INDEMNITY AGREEMENTIndemnity Agreement • November 8th, 2021 • Mercato Partners Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 3, 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Scott Klossner (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 8th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
MERCATO PARTNERS ACQUISITION CORPORATION Suite 500 Cottonwood Heights, Utah 84121Mercato Partners Acquisition Corp • October 13th, 2021 • Blank checks • New York
Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Shares”). For the purposes of this agreement (this “Agreement”), references to “Shares” are to, collectively, the Class B Shares and shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares” shall be deemed to include any Class A Shares issued upon conversion of the Class B Shares comprising the Shares. The terms on which the Company is willing to issue the Shares to the Subscriber, and the Company and
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ 🌑 ], 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
WARRANT AGREEMENT between MERCATO PARTNERS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 8th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 3, 2021, is by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (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”).
November 3, 2021 Mercato Partners Acquisition Corporation Suite #500 Cottonwood Heights, Utah 84121 Attention: Greg Warnock Re: Initial Public Offering Ladies and Gentlemen:Mercato Partners Acquisition Corp • November 8th, 2021 • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 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 share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “P
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 8th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 3, 2021, is entered into by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Purchaser”).
MERCATO PARTNERS ACQUISITION CORPORATION a Delaware corporation 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • Mercato Partners Acquisition Corp • Blank checks • New York
Mercato Partners Acquisition Company, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), in its capacity as the underwriter named in Schedule A hereto (the “Underwriter”), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriter of the number of units (the “Units”) of the Company set forth in Schedule A hereto, totaling 20,000,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 3,000,000 additional Units. Each Unit consists of one share of Class A common stock, par value $0.0001, of the Company (the “Class A Shares”) and one-half of one warrant of the Company where each whole warrant entitles the holder to purchase one Class A Share (the “Warrants”). The aforesaid 20,000,000 Units (the “Initial Securities”) to be purchased by t
BUSINESS COMBINATION AGREEMENT by and amongBusiness Combination Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT is made and entered into as of February 26, 2023 (this “Agreement”), by and among Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Nuvini Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with the Company and New PubCo, the “Company Parties”), and Mercato Partners Acquisition Corporation, a Delaware corporation (“SPAC”). Each Company Party and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein without definition have the meanings set forth in Article I.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2023 by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), and each of the stockholder parties identified on Exhibit A hereto (together with any other Person who, following the effective date of this Agreement, enters into a joinder to this Agreement substantially in the form of Exhibit B hereto with New PubCo and is designated as a “Holder” for purposes of this Agreement, each, a “Holder” and collectively, the “Holders”). New PubCo and each Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), certain parties set forth on Exhibit A hereto (such parties, together with the Sponsor, the “Sponsor Parties” and individually, a “Sponsor Party”), and certain former shareholders of Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), listed on Exhibit B hereto (such stockholders, the “Nuvini Holders” and, collectively with each Sponsor Party and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.9 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Com
FORM OF] SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2023 • Mercato Partners Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September ___, 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2023 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 3, 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of ___________, 2023 by and among all of the shareholders of Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct subsidiary of the Company’s shareholders (the “Company”), all of whom are set forth on Schedule 1 attached hereto (each such shareholder, a “Company Shareholder” and collectively, the “Company Shareholders”) and Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”). Each Company Shareholder and New PubCo are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
Mercato Partners Acquisition Corporation Suite 500 Cottonwood Heights, Utah 84121Securities Subscription Agreement • October 13th, 2021 • Mercato Partners Acquisition Corp • Blank checks
THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Securities Subscription Agreement, dated as of March 4, 2021 (the “Securities Subscription Agreement”), by and between Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), is made as of June 8, 2021 by and among the Subscriber and the Company. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Securities Subscription Agreement, as amended by this Amendment.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 26, 2023, by and among Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), the Persons listed on Schedule I hereto (together with the Sponsor, each, a “Stockholder” and, collectively, the “Stockholders”), Mercato Partners Acquisition Corporation, a Delaware corporation (“SPAC”), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”). Sponsor, the Stockholders, SPAC, the Company and New PubCo are each sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
This Shareholder Voting and Support Agreement (this “Shareholder Agreement”) is dated as of February 26, 2023, by and among, Heru Investment Holdings Ltd. (the “Stockholder”), Mercato Partners Acquisition Corporation, a Delaware corporation (“SPAC”), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
