0001213900-24-109391 Sample Contracts

PRIVATE UNITS PURCHASE AGREEMENT
Private Units Purchase Agreement • December 16th, 2024 • Mountain Lake Acquisition Corp. • Blank checks
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INDEMNITY AGREEMENT
Indemnification & Liability • December 16th, 2024 • Mountain Lake Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 12, 2024, by and between Mountain Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 16th, 2024 • Mountain Lake Acquisition Corp. • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 12, 2024 by and between Mountain Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Underwriting Agreement between Mountain Lake Acquisition Corp. and BTIG, LLC Dated December 12, 2024 (the “Agreement”)
Underwriting Agreement • December 16th, 2024 • Mountain Lake Acquisition Corp. • Blank checks • New York

The undersigned, Mountain Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2024 • Mountain Lake Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2024, is made and entered into by and among Mountain Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).

Mountain Lake Acquisition Corp. Incline Village, NV 89451
Underwriting Agreement • December 16th, 2024 • Mountain Lake Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Mountain Lake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 24,150,000 of the Company’s units (including up to 3,150,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share (each, a “Right”). 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

RIGHTS AGREEMENT
Rights Agreement • December 16th, 2024 • Mountain Lake Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of December 12, 2024 between Mountain Lake Acquisition Corp., a Cayman Islands exempted company with limited liability, with office at 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV 89451 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).

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