0001104659-21-108866 Sample Contracts

20,000,000 Units Mountain & Co. I Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York
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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • August 24th, 2021 • Mountain & Co. I 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 Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

WARRANT AGREEMENT
Warrant Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (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”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • August 24th, 2021 • Mountain & Co. I 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 Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mountain & Co. I Sponsor LLC, a Cayman 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”).

FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between MOUNTAIN & CO. I ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).

Mountain & Co. I Acquisition Corp. Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • August 24th, 2021 • Mountain & Co. I 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 & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,000,000 of the Company’s units (including up to 3,000,000 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-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registra

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

MOUNTAIN & CO. I ACQUISITION CORP. Wilmington, Delaware 19807
Administrative Services Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • New York

This letter agreement (this “Agreement”) by and between Mountain & Co. I Acquisition Corp. (the “Company”) and Mountain & Co. I Sponsor LLC (the “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 Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 24th, 2021 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware

This Securities Purchase Agreement (this “Agreement”), effective as of , 2021, is made and entered into by and between Mountain & Co. Sponsor One LLP, a Cayman Islands limited liability partnership (the “Seller”), Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”) and Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Company”).

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