INDEMNITY AGREEMENTIndemnity Agreement • July 8th, 2021 • Millstreet Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Millstreet Capital Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 8th, 2021 • Millstreet Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Millstreet Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Millstreet Capital Acquisition Corp. 12,500,000 Units Underwriting AgreementUnderwriting Agreement • July 26th, 2021 • Millstreet Capital Acquisition Corp. • Blank checks • New York
Millstreet Capital Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Seaport Global Securities LLC is acting as representative (the “Representative”) an aggregate of 12,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,875,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters may purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
Millstreet Capital Acquisition Corp. Boston, MA 02116Millstreet Capital Acquisition Corp. • July 8th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 23, 2020 by and between Millstreet Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Millstreet Capital Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,593,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Millstreet Capital Acquisition Corp. 8th Floor Boston, Massachusetts 02116Letter Agreement • July 8th, 2021 • Millstreet Capital 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 among Millstreet Capital Acquisition Corp., a Delaware corporation (the “Company”), and Seaport Global Securities 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 14,375,000 of the Company’s units (including up to 1,875,000 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 (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “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
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • July 26th, 2021 • Millstreet Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Millstreet Capital Acquisition Corp., a Delaware corporation (the “Company”), Millstreet Capital Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and Seaport Global Securities LLC (“Seaport”) (the Sponsor, together with Seaport, 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”).
WARRANT AGREEMENTWarrant Agreement • July 26th, 2021 • Millstreet Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Millstreet Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • July 26th, 2021 • Millstreet Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Millstreet Capital Acquisition Corp., a Delaware corporation (the “Company”) and Seaport Global Securities LLC a (the “Purchaser”).
MILLSTREET CAPITAL ACQUISITION CORP.Millstreet Capital Acquisition Corp. • July 8th, 2021 • Blank checks • New York
This letter agreement by and between Millstreet Capital Acquisition Corp. (the “Company”) and Millstreet Capital Acquisition Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. [ ]) (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
