0001553350-21-001109 Sample Contracts

6,200,000 Units Mana Capital Acquisition Corp UNDERWRITING AGREEMENT
Underwriting Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York

Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 5th floor New York, New York 10019 As Representative of the Underwriters named on Schedule A hereto

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MANA CAPITAL ACQUISITION CORP. WARRANT AGREEMENT
Warrant Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 22, 2021, is by and between Mana Capital Acquisition Corp., 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, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).

RIGHTS AGREEMENT
Rights Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of November 22, 2021 between Mana Capital Acquisition Corp., 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”).

PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT
Private Placement Warrant Purchase Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York

This WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of this 19th day of November, 2021, by and between Mana Capital Acquisition Corp., a Delaware company (the “Company”), having its principal place of business at 8 The Green, Suite #12490, Dover, Delaware 19901 and Mana Capital LLC, a Delaware limited liability (the “Purchaser”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of November 22, 2021 (“Agreement”), by and among MANA CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), MANA CAPITAL LLC, a Delaware limited liability company and a stockholder of the Company (“Sponsor”), JONATHAN INTRATER (“Intrater”), ALLAN LIU (“Liu”), LOREN MORTMAN (“Mortman”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th floor New York, New York 10019 November 22, 2021
Mana Capital Acquisition Corp. • November 26th, 2021 • Blank checks • New York

This is to confirm our agreement (this “Agreement”) whereby Mana Capital Acquisition Corp, a Delaware corporation (“Company”), has requested Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and I-Bankers Securities, Inc. (“I-Bankers”, and together with Ladenburg the “Advisors”) to assist it in connection with the Company effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-260360) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

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