7,000,000 Units CAMBRIDGE CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the “Representative,” with the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the th day of , 2013, by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Re: Initial Public OfferingUnderwriting Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10016Financial Advisory Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby Cambridge Capital Acquisition Corporation, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Financial Advisor”) to assist it in connection with the Company seeking to enter into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-191868) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”) with one or more businesses or entities (each a “Target”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
This Agreement is made as of December 17, 2013 by and between Cambridge Capital Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • December 4th, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
Agreement made as of , 20 between Cambridge Capital Acquisition Corporation, a Delaware corporation, with offices at 525 South Flagler Drive, Suite 201 West Palm Beach, Florida 33401 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Re: Initial Public OfferingUnderwriting Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
Share Purchase AgreementShare Purchase Agreement • September 10th, 2015 • Cambridge Capital Acquisition Corp • Blank checks
This Share Purchase Agreement (this “Agreement”) is entered into as of the 6th day of September, 2015 by and among Ability Security Systems Ltd., Company Registration Number 514020205of 14 Zalman Shneor St. Ramat Hasharon , Israel (“ASM or the “Company”) Eyal Tzur, Israeli ID Number 022467419, the sole shareholder and owner of ASM (“ASM SH” or the “Seller”), Ability Computer and Software Industries Ltd., a company incorporated under the laws of the State of Israel (“Ability”), Anatoly Hurgin, an individual and one of two shareholders of Ability, Alexander Aurovsky, an individual and the other shareholder of Ability (jointly the “Ability Shareholders”) and Cambridge Capital Acquisition Corporation (“Cambridge”) and Cambridge Holdco Corp (“Buyer” or “Surviving Pubco”)). Each may be referred to as a "Party" and collectively referred to as “Parties”.
CAMBRIDGE CAPITAL ACQUISITION CORPORATIONOffice Space and Administrative Services Agreement • November 27th, 2013 • Cambridge Capital Acquisition Corp • 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 Cambridge Capital Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cambridge Capital LLC 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 525 South Flagler Drive, Suite 201, West Palm Beach, FL 33401 (or any successor location). In exchange therefore, the Company shall pay Cambridge Capital LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Terminat
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2014 • Cambridge Capital Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT, dated as of [—], 2015, by and between Cambridge Holdco, Inc., a Marshall Islands company (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
CAMBRIDGE CAPITAL ACQUISITION CORPORATIONOffice Space and Administrative Services Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • 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 Cambridge Capital Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cambridge Capital LLC 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 525 South Flagler Drive, Suite 201, West Palm Beach, FL 33401 (or any successor location). In exchange therefore, the Company shall pay Cambridge Capital LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Terminat
TERMINATION AGREEMENTTermination Agreement • May 7th, 2015 • Cambridge Capital Acquisition Corp • Blank checks • New York
This Termination Agreement is made and entered into as of May 6, 2015 (this “Termination Agreement”) by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (“Parent”), Cambridge Holdco, Inc., a Marshall Islands corporation and wholly-owned subsidiary of Parent (“Holdco”), Cambridge Merger Sub, Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Holdco (“Merger Sub”), Parakou Tankers, Inc., a Marshall Islands corporation (the “Company”), and Por Liu, a natural person (the “Shareholder”). Capitalized terms contained in this Termination Agreement, but not specifically defined herein, shall have the meanings ascribed to such terms in the Merger Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 17, 2013 (“Agreement”), by and among CAMBRIDGE CAPITAL ACQUISITION CORPORATION, a Delaware corporation (“Company”), GORDON FAMILY 2007 TRUST, MITCHELL GORDON, MICHAEL J. DURHAM, GANTCHER FAMILY LIMITED PARTNERSHIP, SCOTT LAURANS, BOB HAMMEL, HERB SHEAR, JONATHAN MEEKS, SIDNEY BROWN, DAVID BRODSKY, ELLIOTT BRODSKY, JONATHAN MORRIS, ALEX 2012 TRUST, RAYMOND AVON VENTURES, LLC and RAMON SUAZO (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • September 10th, 2015 • Cambridge Capital Acquisition Corp • Blank checks
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September __, 2015, by and among Cambridge Capital Acquisition Corporation (“Cambridge”), Cambridge Holdco Corp. (“Holdco”), Ability Computer & Software Industries Ltd. (the “Company”), and each of the persons or entities listed under the caption “Signing Securityholders” on the signature page thereto, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
SHAREHOLDERS AGREEMENTShareholder Agreement • December 2nd, 2014 • Cambridge Capital Acquisition Corp • Blank checks • New York
This Shareholder Agreement, dated as of December 1, 2014, by and among Cambridge Holdco, Inc., a Marshall Islands corporation (“Holdco”), Por Liu, a natural person (the “Parakou Shareholder”), and Benjamin Gordon, a natural person (the “Cambridge Stockholder” and, together with the Parakou Shareholder, the “Shareholders”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 27th, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 20 (“Agreement”), by and among CAMBRIDGE CAPITAL ACQUISITION CORPORATION, a Delaware corporation (“Company”), GORDON FAMILY 2007 TRUST, CAMBRIDGE CAPITAL LLC, MICHAEL DURHAM, GANTCHER FAMILY LIMITED PARTNERSHIP, SCOTT LAURANS, BOB HAMMEL, HERB SHEAR, JONATHAN MEEKS, SIDNEY BROWN, DAVID BRODSKY, ELLIOTT BRODSKY, JONATHAN MORRIS and RAMON SUAZO (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
BUSINESS COMBINATION AGREEMENT among CAMBRIDGE CAPITAL ACQUISITION CORPORATION, CAMBRIDGE HOLDCO, INC., CAMBRIDGE MERGER SUB, INC., PARAKOU TANKERS, INC., and POR LIU Dated as of December 1, 2014Business Combination Agreement • December 2nd, 2014 • Cambridge Capital Acquisition Corp • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT, dated as of December 1, 2014, by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (“Parent”), Cambridge Holdco, Inc., a Marshall Islands corporation and wholly-owned subsidiary of Parent (“Holdco”), Cambridge Merger Sub, Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Holdco (“Merger Sub”), Parakou Tankers, Inc., a Marshall Islands corporation (the “Company”), and Por Liu, a natural person, solely for the limited purposes of Section 2.08, Section 2.12, Section 2.13, Section 6.20, Section 6.22, Section 6.23 and Article VIII and Article X of this Agreement (the “Shareholder”). The term “Agreement” means this Business Combination Agreement, as the same may be amended from time to time, and all schedules hereto (including the Parent Disclosure Schedule and Company Disclosure Schedule, each as defined below).
SPONSORS AGREEMENTSponsors Agreement • December 2nd, 2014 • Cambridge Capital Acquisition Corp • Blank checks • New York
This Sponsors Agreement (this “Agreement”), dated as of December 1, 2014, is made and entered into by and among the undersigned parties listed under Sponsors on the signature page hereto (collectively, the “Sponsors”) and Parakou Tankers, Inc., a Marshall Islands corporation (the “Company”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 22nd, 2015 • Cambridge Capital Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”) to the Business Combination Agreement is made and entered into as of April 21, 2015, by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (“Parent”), Cambridge Holdco, Inc., a Marshall Islands corporation and wholly-owned subsidiary of Parent (“Holdco”), Cambridge Merger Sub, Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Holdco (“Merger Sub”), Parakou Tankers, Inc., a Marshall Islands corporation (the “Company”), and Por Liu, a natural person (the “Shareholder”).
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • April 22nd, 2015 • Cambridge Capital Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”) to the Shareholders Agreement is made and entered into as of April 21, 2015, by and among Cambridge Holdco, Inc., a Marshall Islands corporation (“Holdco”), Por Liu, a natural person (the “Parakou Shareholder”), and Benjamin Gordon, a natural person (the “Cambridge Stockholder” and, together with the Parakou Shareholder, the “Shareholders”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 2nd, 2014 • Cambridge Capital Acquisition Corp • Blank checks • New York
In connection with the Business Combination Agreement (the “Merger Agreement”), dated as of December 1, 2014, by and among Cambridge Capital Acquisition Corporation (“Cambridge”), Cambridge Holdco, Inc. (“Holdco”), Cambridge Merger Sub, Inc., Parakou Tankers, Inc. (“Company”) and Mr. Por Liu, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
WARRANT AGREEMENTWarrant Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
Agreement made as of December 17, 2013 between Cambridge Capital Acquisition Corporation, a Delaware corporation, with offices at 525 South Flagler Drive, Suite 201 West Palm Beach, Florida 33401 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CAMBRIDGE CAPITAL ACQUISITION CORPORATION, CAMBRIDGE HOLDCO CORP., ABILITY COMPUTER & SOFTWARE INDUSTRIES LTD. AND THE SECURITYHOLDERS OF ABILITY COMPUTER & SOFTWARE INDUSTRIES LTD. DATED AS OF...Reorganization Agreement • September 10th, 2015 • Cambridge Capital Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of September 6, 2015, by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (“Cambridge”), Cambridge Holdco Corp., a Cayman Islands company and wholly-owned subsidiary of Cambridge (“Holdco”), Ability Computer & Software Industries Ltd., an Israeli company (“Company”), and each of the persons or entities listed under the caption “Signing Securityholders” on the signature page hereof for the limited purpose of the sections of this Agreement (as defined below) identified on such page, such persons being the holders of all of the outstanding capital stock of the Company (each a “Stockholder” and collectively the “Stockholders”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Cambridge Schedule, as defined in the preambles to Articles II and III
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of December, 2013, by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
