INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, New York 10004 Attn: Francis Wolf and Celeste Gonzalez
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2021, is made and entered into by and among Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), the qualified institutional buyers or institutional accredited investors listed under Anchor Investors on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 27, 2021, by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of July 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Mercury Ecommerce Sponsor Group I LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT betweenWarrant Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 27, 2021, is by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Mercury Ecommerce Acquisition Corp. 3737 Buffalo Speedway, Suite 1750 Houston, TX 77098Letter Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Needham & Company, LLC (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (including up to 2,625,000 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 (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “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 shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the
MERCURY ECOMMERCE ACQUISITION CORP.Mercury Ecommerce Acquisition Corp • August 2nd, 2021 • Blank checks • New York
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 Mercury Ecommerce Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mercury Sponsor Group I LLC (the “Sponsor”) shall take steps directly or indirectly to 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 3737 Buffalo Speedway, Suite 1750, Houston, Texas 77098 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing
