6,200,000 Units Mana Capital Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 5th floor New York, New York 10019 As Representative of the Underwriters named on Schedule A hereto
MANA CAPITAL ACQUISITION CORP. WARRANT AGREEMENTWarrant Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 22, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 22nd day of November, 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”).
November 22, 2021Letter Agreement • November 26th, 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 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 22, 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 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 22, 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 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of this 19th day of November, 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 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of November 22, 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”).
