NORTH MOUNTAIN MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [DATE]Warrant Agreement • August 14th, 2020 • North Mountain Merger Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [DATE] is by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
North Mountain Merger Corp. New York, NY 10153North Mountain Merger Corp. • August 14th, 2020 • New York
We are pleased to accept the offer North Mountain LLC (the “Subscriber” or “you”) has made to purchase 3,306,250 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 431,250 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of North Mountain Merger Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2020 • North Mountain Merger Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among North Mountain Merger Corp., a Delaware corporation (the “Company”), North 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 • August 14th, 2020 • North Mountain Merger Corp. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [DATE] by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 14th, 2020 • North Mountain Merger Corp. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE] by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • August 14th, 2020 • North Mountain Merger Corp. • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [DATE] (this “Agreement”), is entered into by and between North Mountain Merger Corp., a Delaware corporation (the “Company”), and North Mountain LLC, a Delaware limited liability company (the “Purchaser”).
North Mountain Merger Corp. New York, NY 10153North Mountain Merger Corp. • August 14th, 2020 • New York
This letter agreement by and between North 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”):
North Mountain Merger Corp. New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen:North Mountain Merger Corp. • August 14th, 2020
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 North Mountain Merger Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 13,225,000 of the Company’s units (including up to 1,725,000 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. Se
