5,000,000 Units Mountain Crest Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
The undersigned, Mountain Crest Acquisition Corp. II, a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the 7th day of January, 2021, by and among Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company”), and Suying Liu (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 7, 2021 between Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
January 7, 2021Underwriting Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
