RE: Securities Subscription AgreementSecurities Subscription Agreement • August 8th, 2024 • Mountain Lake Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into as of June 27, 2024 by and between Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Mountain Lake Acquisition Corp., a Cayman Island exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B Ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Underwriting Agreement between Mountain Lake Acquisition Corp. and BTIG, LLC Dated [ ], 2024 (the “Agreement”)Underwriting Agreement • November 25th, 2024 • Mountain Lake Acquisition Corp. • Blank checks • New York
The undersigned, Mountain Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2024 • Mountain Lake Acquisition Corp. • Blank checks
FORM OF PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • November 25th, 2024 • Mountain Lake Acquisition Corp. • Blank checks
RIGHTS AGREEMENTRights Agreement • November 25th, 2024 • Mountain Lake Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2024 between Mountain Lake Acquisition Corp., a Cayman Islands exempted company with limited liability, with office at 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV 89451 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
Mountain Lake Acquisition Corp. Incline Village, NV 89451 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 25th, 2024 • Mountain Lake 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 Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 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 right to receive one-tenth (1/10) of one Class A Ordinary Share (each, a “Right”). 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
INDEMNITY AGREEMENTIndemnification Agreement • November 25th, 2024 • Mountain Lake Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between Mountain Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2024 • Mountain Lake Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024, is made and entered into by and among Mountain Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mountain Lake Acquisition Sponsor LLC, a Delaware 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”).
