EX-10.2





 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 3, 2021, by and between
Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-260219 (the
“Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists 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 whole warrant entitling the holder thereof to
purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared effective on or prior to the date hereof by the U.S. Securities and Exchange Commission; and 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities,
Inc., as the underwriter (the “Underwriter”) named therein; and 
 WHEREAS, as described in the Prospectus,
$203,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $233,450,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered to the
Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the shares of Common Stock included in the Units
issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000 or $8,050,000 if the Underwriter’s
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriter upon and concurrently with the consummation of the initial Business Combination (as
defined below) (the “Deferred Discount”); 
 WHEREAS, simultaneously with the Offering, the Company’s sponsor
will purchase 9,000,000 warrants (“Private Placement Warrants”) from the Company for an aggregate purchase price of $9,000,000 (and additional amounts of Private Placement Warrants from the Company if the Underwriter
exercises its over-allotment option, up to 10,050,000 Private Placement Warrants for an aggregate purchase price of $10,050,000 if the Underwriter’s over-allotment option is exercised in full); and 

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property. 
 NOW THEREFORE, IT IS AGREED: 












 1.    Agreements and Covenants of Trustee. The Trustee hereby agrees and
covenants to: 
 (a)    Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement
in the Trust Account established by the Trustee located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by the
Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; 

(b)    Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; 

(c)    In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United
States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3)
and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company;
the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while the account funds are
invested or uninvested, the Trustee may earn bank credits or other considerations; 
 (d)    Collect and receive, when
due, all principal, interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein; 

(e)    Promptly notify the Company and the Underwriter of all communications received by the Trustee with respect to any
Property requiring action by the Company; 
 (f)    Supply any necessary information or documents as may be requested by
the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial
statements by the Company’s auditors; 
 (g)    Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed by the Company to do so; 
 (h)    Render to
the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account; 

(i)    Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance
with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its
Chief Executive Officer, Chief Financial Officer, Secretary or Chair of the Board of Directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account, including interest earned on the invested funds held in the Trust Account (net of taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only
as directed in the Termination Letter 

  
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and the other documents referred to therein, or (y) the later of (1) 15 months after the closing of the Offering or (2) the three-month extension period in accordance with the
Company’s second amended and restated certificate of incorporation, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the investment funds held in the Trust Account (net of taxable payable and less up to
$100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount
per share initially deposited in the Trust Account; 
 (j)    Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the
Property requested by the Company to cover any tax obligations owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds
transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; so long as there is no reduction in the principal amount per share initially deposited in the
Trust Account; provided, further, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of
Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property
shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request; 
 (k)    Upon written request from the Company, which may be given from time to time in a form substantially
similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of
Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such
time as is described in the Company’s amended and restated certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business
Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and 


  
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 (l)    Not make any withdrawals or distributions from the Trust Account
other than pursuant to Sections 1(i), (j) or (k) above. 
 2.    Agreements and Covenants of
the Company. The Company hereby agrees and covenants to: 
 (a)    Give all instructions to the Trustee hereunder in
writing, signed by the Company’s Chair of the Board, Chief Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), (j) and
(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; 

(b)    Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and
against any and all documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property,
except for expenses and losses resulting from the Trustee’s or its representatives’ gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld; provided, further, that the Company
may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take action to mount such a defense. The Company may participate in such action with its own counsel; 

(c)    Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance
fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is
distributed to, or on behalf of, the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of
the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in
Section 2(b) hereof; 
 (d)    In connection with any vote of the Company’s stockholders
regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”) or to approve an
amendment to the Certificate of Incorporation of the nature described in Section 

  
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1(k), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination or
such amendment, as the case may be; 
 (e)    Provide the Underwriter with a copy of any Termination Letter(s) and/or
any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 

(f)    Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from
instructing the Trustee to make any distributions that are not permitted under this Agreement; 
 (g)    Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form attached hereto as Exhibit A that the Deferred Discount be
paid directly to the account or accounts directed by the Underwriter; and 
 (h)    Within four (4) business days
after the Underwriter’s exercise of the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in
no event be less than $7,000,000 (or $8,050,000 if the Underwriter’s over-allotment option is exercised in full). 

3.    Limitations of Liability. The Trustee shall have no responsibility or liability to: 

(a)    Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document
other than this Agreement and that which is expressly set forth herein; 
 (b)    Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party under this Agreement except for liability arising out of the Trustee’s or its representatives’ gross
negligence, fraud or willful misconduct; 
 (c)    Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; 
 (d)    Change the
investment of any Property, other than in compliance with Section 1 hereof; 
 (e)    Refund
any depreciation in principal of any Property; 
 (f)    Assume that the authority of any person designated by the
Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 

  
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 (g)    The Company or to anyone else for any action taken or omitted by
it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s or its representatives’ gross negligence, fraud or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(h)    Verify the accuracy of the information contained in the Registration Statement; 

(i)    Provide any assurance that any Business Combination entered into by the Company or any other action taken by the
Company is as contemplated by the Registration Statement; 
 (j)    File information returns with respect to the Trust
Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; 

(k)    Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income
generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j)
hereof; or 
 (l)    Verify calculations, qualify or otherwise approve the Company’s written requests for
distributions pursuant to Sections 1(i), (j) and (k) hereof. 
 4.    Trust Account
Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies, securities or other property in, the Trust Account,
and hereby irrevocably waives any Claim to, or to any monies, securities or other property in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies,
securities or other property in the Trust Account. 
 5.    Termination; Replacement of Trustee. This Agreement shall terminate
as follows: 
 (a)    If the Trustee gives written notice to the Company that it desires to resign under this Agreement,
the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been
appointed by the 

  
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Company and has agreed to become subject to the terms of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise
electing to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust
Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or 
 (b)    At such time that the Trustee has completed the liquidation of the Trust Account and
its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 2(b). 
 6.    Miscellaneous. 

(a)    The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below
with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s or its
representatives’ gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds. 

(b)    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall
constitute an original, and together shall constitute but one instrument. 
 (c)    This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment
will affect any Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with a stockholder vote to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or
modified (other than to correct a typographical error) by a writing signed by each of the parties hereto. 

  
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 (d)    The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY. 
 (e)    Any notice, consent or request to be given in connection with any of the terms or provisions of
this 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 by electronic mail: 

if to the Trustee, to: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 
 New
York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez 

Email: fwolf@continentalstock.com 

Email: cgonzalez@continentalstock.com 

if to the Company, to: 
 Mercato
Partners Acquisition Corporation 
 2750 E. Cottonwood Parkway 

Suite 500 
 Cottonwood Heights,
Utah 84121 
 Attn: Scott Klossner 

E-mail: sklossner@mercatopartners.com 

in each case, with copies to: 

Latham & Watkins LLP 

650 Town Center Drive, 20th Floor 

Costa Mesa, CA 92626 
 Attn: Drew
Capurro 
 E-mail: drew.capurro@lw.com 

Latham & Watkins LLP 

811 Main Street, Suite 3700 

Houston, TX 77002 
 Attn: Ryan J.
Maierson 
 E-mail: ryan.maierson@lw.com 

If to the Underwriter, to: 
 BofA
Securities, Inc. 
 One Bryant Park 

  
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 New York, New York 10036 

Facsimile: (646) 855-3073 

Attn: Syndicate Department 
 with
a copy to: 
 Facsimile: (212) 230-8730 

Attn: ECM Legal 
 and 

Sidley Austin LLP 
 787 Seventh
Avenue 
 New York, New York 10019 

Attn: Edward F. Petrosky, Esq. 
 E-mail: epetrosky@sidley.com 
 (f)    Each of the Company and the Trustee hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

(g)    This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to
the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 

(h)    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof. 

(i)    Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third party
beneficiary of this Agreement. 
 (j)    Except as specified herein, no party to this Agreement may assign its rights or
delegate its obligations hereunder to any other person or entity. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	CONTINENTAL STOCK TRANSFER &
  TRUST COMPANY, as Trustee
		
	By:	 	 /s/ Francis Wolf

	Name:	 	Francis Wolf
	Title:	 	Vice President
	
	MERCATO PARTNERS ACQUISITION   CORPORATION
		
	By:	 	 /s/ Scott Klossner

	Name:	 	Scott Klossner
	Title:	 	Chief Financial Officer














 SCHEDULE A 
  

							
	 Fee Item
	  	 Time and method of payment
	  	Amount	 
	Initial set-up fee	  	Initial closing of Offering by wire transfer	  	$	3,500.00	 
	Trustee administration fee	  	First year, initial closing of Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check	  	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	  	Billed to Company following disbursement made to Company under Section 1	  	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	  	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	  	 	Prevailing rates	 













 EXHIBIT A 

[LETTERHEAD OF COMPANY] 

[INSERT DATE] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account - Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Mercato Partners Acquisition Corporation (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of             , 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [            ] (the “Target Business”) to consummate a business
combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date
(or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

 In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account, and to transfer the proceeds into the above-referenced trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer
to the account or accounts that the Company and, solely with respect to the Deferred Discount, the Underwriter, shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account
at J.P. Morgan Chase Bank, N.A. awaiting distribution, none of the Company or the Underwriter will earn any interest or dividends. 
 On the
Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as
directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved
by a vote of the Company’s stockholders, if a vote is held and (b) joint written instruction signed by the Company and the Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to public stockholders who have properly exercised their redemption rights and express instructions to pay the Deferred Discount from the Trust Account directly to the account or accounts directed by the Underwriter (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify 

  
 A-1 













 
the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon
the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. 

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not
notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c)
of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. 
  

			
	 Very truly yours,

	
	 Mercato Partners Acquisition Corporation

		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
 A-2 













 EXHIBIT B 

[LETTERHEAD OF COMPANY] 

[INSERT DATE] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account - Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez:
 Pursuant to
Section 1(i) of the Investment Management Trust Agreement between Mercato Partners Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of             , 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 In accordance with the terms of
the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [•] and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public
Stockholders. The Company has selected [ ] as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by
the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public
Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. 

 

			
	 Very truly yours,

	
	 Mercato Partners Acquisition Corporation

		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
 B-1 













 EXHIBIT C 

[LETTERHEAD OF COMPANY] 

[INSERT DATE] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account [Tax Payment] Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Mercato Partners Acquisition
Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of             , 2021 (the
“Trust Agreement”), the Company hereby requests that you deliver to the Company $                 of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the
terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: 

[WIRE INSTRUCTION INFORMATION] 
  

			
	 Very truly yours,

	
	 Mercato Partners Acquisition Corporation

		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
 C-1 













 EXHIBIT D 

[LETTERHEAD OF COMPANY] 

[INSERT DATE] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account - Stockholder Redemption Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Mercato Partners Acquisition
Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of             , 2021 (“Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay its Public Stockholders who have
properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or
timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s amended and restated certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights of the Common Stock or
pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public
Stockholders in accordance with your customary procedures. 
  

			
	 Very truly yours,

	
	 Mercato Partners Acquisition Corporation

		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
 D-1