INDEMNITY AGREEMENTIndemnification Agreement • November 9th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 4, 2021, by and between MOUNTAIN & CO. I ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Philipp Rösler (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • November 9th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 4, 2021, by and between MOUNTAIN & CO. I ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Utz Claassen (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 9th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 4, 2021, is by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between MOUNTAIN & CO. I ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 9th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2021, is made and entered into by and among Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mountain & Co. I Sponsor LLC, a Cayman limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
Mountain & Co. I Acquisition Corp. Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 25th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registra
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 9th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
20,000,000 Units Mountain & Co. I Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you (the “Underwriter”) 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to you an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities and the Ordinary Shares and Warrants (each defined below) included as part of the Units, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 22 hereof.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 4th, 2023 • Mountain & Co. I Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 31, 2023, by and among Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of April 23, 2021, is made and entered into by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mountain & Co. Sponsor One LLP, a Cayman Islands limited liability partnership (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ContractShares Sale and Purchase Agreement • August 11th, 2023 • Mountain & Co. I Acquisition Corp. • Blank checks
The use of the following notation in this exhibit indicates that the confidential portion has been omitted pursuant to Item 601(b)(10)(iv) whereby certain identified information has been excluded because it is both not material and the type that the registrant treats as private or confidential: [redacted]
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among Futbol Club Barcelona, Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. Dated as of October 26, 2023Business Combination Agreement • October 26th, 2023 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware
This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 26, 2023, is made by and among Futbol Club Barcelona, a sport association (asociación deportiva) (“FCB”), Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”), and Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (“Mountain”). FCB, BP and Mountain shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 11th, 2023 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of August 11, 2023, by and among Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto under the heading “Sponsors” (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), the Persons set forth on Schedule II hereto (the “D&Os,” and, together with the Sponsors, the “Supporting Parties”) and Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company limited by shares (“Mountain SPAC”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ContractConsulting Agreement • August 11th, 2023 • Mountain & Co. I Acquisition Corp. • Blank checks
The use of the following notation in this exhibit indicates that the confidential portion has been omitted pursuant to Item 601(b)(10)(iv) whereby certain identified information has been excluded because it is both not material and the type that the registrant treats as private or confidential: [redacted]
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2024 • Mountain & Co. I Acquisition Corp. • Blank checks
This Amendment No. 3 (this “Amendment”), dated as of March 8, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Mountain & Co. I Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
Mountain & Co. I Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807Underwriting Agreement • November 9th, 2021 • Mountain & Co. I 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”) entered into by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registra
MOUNTAIN & CO. I ACQUISITION CORP. Wilmington, Delaware 19807Administrative Services Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Mountain & Co. I Acquisition Corp. (the “Company”) and Mountain & Co. I Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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) (such earlier date hereinafter referred to as the “Termination Date”):
MOUNTAIN & CO. I ACQUISITION CORP. Wilmington, Delaware 19807Administrative Services Agreement • November 9th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Mountain & Co. I Acquisition Corp. (the “Company”) and Mountain & Co. I Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 8th, 2023 • Mountain & Co. I Acquisition Corp. • Blank checks
THIS AMENDMENT NO.1, dated as of September 8, 2023, (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT, dated as of August 11, 2023 (the “Agreement”), by and among Futbol Club Barcelona, a sport association (asociación deportiva) (“FCB”), Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”), and Mountain & Co. I Acquisition Corp, a Cayman Islands exempted company (“Mountain”). FCB, BP and Mountain shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 15th, 2024 • Mountain & Co. I Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1, dated as of April 15, 2024 (this “Amendment”), to the AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT, dated as of October 26, 2023 (the “A&R Agreement”), is made and entered into by and among Futbol Club Barcelona, a sport association (asociación deportiva) (“FCB”), Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”), and Mountain & Co. I Acquisition Corp, a Cayman Islands exempted company (“Mountain”). FCB, BP and Mountain shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the A&R Agreement.
TERMINATION OF AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTTermination of Amended and Restated Business Combination Agreement • July 2nd, 2024 • Mountain & Co. I Acquisition Corp. • Blank checks
This Termination of Amended and Restated Business Combination Agreement, dated as of June 28, 2024 (this “Termination”), is made and entered into by and among Futbol Club Barcelona, a sport association (associación deportiva) (“FCB”), Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”) and Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (“Mountain”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Amended and Restated Business Combination Agreement, dated October 26, 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “A&R Business Combination Agreement”), by and among FCB, BP and Mountain. FCB, BP and Mountain are collectively referred to as the “Parties”, and each as a “Party”.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 7th, 2023 • Mountain & Co. I Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of February 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Mountain & Co. I Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of , 2021, is made and entered into by and between Mountain & Co. Sponsor One LLP, a Cayman Islands limited liability partnership (the “Seller”), Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”) and Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”).
