6,200,000 Units Mana Capital Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th floor New York, New York 10019 As Representative of the Underwriters named on Schedule A hereto
MANA CAPITAL ACQUISITION CORP. WARRANT AGREEMENTWarrant Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 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”).
Mana Capital Acquisition Corp.Mana Capital Acquisition Corp. • November 10th, 2021 • Blank checks • New York
Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Mana Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,437,500 shares of Common Stock (the “Shares”), $0.00001 par value per share (the “Common Shares”), up to 187,500 shares of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __th day of ___, 2021, by and among Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Mana Capital Acquisition Corp. Suite #12490 Dover, DE 19901Letter Agreement • November 10th, 2021 • Mana 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 Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co., Inc., 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 7,130,000 of the Company’s units (including up to 930,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of (i) one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), (ii) one half of one redeemable warrant, (iii) one right to receive one-seventh of one share of Common Stock upon the consummation of an initial Business Combination (the “Rights”). Each whole warrant (each, a “Warrant”) entit
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____], 2021, by and between Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______, 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 AGREEMENTPrivate Placement Warrant Purchase Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of this ___ day of ________, 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 AGREEMENTStock Escrow Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 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 10019Mana Capital Acquisition Corp. • November 10th, 2021 • Blank checks • New York
SECOND AmendED and restateD subscription AgreementSubscription Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This second amended and restated subscription agreement (this “Agreement”) is dated as of November 9, 2021 (the “Effective Date”) and entered into by and between Mana Capital Acquisition Corp. (the “Company”) and Mana Capital LLC (the “Subscriber”) (each, a “Party” and collectively, the “Parties”), hereby amends and restates (i) that certain Securities Subscription Agreement entered into between the Parties as of June 22, 2021 (the “Original Agreement”) and (ii) that certain Amendment and Restatement of Subscription Agreement between the Parties as of September 22, 2021 (the “First Amendment”, and together with the Original Agreement, the “Prior Agreements”), pursuant to the following terms and conditions.
