REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 18th day of October, 2012, by and among Collabrium Japan Acquisition Corporation, a British Virgin Islands business corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between COLLABRIUM JAPAN ACQUISITION CORPORATION and THE PRINCERIDGE GROUP LLC Dated: [●], 2012Underwriting Agreement • September 27th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
The undersigned, Collabrium Japan Acquisition Corporation, a British Virgin Islands company with limited liability (the “Company”), hereby confirms its agreement with The PrinceRidge Group LLC (“PrinceRidge”) and with the other underwriters named on Schedule I hereto for which PrinceRidge is acting as representative (PrinceRidge, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • October 24th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
Agreement made as of October 18, 2012 between Collabrium Japan Acquisition Corporation, a British Virgin Islands business corporation, with offices at c/o Collabrium Advisors LLP, 16 Old Bond Street, London W1S 4PS (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Registration Rights Agreement • September 7th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION OF THE COMPANY'S BUSINESS COMBINATION AND [●] AND WILL BE VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, [●].
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 7th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of __________, 2012 by and between Collabrium Japan Acquisition Corporation (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (“Trustee”), a New York corporation. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (as defined below).
UNDERWRITING AGREEMENT between COLLABRIUM JAPAN ACQUISITION CORPORATION and THE PRINCERIDGE GROUP LLC Dated: October 18, 2012Underwriting Agreement • October 24th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 24th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of October 18, 2012 by and between Collabrium Japan Acquisition Corporation (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (“Trustee”), a New York corporation. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (as defined below).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 24th, 2014 • Collabrium Japan Acquisition Corp • Blank checks • New York
Amendment No. 1, dated as of April 24, 2014 (the “Amendment”), to the Investment Management Trust Agreement, dated as of October 18, 2012 (the “IMTA Agreement“), by and between Collabrium Japan Acquisition Corporation, a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the IMTA Agreement.
Collabrium Japan Acquisition Corporation c/o Collabrium Advisors LLP 16 Old Bond Street London W1S 4PS The PrinceRidge Group LLC 1633 Broadway, 28th Floor New York, NY 10019 Attn: General Counsel Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 7th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
COLLABRIUM JAPAN ACQUISITION CORPORATION c/o Collabrium Advisors LLPCollabrium Japan Acquisition Corp • September 7th, 2012 • Blank checks
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 Collabrium Japan Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the liquidation of the Company’s trust account (defined below) (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Collabrium Advisors LLP and Eureka Company Limited shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at the addresses set forth above (or any successor location). In exchange therefore, the Company shall pay to each of Collabrium Advisors LLP and Eureka Company Limited the sum of $3,750 per month on
Collabrium Japan Acquisition Corporation c/o Collabrium Advisors LLP London W1S 4PS The PrinceRidge Group LLC New York, NY 10019 Attn: General Counsel Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 24th, 2012 • Collabrium Japan Acquisition Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Collabrium Japan Acquisition Corporation, a British Virgin Islands corporation (the “Company”), and The PrinceRidge Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Offering”), of 4,000,000 of the Company’s units (the “Units”), each comprised of one ordinary share, no par value (“Ordinary Share”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). The Units sold in the Offering shall be listed on the Nasdaq Capital Market pursuant to a registration statement on Form F-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 22nd, 2014 • Collabrium Japan Acquisition Corp • Blank checks • New York
Amendment No. 2, dated as of August 22, 2014 (the “Amendment”), to the Investment Management Trust Agreement, dated as of October 18, 2012, as amended on April 24, 2014 (the “IMTA Agreement“), by and between Collabrium Japan Acquisition Corporation, a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the IMTA Agreement.
Subscription AgreementSubscription Agreement • September 7th, 2012 • Collabrium Japan Acquisition Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one ordinary share of Collabrium Japan Acquisition Corporation (the “Corporation”), at $0.75 per Warrant, for an aggregate purchase price of $_____ (“Purchase Price”). The closing of the purchase of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). The PrinceRidge Group LLC is acting as representative of the underwriters in the IPO. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
