0001213900-20-042648 Sample Contracts

15,000,000 Units Ventoux CCM Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York

Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [________], 2020, by and among Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

INDEMNITY AGREEMENT
Indemnity Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_______], 2020, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).

WARRANT AGREEMENT
Warrant Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York

This Warrant Agreement (“Warrant Agreement”) is made as of _________, 2020, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York

This Agreement is made as of [______________], 2020 by and between Ventoux CCM Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

RIGHTS AGREEMENT
Rights Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of __________, 2020, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

Ventoux CCM Acquisition Corp.
Underwriting Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), one right to receive one-twentieth of one share of Common Stock, and one warrant, with each warrant being exercisable to purchase one-half of one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph [14] hereof.

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York

This STOCK ESCROW AGREEMENT, dated as of ________, 2020 (“Agreement”), by and among VENTOUX CCM ACQUISITION CORP., a Delaware corporation (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

VENTOUX CCM ACQUISITION CORP. 1 East Putnam Avenue, Floor 4 Greenwich, CT 06830
Ventoux CCM Acquisition Corp. • December 15th, 2020 • Blank checks

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Ventoux CCM Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Chardan Capital Markets, LLC (“Chardan”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1 East Putnam Avenue, Floor 4, Greenwich, CT 06830 (or any successor location). In exchange therefore, the Company shall pay Chardan a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the T

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