp. IV • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 29, 2021 between Mountain Crest Acquisition Corp. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 30th floor, 1 State Street, New York, New York 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2021 • Mountain Crest Acquisition Corp. IV • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
June 29, 2021Mountain Crest Acquisition Corp. IV • July 2nd, 2021 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Mountain Crest Acquisition Corp. IV, a Delaware corporation (the “Company”), and Network 1 Financial Securities, Inc., as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 2nd, 2021 • Mountain Crest Acquisition Corp. IV • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of June 29, 2021 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP. IV, a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a limited purpose trust company (“Escrow Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2022 • Mountain Crest Acquisition Corp. IV • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) effective as of [●] day of [●] 2022, is made and entered into by and among the Pubco (as defined below) and each of the undersigned parties that are the Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (together with the Pre-IPO Investors, the “Investors”).
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 2023 • Mountain Crest Acquisition Corp. IV • Blank checks
This Amendment, dated as of March 1, 2023 (the “Amendment”), is entered into by and among Mountain Crest Acquisition Corp. IV, a Delaware corporation (“SPAC”), CH AUTO Inc., a Cayman Islands exempt company (“Pubco”), CH-AUTO Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco (“Company Merger Sub”), and CH-AUTO TECHNOLOGY CORPORATION LTD. (北京长城华冠汽车科技股份有限公司), a company organized under the Laws of the PRC (the “Company”), and amends that certain Amended and Restated Agreement and Plan of Merger, dated as of December 23, 2022, by and among SPAC, Pubco, Company Merger Sub and the Company (as amended or otherwise modified prior to the date hereof, the “Agreement”). SPAC, Pubco, Company Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
MOUNTAIN CREST ACQUISITION CORP. IV 311 West 43rd Street, 12th Floor New York, NY 10036 June 29, 2021Mountain Crest Acquisition Corp. IV • July 2nd, 2021 • 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 the securities of Mountain Crest Acquisition Corp. IV (the “Company”) 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”), Mountain Crest Holdings IV LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 311 West 43rd Street, 12th Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter u
AGREEMENT AND PLAN OF MERGER by and among MOUNTAIN CREST ACQUISITION CORP. IV, CH AUTO INC., CH-AUTO MERGER SUB CORP., and CH-AUTO TECHNOLOGY CORPORATION LTD. Dated as of April 30, 2022Agreement and Plan of Merger • May 3rd, 2022 • Mountain Crest Acquisition Corp. IV • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 30, 2022, is entered into by and among Mountain Crest Acquisition Corp. IV, a Delaware corporation (“SPAC”), CH AUTO Inc., a Cayman Islands exempt company (“Pubco”), CH-AUTO Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco (“Company Merger Sub”), and CH-AUTO TECHNOLOGY CORPORATION LTD. (北京长城华冠汽车科技股份有限公司), a company organized under the Laws of the PRC (the “Company”). SPAC, Pubco, Company Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are used as defined in Section 10.14.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • May 3rd, 2022 • Mountain Crest Acquisition Corp. IV • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of April 30, 2022 (this “Support Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), CH AUTO Inc., a Cayman Islands exempted company (“Pubco”), CH-AUTO TECHNOLOGY CORPORATION LTD., a company organized under the laws of the People’s Republic of China (the “Company”), and Mountain Crest Acquisition Corp. IV, a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • May 3rd, 2022 • Mountain Crest Acquisition Corp. IV • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2022, by and among the undersigned (the “Holder”), CH AUTO Inc. (“Pubco”) and Mountain Crest Acquisition Corp. IV, a Delaware corporation (“SPAC”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MOUNTAIN CREST ACQUISITION CORP. IV, CH AUTO INC., CH-AUTO MERGER SUB CORP., and CH-AUTO TECHNOLOGY CORPORATION LTD. Dated as of December 23, 2022Amended and Restated Agreement and Plan of Merger • December 23rd, 2022 • Mountain Crest Acquisition Corp. IV • Blank checks • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 23, 2022, is entered into by and among Mountain Crest Acquisition Corp. IV, a Delaware corporation (“SPAC”), CH AUTO Inc., a Cayman Islands exempt company (“Pubco”), CH-AUTO Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco (“Company Merger Sub”), and CH-AUTO TECHNOLOGY CORPORATION LTD. (北京长城华冠汽车科技股份有限公司), a company organized under the Laws of the PRC (the “Company”). SPAC, Pubco, Company Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties.” Certain terms used in this Agreement are used as defined in Section 10.14.
SPAC STOCKHOLDER SUPPORT AGREEMENTSpac Stockholder Support Agreement • May 3rd, 2022 • Mountain Crest Acquisition Corp. IV • Blank checks
This SPAC STOCKHOLDER SUPPORT AGREEMENT, dated as of April 30, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), CH AUTO Inc., a Cayman Islands exempted company (“Pubco”), CH-AUTO TECHNOLOGY CORPORATION LTD., a company organized under the laws of the People’s Republic of China (the “Company”) and Mountain Crest Acquisition Corp. IV, a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
