Exhibit 10.6
UNIT SUBSCRIPTION AGREEMENT
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”)
is made as of the ____ day of ________ 2018, by and between ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”),
having its principal place of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ChaSerg Technology Sponsor
LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, the Company desires to sell to the
Subscriber on a private placement basis (the “Offering”) an aggregate of 500,000 units (the “Initial
Units”) of the Company, and up to an additional 45,000 units (the “Additional Units” and together
with the Initial Units, the “Units”) of the Company in the event that the underwriters’ 45-day over-allotment
option (“Over-Allotment Option”) is exercised in full or part, each Unit comprised of one share of Class A common
stock of the Company, par value $0.0001 per share (“Common Stock”) and one half of one warrant, each whole warrant
exercisable to purchase one share of Common Stock (“Warrant”), for a purchase price of $10.00 per Unit. The
shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The
shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement
Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The
Units, Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each
whole Placement Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 during the period commencing
on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units (the
“IPO”) and (ii) 30 days following the consummation of the Company’s initial business combination (the
“Business Combination”), as such term is defined in the registration statement in connection with the IPO, as
amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth anniversary
of the consummation of the Business Combination; and
WHEREAS, the Subscriber wishes to purchase
500,000 Initial Units and up to 45,000 Additional Units, and the Company wishes to accept such subscription from Subscriber.
NOW, THEREFORE, in consideration of the premises
and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Subscriber hereby agree as follows:
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(a) |
Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Initial Units in consideration of the payment of the Initial Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. |
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(b) |
Subscriber hereby agrees to purchase up to an additional 45,000 Additional Units at $10.00 per Additional Unit for a purchase price of up to $450,000. The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or in part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the proportion of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option. |
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(a) |
As payment in full for the Initial Units being purchased under this Agreement, the Subscriber shall pay $5,000,000 (the “Initial Purchase Price”) by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), one (1) business day prior to the date of effectiveness of the Registration Statement. |
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(b) |
As payment in full for the Additional Units being purchased under this Agreement, the Subscriber shall pay $10.00 per Additional Unit being purchased by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account at a financial institution to be chosen by the Company, maintained by Continental, one (1) business day prior to the Closing Date of the Over-Allotment Option. |
1.3. Closing. The closing
of the purchase and sale of the Initial Units shall take place simultaneously with the closing of the IPO and the closing of the
purchase and sale of Additional Units shall take place simultaneously with the closing of the Over-Allotment Option (each a “Closing
Date”). The closing of the purchase and sale of the Units shall take place at the offices of EG&S, 1345 Avenue of
the Americas, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.
1.4 Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur
prior to December 31, 2018.
2. Representations
and Warranties of Subscriber
Subscriber represents and warrants to the
Company that:
2.1. No Government Recommendation
or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement
of the Company or the Offering of the Securities.
2.2. Accredited Investor.
Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby
is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.
2.3. Intent. Subscriber
is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account or benefit
of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider Letter”) to
be entered into with respect to the Securities between, among others, Subscriber and the Company, as described in the
Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement to sell the
Securities to or through any person or entity except as may be permitted under the Insider Letter. Subscriber shall
not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.
2.4. Restrictions on Transfer. Subscriber
acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in
the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act,
(B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with
any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and
understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that if any
transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent
registration or another available exemption from registration, Subscriber agrees it will not resell the Securities (unless otherwise
permitted pursuant to the Insider Letter, as described in the Registration Statement). Subscriber further acknowledges
that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until
the one year anniversary following consummation of the initial Business Combination of the Company, despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
2.5.
Sophisticated Investor.
(i) Subscriber is sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.
(ii) Subscriber is aware that an investment
in the Securities is highly speculative and subject to substantial risks because, among other things, the Securities are subject
to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available. Subscriber is able to bear the economic
risk of its investment in the Securities for an indefinite period of time.
2.6. Independent
Investigation. Subscriber, in making the decision to purchase the Units, has relied upon an independent
investigation of the Company and has not relied upon any information or representations made by any third parties or upon any
oral or written representations or assurances from the Company, its officers, directors or employees or any other
representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the
business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive
answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering
of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber
confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of
the additional information concerning this investment which Subscriber has requested.
2.7 Organization
and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of the State of
Delaware and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this
Agreement.
2.8. Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement
enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors’ rights generally.
2.9. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any
agreement or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is
subject, or any agreement, order, judgment or decree to which Subscriber is subject.
2.10. No Legal
Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with
Subscriber’s own legal counsel and investment and tax advisors. Except for any statements or representations
of the Company made in this Agreement and the other agreements entered into between the parties hereto, Subscriber is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this
Agreement or the securities laws of any jurisdiction.
2.11. Reliance on
Representations and Warranties. Subscriber understands the Units are being offered and sold to Subscriber in
reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and
regulations of various states, and that the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine
the applicability of such provisions.
2.12. No General Solicitation. Subscriber
is not subscribing for the Units as a result of or subsequent to any general solicitation or general advertising, including but
not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media
or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect to the
IPO filed with the Securities and Exchange Commission (“SEC”).
2.13. Legend. Subscriber
acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.
3. Representations,
Warranties and Covenants of the Company
The Company represents
and warrants to, and agrees with, Subscriber that:
3.1. Valid Issuance of
Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000
shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common
Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).
As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Class B Common Stock (of which up to 750,000
shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of
Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully
paid and non-assessable.
3.2 Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to be entered into between
the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may be, each of the Units,
Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued, fully paid and non-assessable. On the
date of issuance of the Units and Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, as the case may be, Subscriber will have or receive good title to the
Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i)
transfer restrictions hereunder and pursuant to the Insider Letter and (ii) transfer restrictions under federal and state securities
laws.
3.3. Organization and Qualification.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and
has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.
3.4. Authorization; Enforcement.
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement
and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement
by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate
action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this
Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy.
3.5. No Conflicts. The
execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby
do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with,
or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation
to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC
or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement
which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory
entity in order for it to perform any of its obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants
or Warrant Shares in accordance with the terms hereof.
4. Legends
4.1. Legend. The Company
will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber
in the name of the Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:
“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”
“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, CHASERG TECHNOLOGY ACQUISITION CORP.
AND CHASERG TECHNOLOGY SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”
4.2. Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements to comply with
all applicable securities laws upon resale of the Securities.
4.3. Company’s Refusal
to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the
sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act
and (ii) in compliance herewith and with the Insider Letter.
4.4 Registration
Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights
agreement (“Registration Rights Agreement”) to be entered into between, among others, the Subscriber and the
Company, on or prior to the effective date of the Registration Statement.
5. Waiver
of Liquidation Distributions.
In connection with the Securities purchased
pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights
if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to
a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon
the Company’s failure to timely complete the Business Combination or (iv) 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 redeem 100% of the Company’s public shares if the Company does not timely complete the
Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination
activity. In the event a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional
shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered
to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.
6. Terms of Placement
Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.
7. [Reserved].
8. Terms
of the Units and Placement Warrants
8.1 The Units and their component parts are
substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to
transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held
by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis
if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component
parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely
tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration
Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.
8.2 Subscriber agrees to vote the Placement
Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
9. Governing
Law; Jurisdiction; Waiver of Jury Trial
This Agreement shall be governed by and construed
in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties
hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.
10. Assignment; Entire Agreement;
Amendment
10.1. Assignment. Neither this Agreement
nor any rights hereunder may be assigned by any party to any other person other than by a Subscriber to a person agreeing to be
bound by the terms hereof, including the waiver contained in Section 7 hereof.
10.2. Entire Agreement. This Agreement
sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature among them.
10.3. Amendment. Except as expressly
provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by all of the parties hereto.
10.4. Binding upon Successors. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.
11. Notices
11.1 Notices. Unless otherwise
provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally
delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier
(which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said
party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate
for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally,
on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation
of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice
shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the stockholder
has consented to receive notice; (b) if by a posting on an electronic network together with separate notice to the stockholder
of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if
by any other form of electronic transmission, when directed to the stockholder.
12. Counterparts
This Agreement may be executed in one or
more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
13. Survival;
Severability
13.1. Survival. The representations,
warranties, covenants and agreements of the parties hereto shall survive each Closing Date.
13.2. Severability. In the event that any
provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.
14. Headings.
The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.
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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the date first set forth above.
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SUBSCRIBER: |
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CHASERG TECHNOLOGY SPONSOR LLC |
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By: |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Managing Member |