WARRANT AGREEMENTWarrant Agreement • December 16th, 2021 • Mindset Growth Opportunities I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December [•], 2021, is by and between Mindset Growth Opportunities I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2021 • Mindset Growth Opportunities I Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Mindset Growth Opportunities I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 16th, 2021 • Mindset Growth Opportunities I Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Mindset Opportunities Growth I Corp., a Delaware corporation (the “Company”), and Mindset Growth Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 16th, 2021 • Mindset Growth Opportunities I Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December ___________, 2021, by and between Mindset Growth Opportunities I Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2021 • Mindset Growth Opportunities I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [●], 2021, is made and entered into by and among Mindset Growth Opportunities I Corp., a Delaware corporation (the “Company”), Mindset Growth Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the members of 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”).
MINDSET GROWTH OPPORTUNITIES I CORP.Mindset Growth Opportunities I Corp. • December 16th, 2021 • Blank checks • New York
We are pleased to accept the offer Mindset Growth Sponsor I LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), of Mindset Growth Opportunities I Corp., a Delaware corporation (the “Company”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, CITIGROUP GLOBAL MARKETS INC., MINDSET GROWTH SPONSOR I LLC, CERTAIN SECURITYHOLDERS AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANTForm of Letter Agreement • December 16th, 2021 • Mindset Growth Opportunities I Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mindset Growth Opportunities I Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (each, a “Unit”), each Unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Pub
FORM OF ADMINISTRATIVE SERVICES AGREEMENT MINDSET GROWTH OPPORTUNITIES I CORP. 77 Geary St., 5th Floor San Francisco, CA 94108Mindset Growth Opportunities I Corp. • December 16th, 2021 • Blank checks • New York
This letter agreement by and between Mindset Growth Opportunity I Corp. (the “Company”), [●] and Mindset Growth Sponsor I LLC (and/or its designee) (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
