MONTEREY CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, it its capacity as the Company’s transfer agent, as the “Transfer Agent”). The Company, the Warrant Agent and the Transfer Agent shall individually be referred to as a “Party” and collectively, as the “Parties”.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022, by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Monterey Capital Acquisition Corporation Boston, Massachusetts, 02116Monterey Capital Acquisition Corp • April 22nd, 2022 • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 6, 2021 by and between Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [______], 2022, is made and entered into by and among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor,” together with 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”).
INDEMNITY AGREEMENTIndemnity Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Monterey Capital Acquisition Corporation Monterey, CA 93940 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 22nd, 2022 • Monterey Capital 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 among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, 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 11,500,000 of the Company’s units (including up to 1,500,000 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”), one redeemable warrant and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per s
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_________], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
Monterey Capital Acquisition CorporationMonterey Capital Acquisition Corp • April 22nd, 2022 • Blank checks • New York
This letter agreement by and between Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Monterrey Acquisition 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 Global Market (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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTMENT AGREEMENTInvestment Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks • New York
This Investment Agreement (this “Agreement”), dated as of March __, 2022, is by and among (i) Monterey Capital Acquisition Corporation, a Delaware Corporation (the “SPAC”), (ii) Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company, (the “Sponsor”), and (iii) [●] (the “Investor”).
