AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021, is made and entered into by and among North Mountain Merger Corp., a Delaware corporation (the “Company”), North Mountain LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of Corcentric, Inc., a Delaware corporation (“Corcentric”), set forth on the signature pages hereto (each such equityholder, a “Corcentric Holder” and, collectively, the “Corcentric Holders”) Doug Clark (the “Director Holder”) (each such party, together with the Sponsor, the Corcentric Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 6.9 of this Agreement, a “Holder” and collectively the “Holders”).
WHEREAS, the Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of September 17, 2020 (the “Original RRA”);
WHEREAS, the Company entered into that certain Agreement and Plan of Merger, dated as of the date hereof, (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, North Mountain Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub I”), North Mountain Merger Sub II, Inc., a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Corcentric;
WHEREAS, pursuant to the Merger Agreement, the Corcentric Holders will receive shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and Sponsor’s 3,306,250 shares of Class B common stock of the Company (the “Sponsor Shares”) will be converted to 3,306,250 shares of Common Stock;
WHEREAS, in connection with the Merger Agreement and the transactions contemplated thereby, the Company, Sponsor and Corcentric entered into that certain Share Vesting and Warrant Surrender Agreement, dated as of the date hereof, pursuant to which (i) Sponsor agreed to surrender 4,145,000 warrants, each exercisable to purchase one share of Common Stock, (ii) Sponsor received 1,400,000 shares of Common Stock (together with the Sponsor Shares, the “Founder Shares”), (iii) 2,603,126 of the Founder Shares will vest immediately upon consummation of the transactions contemplated by the Merger Agreement and (iv) 2,103,124 of the Founder Shares will remain subject to certain vesting and forfeiture conditions;
WHEREAS, in connection with the Merger Agreement and the transactions contemplated thereby, certain stockholders will purchase an aggregate of 5,000,000 shares of Common Stock and 2,500,000 warrants to purchase shares of Common Stock (the “Investor Securities”) in a transaction exempt from registration under the Securities Act pursuant to the respective Subscription Agreement, each dated as of the date hereof, entered into by and between the Company and each of the stockholders party thereto (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”);
WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor is a Holder in the aggregate of at least a majority-in-interest of the Registrable Securities as of the date hereof; and
WHEREAS, the Company and the Sponsor desire to amend and restate the Original RRA in its entirety and 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, effective as of the Closing.