FORM OF REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of March 4, 2021, pursuant to which the Sponsor purchased an aggregate of 5,750,000 shares of the Companys Class B common stock, par value $0.0001 per share (the Founder Shares), up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised;
WHEREAS, in March 2021, the Company transferred 40,000 Founder Shares to each of its three independent director nominees and 35,000 Founder Shares to its Chief Financial Officer;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), at any time on a one-for-one basis, subject to adjustment as described adjacent to the caption Founder shares conversion and anti-dilution rights in the Prospectus included in the Registration Statement filed with the Securities and Exchange Commission on , 2021;
WHEREAS, on , 2021, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 9,000,000 warrants (or up to 10,050,000 warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Private Placement Warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 (subject to adjustment);
WHEREAS, in order to fund working capital deficiencies or finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into an additional 1,500,000 Private Placement Warrants (the Working Capital Warrants); and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.