0001104659-20-062770 Sample Contracts

5,000,000 Units Mountain Crest Acquisition Corp UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2020 • Mountain Crest Acquisition Corp. • Blank checks • New York

The undersigned, Mountain Crest Acquisition Corp, a Delaware company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, 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:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2020 • Mountain Crest Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the [●] day of [●], 2020, by and among Mountain Crest Acquisition Corp, 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 AGREEMENT
Form of Indemnity Agreement • May 15th, 2020 • Mountain Crest Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2020, by and between Mountain Crest Acquisition Corp, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).

RIGHTS AGREEMENT
Rights Agreement • May 15th, 2020 • Mountain Crest Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of ______, 2020 between Mountain Crest Acquisition Corp, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).

Mountain Crest Acquisition Corp New York, NY 10036
Underwriting Agreement • May 15th, 2020 • Mountain Crest Acquisition Corp. • Blank checks

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, a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, 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, $.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 AGREEMENT
Stock Escrow Agreement • May 15th, 2020 • Mountain Crest Acquisition Corp. • Blank checks • New York

This STOCK ESCROW AGREEMENT, dated as of _______, 2020 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP, a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“Escrow Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 15th, 2020 • Mountain Crest Acquisition Corp. • 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.

MOUNTAIN CREST ACQUISITION CORP 311 West 43rd Street, 12th Floor New York, NY 10036
Mountain Crest Acquisition Corp. • May 15th, 2020 • 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 (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”), Sunlight Global Investment LLC (“Sunlight”) 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 Sunlight a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter unt

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