Exhibit 10.1 


 


November 4, 2021


 


Mountain &
Co. I Acquisition Corp.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807


 


	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
 “Underwriting Agreement”) entered into by and between Mountain & Co. I Acquisition Corp., a
Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as underwriter (the
 “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”),
of up to 20,000,000 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 of the Company’s Class A ordinary shares, par value $0.0001
per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each,
a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per
share, subject to adjustment as described in the Prospectus (as defined below). The Units will 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
U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed
on the Nasdaq Stock Market LLC. Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the Public Offering, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Mountain &
Co. I Sponsor LLC (the “Sponsor”) and the undersigned individuals, each of whom is, or will be, a member of
the Company’s board of directors and/or management team or an employee of the Company (each of the undersigned individuals, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


		1.	It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior written consent of the Sponsor.



 


		2.	The Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned
by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in
connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender
offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection
therewith.



 


		3.	The Sponsor and each Insider hereby agrees with the Company that in the event that the Company fails to consummate a Business Combination
within 15 months from the closing of the Public Offering (or up to 18 months from the closing of this offering if we extend the period
of time to consummate a Business Combination), or such later period approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the
Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest
earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ (as defined
below) rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject, in each case, to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agrees to not
propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with its initial business combination or to redeem 100% of the Offering Shares if the Company does not complete a Business
Combination within the required time period set forth in the Charter or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the
opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Offering Shares.



 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in
the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held
by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her, if
any, any redemption rights it, he or she may have in connection with (a) the consummation of a Business Combination, including, without
limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder
vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with its initial business combination or to redeem 100% of the Offering Shares if the Company has not consummated a Business
Combination within the time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares
(although the Sponsor and the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or
they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter). The undersigned
acknowledges and agrees that there will be no distribution from the Trust Account with respect to any warrants, all rights of which will
terminate on the Company’s liquidation.


 


		4.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target
business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction must be approved
by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm or an independent valuation or appraisal firm that such Business Combination is fair to the Company from a financial point
of view.



 


		5.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Underwriter, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the
Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants
or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares (but excluding Units and Ordinary Shares purchased
in the Public Offering or thereafter) owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares (including, but not limited to, Founder
Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply if the release or waiver
is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.



 






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		6.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”), which for purposes of clarification
shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned, agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any
and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims
by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.30 per Offering
Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.30 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, in each case,
less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the
Company’s indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
In the event that any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor shall not be responsible
to the extent of any liability for such third party claims. The Indemnitor shall have the right to defend against any such claim with
counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.



 


		7.	To the extent that the Underwriter does not exercise its over-allotment option to purchase up to an additional 3,000,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the number of Units purchased
by the Underwriter upon the exercise of its over-allotment option, and (ii) the denominator of which is 3,000,000. The forfeiture
will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriter so that the Founder Shares will
represent an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Class A
Ordinary Shares underlying the Warrants or Private Placement Warrants (as defined below)). The Initial Shareholders further agree that
to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share
repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain
the number of Founder Shares at 20% of the issued and outstanding Ordinary Shares upon the consummation of the Public Offering. In connection
with such increase or decrease in the size of the Public Offering, then (A) the references to 3,000,000 in the numerator and denominator
of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Class A Ordinary
Shares included in the Units issued in the Public Offering and (B) the reference to 750,000 in the formula set forth in the first
sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company
in order for the number of Founder Shares to be equal to an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares
after the Public Offering (not including Class A Ordinary Shares underlying the Warrants or Private Placement Warrants).



 






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		8.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 2, 3, 5, 6, 7, 9(a), 9(b) and
12, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.



 


		9.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary
Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business
Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Ordinary Shares equals
or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in
all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other
property (the “Founder Shares Lock-up Period”).



 


(b) The Sponsor and each Insider agrees that it, he or
she shall not Transfer any Private Placement Warrants, Working Capital Warrants or Extension Loan Warrants (or any Class A Ordinary
Shares underlying the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs
9(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Extension Loan Warrants and
the Class A Ordinary Shares underlying the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any
Insider or any of their permitted transferees (that have complied with this paragraph 9(c)), are permitted (a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor
or to any members of the Sponsor or any affiliates of such members and funds and accounts advised by such members; (b) in the case
of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of
an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement
or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at
which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an
initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, share exchange or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for
cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however,
that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the
Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions
relating to voting, the Trust Account and liquidating distributions).


 


		10.	Each of the Insiders who is or is nominated to be a director or officer of the Company agrees to serve in such capacity until the
earlier of the consummation by the Company of an initial Business Combination, the liquidation of the Company, or his or her removal,
death or incapacity. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked. For each Insider who is or is nominated to be a director or officer of the Company, such Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material
respects and does not omit any material information with respect to the Insider’s background. For each Insider who is or is nominated
to be a director or officer of the Company, such Insider’s questionnaire furnished to the Company is true and accurate in all respects.
The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities
in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it,
he or she is not currently a defendant in any such criminal proceeding.



 






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		11.	The Company agrees that, except as disclosed in the Prospectus, neither the Sponsor nor any Insider or employee, nor any affiliate
of the Sponsor or any Insider or employee of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting
fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services
rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction
that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion
of the initial Business Combination: repayment of a loan and advances up to an aggregate of $500,000 made to the Company by the Sponsor;
payment to the Sponsor for certain office space, utilities, secretarial and administrative support services provided to the Company and
other expenses and obligations of the Sponsor as may be reasonably required by the Company for a total up to $10,000 per month; reimbursement
for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;
and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate
of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial
Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital
held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are
used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option
of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and
exercise period.



 


		12.	The Company, the Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she is bound
(including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into
this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents
to being named in the Prospectus as an officer and/or director of the Company.



 


		13.	As used herein, (i) “Business Combination”
shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the
Company and one or more businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares
and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder
Shares” shall mean the 5,750,000 Class B Ordinary Shares issued and outstanding (up to 750,000 of which are subject
to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriter); (iv) “Initial
Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
Warrants” shall mean the 12,000,000 warrants (or 13,500,000 warrants if the over-allotment option is exercised in full)
that the Sponsor has agreed to purchase for an aggregate purchase price of $12,000,000 (or $13,500,000 if the over-allotment option is
exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering;
(vi) “Working Capital Warrants”
shall mean the warrants that may be issued in connection with financing the Company’s transaction costs in connection with a Business
Combination; (vii) “Extension Loan Warrants” shall mean the warrants that may be issued in connection with
an extension of the period of time the Company has to consummate a Business Combination as set forth in the Charter; (viii) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
shall be deposited; and (x) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).



 






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		14.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and
each Insider who is or is nominated to be a director or officer of the Company shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available pursuant to such policy or policies for any of the Company’s
directors or officers.



 


		15.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by (i) each Insider that is the subject of any such change, amendment, modification or waiver, (ii) the Sponsor and
(iii) the Company.



 


		16.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Company,
the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		17.	Except as provided for in paragraph 8, nothing in this Letter Agreement shall be construed to confer upon, or give to, any person
or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant,
condition, stipulation, promise or agreement hereof. Except as provided for in paragraph 8, all covenants, conditions, stipulations, promises
and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors,
heirs, personal representatives and assigns and permitted transferees.



 


		18.	This Letter Agreement may be executed in any number of original, facsimile or other electronic counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 


		19.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 






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		20.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that
such courts represent an inconvenient forum.



 


		21.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile or e-mail transmission.



 


		22.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by September 30, 2022; provided further that paragraph 6 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






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    Sincerely,

     

    MOUNTAIN & CO. I SPONSOR LLC

     

	 	By	
    /s/ Dr. Cornelius Boersch 

	 	 	Name: Dr. Cornelius Boersch
	 	 	Title: Director



 


	 	/s/ Dr. Cornelius Boersch
	 	Dr. Cornelius Boersch
	 	 
	 	/s/ Daniel Wenzel
	 	Daniel Wenzel
	 	 
	 	/s/ Alexander Hornung
	 	Alexander Hornung
	 	 
	 	/s/ Prof. Dr. Utz Claassen
	 	Prof. Dr. Utz Claassen
	 	 
	 	/s/ Miles Gilburne 
	 	Miles Gilburne
	 	 
	 	/s/ Winston Ma
	 	Winston Ma
	 	 
	 	/s/ Dr. Philipp Rösler 
	 	Dr. Philipp Rösler



 



 Acknowledged and Agreed:


 


MOUNTAIN & CO. I ACQUISITION CORP.




 


	By:	
    /s/ Dr. Cornelius Boersch 
	 
	 	Name: Dr. Cornelius Boersch	 
	 	Title: Chief Executive Officer 	 



 


[Signature
Page to Letter Agreement]