0001140361-21-019766 Sample Contracts

Contract
Registration Rights Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
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UNDERWRITING AGREEMENT
Underwriting Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

FORM OF WARRANTS PURCHASE AGREEMENT
Warrants Purchase Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • Delaware

THIS WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Mercury Ecommerce Sponsor Group I LLC, a Delaware limited liability company (the “Purchaser”).

FORM OF WARRANT AGREEMENT
Warrant Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Mercury Ecommerce Acquisition Corp., 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 as the “Transfer Agent”).

Mercury Ecommerce Acquisition Corp. Houston, TX 77098
Underwriting Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Needham & Company, LLC (“Needham”) (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (including up to 2,625,000 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 shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Compa

MERCURY ECOMMERCE ACQUISITION CORP.
Administrative Support Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • 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 Mercury Ecommerce Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mercury Sponsor Group I LLC (the “Sponsor”) shall take steps directly or indirectly to 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 3737 Buffalo Speedway, Suite 1750, Houston, Texas 77098 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing

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