AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [●] day of [●], 2021, is made and entered into by and among Better Therapeutics, Inc. (formerly known as Mountain Crest Acquisition Corp II), a Delaware corporation (the “Company”), each of the undersigned parties that are Pre-IPO Investors (as defined below), and each of the other stockholders of Better Therapeutics OpCo, Inc., a Delaware corporation (“OpCo”) whose names are listed on Exhibit A hereto (each a “OpCo Investor” and collectively the “OpCo Investors”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
LOCK-UP AGREEMENTLock-Up Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 6, 2021 by and between the undersigned stockholder (the “Holder”) and Mountain Crest Acquisition Corp. II, a Delaware corporation (“Parent”).
AGREEMENT AND PLAN OF MERGER by and among MOUNTAIN CREST ACQUISITION CORP. II, MCAD MERGER SUB Inc., and Better Therapeutics, Inc. Dated as of April 6, 2021Merger Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2021, is entered into by and among Mountain Crest Acquisition Corp. II, a Delaware corporation, (“Parent”), MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Better Therapeutics, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are used as defined in Section 10.13.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 6, 2021, by and between Mountain Crest Acquisition Corp. II, a Delaware corporation (“MCAD”), and the undersigned subscriber (the “Investor”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of April 6, 2021 (this “Support Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Better Therapeutics, Inc., a Delaware corporation (the “Company”) and Mountain Crest Acquisition Corp. II, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of April 6, 2021 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Better Therapeutics, Inc., a Delaware corporation (the “Company”) and Mountain Crest Acquisition Corp. II, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
