22,500,000 Units South Mountain Merger Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
South Mountain Merger Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) is acting as representative, 22,500,000 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 the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not othe
SOUTH MOUNTAIN MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 19, 2019Warrant Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 19, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 19, 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 • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 19, 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 AGREEMENTIndemnification & Liability • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2019 by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Robert L. Metzger (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2019 by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and Nicholas Dermatas (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 19, 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 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • June 25th, 2019 • South Mountain Merger Corp. • Blank checks • New York
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 25,875,000 of the Company’s units (including up to 3,375,000 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 10153Administrative Services Agreement • June 25th, 2019 • South Mountain Merger Corp. • 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. 333-231881) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
