FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
MERCATO PARTNERS ACQUISITION CORPORATION Suite 500 Cottonwood Heights, Utah 84121Mercato Partners Acquisition Corp • October 13th, 2021 • Blank checks • New York
Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Shares”). For the purposes of this agreement (this “Agreement”), references to “Shares” are to, collectively, the Class B Shares and shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares” shall be deemed to include any Class A Shares issued upon conversion of the Class B Shares comprising the Shares. The terms on which the Company is willing to issue the Shares to the Subscriber, and the Company and
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ 🌑 ], 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
FORM OF WARRANT AGREEMENT between MERCATO PARTNERS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders 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”).
Mercato Partners Acquisition Corporation Suite #500 Cottonwood Heights, Utah 84121 Attention: Greg Warnock Re: Initial Public Offering Ladies and Gentlemen:Mercato Partners Acquisition Corp • October 13th, 2021 • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 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 (“Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole 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 “P
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2021, is entered into by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Purchaser”).
MERCATO PARTNERS ACQUISITION CORPORATION a Delaware corporation 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
Mercato Partners Acquisition Company, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), in its capacity as the underwriter named in Schedule A hereto (the “Underwriter”), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriter of the number of units (the “Units”) of the Company set forth in Schedule A hereto, totaling 20,000,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 3,000,000 additional Units. Each Unit consists of one share of Class A common stock, par value $0.0001, of the Company (the “Class A Shares”) and one-half of one warrant of the Company where each whole warrant entitles the holder to purchase one Class A Share (the “Warrants”). The aforesaid 20,000,000 Units (the “Initial Securities”) to be purchased by t
Mercato Partners Acquisition Corporation Suite 500 Cottonwood Heights, Utah 84121Securities Subscription Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks
THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Securities Subscription Agreement, dated as of March 4, 2021 (the “Securities Subscription Agreement”), by and between Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), is made as of June 8, 2021 by and among the Subscriber and the Company. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Securities Subscription Agreement, as amended by this Amendment.
