REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2018 • Trinity Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2018, is made and entered into by and between Trinity Merger Corp., a Delaware corporation (the “Company”), HN Investors LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned individuals listed under Holder on the signature pages hereto (each such individual, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
30,000,000 Units1 Trinity Merger Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2018 • Trinity Merger Corp. • Blank checks • New York
Trinity Merger Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”). The Option Securities and the Underwritten Securities are hereinafter collectively called the “Securities.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms use
Trinity Merger Corp.Trinity Merger Corp. • April 11th, 2018 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 26, 2018 by and between HN Investors LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Trinity Merger Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 17th, 2018 • Trinity Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Lee S. Neibart (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 17th, 2018 • Trinity Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 14, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and HN Investors LLC, a Delaware limited liability company (the “Purchaser”).
Trinity Merger Corp. Honolulu, HI 96813 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 17th, 2018 • Trinity Merger Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Trinity Merger Corp., a Delaware corporation (the “Company”), and B. Riley FBR, Inc. as sole book-running manager (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. 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
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 11th, 2018 • Trinity Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 17th, 2018 • Trinity Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 14, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 11th, 2018 • Trinity Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2019 • Trinity Merger Corp. • Blank checks • Maryland
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub, Inc., a Maryland corporation (the “Company”), and Joanne Van Sickle, an individual (“Employee”).
WARRANT AGREEMENT between TRINITY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 17th, 2018 • Trinity Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 14, 2018, is by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENTSubscription Agreement • September 20th, 2019 • Trinity Merger Corp. • Blank checks • New York
THIS FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Agreement”), made as of [___________], 2019, is by and among Trinity Sub Inc., a Maryland corporation (the “Company”), and [___________], a [___________] (the “Subscriber”).
TRINITY MERGER CORP.Trinity Merger Corp. • April 11th, 2018 • Blank checks • New York
This letter agreement by and between Trinity Merger Corp. (the “Company”) and HN Investors LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
MANAGEMENT COMPANY SUPPORT AGREEMENTManagement Company Support Agreement • August 12th, 2019 • Trinity Merger Corp. • Blank checks • Delaware
THIS MANAGEMENT COMPANY SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is entered into by and between Trinity Merger Corp., a Delaware corporation (“Trinity”), __________________, a Washington limited liability company (“Management Company”), and the unitholders of Management Company listed on Schedule A hereto (each, a “Unit Holder” and, collectively, the “Unit Holders”).
TRINITY MERGER CORP.Trinity Merger Corp. • May 17th, 2018 • Blank checks • New York
This letter agreement by and between Trinity Merger Corp. (the “Company”) and HN Investors LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
MERGER AGREEMENT AGREEMENT AND PLAN OF MERGER by and among TRINITY MERGER CORP., TRINITY SUB INC., TRINITY MERGER SUB I, INC., TRINITY MERGER SUB II, LLC, PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC, PYATT BROADMARK MANAGEMENT, LLC,...Agreement and Plan of Merger • August 12th, 2019 • Trinity Merger Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of August 9, 2019, is by and among TRINITY MERGER CORP., a Delaware corporation (“Trinity”), Trinity Sub Inc., a Maryland corporation and wholly owned subsidiary of Trinity (“PubCo”), TRINITY MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of PubCo (“Merger Sub I”), TRINITY MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of PubCo (“Merger Sub II” and, together with Trinity, PubCo and Merger Sub I, the “Trinity Parties”), PBRELF I, LLC, a Washington limited liability company (“Fund I”), BRELF II, LLC, a Washington limited liability company (“Fund II”), BRELF III, LLC, a Washington limited liability company (“Fund III”), and BRELF IV, LLC, a Washington limited liability company (“Fund IV” and, together with Fund I, Fund II and Fund III, the “Companies” and each a “Company”), Pyatt Broadmark Management, LLC, a Washington limited liability co
TRINITY SUB INC.Trinity Merger Corp. • August 12th, 2019 • Blank checks • Maryland
We are pleased that you have agreed to serve as the Non-Executive Chairman of the Board of Directors of Trinity Sub Inc. (the “Company”). This letter sets forth the key terms and conditions for your service as Non-Executive Chairman. Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among the Company, Trinity Merger Corp., a Delaware corporation, Trinity Merger Sub I, Inc., a Delaware corporation, Trinity Merger Sub II, LLC, a Delaware limited liability company, PBRELF I, LLC, a Washington limited liability company, BRELF II, LLC, a Washington limited liability company, BRELF III, LLC, a Washington limited liability company, BRELF IV, LLC, a Washington limited liability company, Pyatt Broadmark Management, LLC, a Washington limited liability company, Broadmark Real Estate Management II, LLC, a Washington limited liability company, Broadmark Real Estate Management III, LLC, a Washington limited liability company,
