REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2019, is made and entered into by and among South Mountain Merger Corp., a Delaware corporation (the “Company”), South Mountain LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 31st, 2019 • South Mountain Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June ___, 2019 by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • May 31st, 2019 • South Mountain Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2019 by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June ___, 2019Warrant Agreement • May 31st, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June ___, 2019, is by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 31st, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2019 (this “Agreement”), is entered into by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and South Mountain LLC, a Delaware limited liability company (the “Purchaser”).
South Mountain Merger Corp. New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen:South Mountain Merger Corp. • May 31st, 2019 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among South Mountain Merger Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. 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.S. Secur
South Mountain Merger Corp. New York, NY 10153South Mountain Merger Corp. • May 31st, 2019 • Blank checks • New York
This letter agreement by and between South Mountain Merger Corp., a Delaware corporation (the “Company”) and BlueCrest Capital Management LP, a Guernsey limited partnership, acting through its general partner, BlueCrest Capital Management Limited (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on a national securities exchange (the “Listing Date”) 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 on Form S-1 (File No. 333- ) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
