Exhibit
1.1
4,000,000 Units
Jensyn Acquisition Corp.
UNDERWRITING AGREEMENT
New York, New York
_____________, 2016
Chardan Capital Markets, LLC
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Jensyn
Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets,
LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”)
and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative
and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an
“Underwriter”), as follows:
1. Purchase
and Sale of Securities.
1.1. Firm
Securities.
1.1.1. Purchase
of Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of
4,000,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions, including
the Deferred Underwriting Commission described in Section 1.3 below) of $9.50 per Firm Unit. The Underwriters, severally and not
jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A
attached hereto and made a part hereof at a purchase price (net of discounts and commissions, including the Deferred Underwriting
Commission described in Section 1.3 below) of $9.50 per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined),
if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm
Unit. Each Firm Unit consists of one share of common stock, par value $0.0001 per share of the Company (the “Common Stock”),
one right to receive one-tenth (1/10) of a share of Common Stock automatically upon consummation of a Business Combination (as
defined below) (the “Right(s)”), and one redeemable warrant to purchase one-half (1/2) of a share of Common
Stock (the “Warrant(s)”). The shares of Common Stock, the Rights and the Warrants included in the Firm Units
will not be separately transferable until the earlier of the 90th day after the Effective Date (as defined below) or the announcement
by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current
Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet
reflecting our receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading
will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company
reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission
(as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press
release announcing when such separate trading shall begin. The Warrants may only be exercised in multiples of two, and every two
Warrants entitle the holder to purchase one share of Common Stock for $11.50 per share during the period commencing on the later
of (a) 30 days after the closing of a Business Combination, or (b) one (1) year from the effective date of the Registration Statement
(the “Effective Date”), and terminating on the five (5) year anniversary of the closing of the a Business Combination.
Each Right entitles its holder to receive one-tenth (1/10) of a share of Common Stock automatically upon consummation by the Company
of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger,
capital stock exchange, asset acquisition, stock purchase, or similar business combination, or control through contractual arrangements,
of one or more operating businesses by the Company. The Company’s initial focus will be on acquiring an operating business
in the information technology consulting industry. The Company has the right to redeem the Warrants, with the prior consent of
the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants
become exercisable; so long as the last sales price of the Common Stock has been at least $15.00 for any twenty (20) trading days
within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used
herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national
banks in New York, New York are not open for business.
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third (3rd) Business
Day following the Effective Date of the Registration Statement (or the fourth (4th) Business Day following the Effective Date,
if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the
Representative and the Company at the offices of Chardan or at such other place as shall be agreed upon by the Representative and
the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing”
and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.”
Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal
(same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $41,400,000 ($47,610,000 if
the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.35 per unit, of the proceeds
received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.4) shall be deposited in the
trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement
(the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust
Agreement”). The Underwriters shall place an aggregate of $800,000 ($920,000 if the Over-allotment Option is exercised
in full), or $0.20 per Firm Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with Section 1.3 hereof,
in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant
to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance
satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”))
for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations
as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit
the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing
Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative
for all the Firm Units.
1.2. Over-Allotment
Option.
1.2.1. Option
Units. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the
Underwriters are hereby granted, severally and not jointly, an option to purchase up to an additional 600,000 units from the Company
(the “Over-allotment Option”). Such additional 600,000 units shall be identical in all respects to the Firm
Units and are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter
collectively referred to as the “Units,” and the Units, the shares of Common Stock, the Rights and the Warrants
included in the Units and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively
as the “Public Securities.” The purchase price to be paid for the Option Units (net of discounts and commissions)
will be $9.50 per Option Unit. The Option Units are to be offered initially to the public at the offering price of $10.00 per Option
Unit.
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to
all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date. The
Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option.
The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative,
which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Units to be purchased
and the date and time for delivery of and payment for the Option Units, which will not be later than five (5) Business Days
after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of
the Representative or at such other place or in such other manner as shall be agreed upon by the Company and the Representative.
If such delivery and payment for the Option Units does not occur on the Closing Date, the date and time of the closing for such
Option Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the
Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions
set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3. Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date at the Representative’s election
by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds,
by deposit of the sum of $9.50 per Option Unit in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative
of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units (or through the facilities
of DTC) for the account of the Underwriters. The Underwriter shall also place an aggregate of $0.20 per Option Unit (up to $120,000),
payable to Chardan, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof, in the Trust Account. The certificates
representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative
requests not less than two (2) Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will
be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer
agent or correspondent not less than one (1) full Business Day prior to such Closing Date or Option Closing Date.
1.3. Deferred
Underwriting Commission. The Underwriter agrees that 2.0% of the gross proceeds from the sale of the Firm Units ($800,000)
and 2.0% of the gross proceeds from the sale of the Option Units (up to $920,000) (the “Deferred Underwriting Commission”)
will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Chardan
for its own account upon consummation of the Company’s Business Combination. In the event that the Company is unable to consummate
a Business Combination and Continental Stock Transfer & Trust Company (“CST”), as the trustee of the Trust
Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the
Trust Agreement, the Underwriter agrees that: (i) the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting
Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall
be distributed on a pro-rata basis among the Public Stockholders.
1.4. Representative’s
Purchase Option.
1.4.1. Purchase
Option. As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or their designees)
on the Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate
of 400,000 units (the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s
Purchase Option shall be exercisable, in whole or in part, commencing the later of (i) the closing of the Business Combination,
or (ii) six months from the Effective Date, and expiring on the earlier of five years from the Effective Date and the day immediately
prior to the day on which the Company and all of its successors have been dissolved, for cash or on a cashless basis, at an initial
exercise price per Representative’s Unit of $12.00, which is equal to one hundred and twenty percent (120%) of the initial
public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Rights, the
shares of Common Stock and the Warrants included in the Representative’s Units (the “Representative’s Warrants”)
and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively
as the “Representative’s Securities.” The Public Securities and the Representative’s Securities
are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that
there are significant restrictions against transferring the Representative’s Purchase Option during the first six (6) months
after the Effective Date, as set forth in Section 3 of the Representative’s Purchase Option.
1.4.2. Delivery
and Payment. Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company
shall deliver to the Representative and their designees upon payment therefor, certificates for the Representative’s Purchase
Option in the name or names and in such authorized denominations as the Representative may request.
1.5. Private
Placement to the Representative, Officers and Directors and Designees. Immediately prior to the Closing, the Representative,
certain officers and directors of the Company and their designees, or entities wholly owned by them, shall purchase from the Company
pursuant to the Private Units Purchase Agreement (as defined in Section 2.23.2 hereof) an aggregate of 295,000 units (or 334,000
units if the Over-allotment Option is exercised in full) identical to the Units (the “Placement Units”) at a
purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement
Units and the securities issuable upon exercise of the Placement Units are hereinafter referred to collectively as the “Placement
Securities.” Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement
and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1. Filing
of Registration Statement.
2.1.1. Pursuant
to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement and an amendment or amendments thereto, on Form S-1 (File No. 333-208159), including any related preliminary prospectus
(the “Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately
prior to the effectiveness of the Registration Statement), for the registration of the Public Securities under the Act, which registration
statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements
of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions
for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied
in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the
Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules,
exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof
as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,”
and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form
of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations
filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.”
For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on
the date of this Agreement. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement
pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”),
then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed
to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective
upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of
the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b)
Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b) Registration
Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date
of this Agreement, the Company or the Representative have determined that at the Time of Sale the Prospectus included an untrue
statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and have agreed to provide an opportunity to purchasers of the Firm Units
to terminate their old purchase contracts and enter into new purchase contracts, the Prospectus will be deemed to include any additional
information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-______) providing for the registration
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Common Stock and
the Warrants. The registration of the Units, Common Stock and Warrants under the Exchange Act will be declared effective by the
Commission on or prior to the Effective Date.
2.2. No
Stop Orders, Etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or has instituted
or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.3. Disclosures
in Registration Statement.
2.3.1. 10b-5
Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of
the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and
the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the
Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither
the Registration Statement nor any Preliminary Prospectus or the Prospectus, nor any amendment or supplement thereto, on their
respective dates, did or will contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein (in the case of the Preliminary Prospectus and the Prospectus, in light
of the circumstances under which they were made), not misleading. When any Preliminary Prospectus was first filed with the Commission
(whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant
to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement
thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus
and any amendments thereof and supplements thereto complied or will have been corrected in the Prospectus to comply in all material
respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section
2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished
to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement or Prospectus
or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus
under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representative
with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, (ii) the
third paragraph of “Underwriting”, (iii) the first paragraph of the Underwriting subsection “Pricing of Securities”
and (iv) the Underwriting subsection “Regulatory Restrictions on Purchase of Securities.”
2.3.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in
the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the
Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is
referred to in the Registration Statement, Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii)
is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in
all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto,
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought, and none of such agreements or instruments has been assigned by the Company, and
neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default
thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments
will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without
limitation, those relating to environmental laws and regulations.
2.3.3. Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit
of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
2.3.4. Regulations.
The disclosures in the Registration Statement, the Preliminary Prospectus and the Prospectus concerning the effects of Federal,
state and local regulation on the Company’s business as currently contemplated fairly summarize, to the best of the Company’s
knowledge, such effects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading.
2.4. Changes
After Dates in Registration Statement.
2.4.1. No
Material Adverse Change. Except as contemplated in the Prospectus, since the respective dates as of which information is given
in the Registration Statement, any Preliminary Prospectus and/or the Prospectus, except as otherwise specifically stated therein:
(i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company; (ii)
there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii)
no member of the Company’s board of directors or management has resigned from any position with the Company and (iv) no event
or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability
of the members of the Company’s board of directors or management to act in their capacities with the Company as described
in the Registration Statement and the Prospectus.
2.4.2. Recent
Securities Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money;
or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5. Independent
Accountants. To the best of the Company’s knowledge, CohnReznick LLP (“CohnReznick”), whose report
is filed with the Commission as part of the Registration Statement and included in the Registration Statement, the Preliminary
Prospectus and the Prospectus, are independent accountants as required by the Act and the Regulations and the Public Company Accounting
Oversight Board (including the rules and regulations promulgated by such entity, the “PCAOB”). To the best of
the Company’s knowledge, CohnReznick is duly registered and in good standing with the PCAOB. CohnReznick has not, during
the periods covered by the financial statements included in the Registration Statement and the Prospectus, provided to the Company
any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.6. Financial
Statements; Statistical Data.
2.6.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement,
the Preliminary Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company
at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with generally
accepted accounting principles, consistently applied throughout the periods involved; and the supporting schedules included in
the Registration Statement present fairly the information required to be stated therein. To the best of the Company’s knowledge,
no other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration
Statement, the Preliminary Prospectus or the Prospectus. The Registration Statement, the Preliminary Prospectus and the Prospectus
disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources,
or significant components of revenues or expenses. To the best of the Company’s knowledge, there are no pro forma or as adjusted
financial statements which are required to be included in the Registration Statement and the Prospectus in accordance with Regulation
S-X which have not been included as so required.
2.6.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary Prospectus
and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and
accurate, and such data agree with the sources from which they are derived.
2.7. Authorized
Capital; Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary Prospectus
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary
Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except
as set forth in, or contemplated by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the Effective
Date of the Prospectus and on the Closing Date and the Option Closing Date, if any, there will be no options, warrants, or other
rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible
into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such
options, warrants, rights or convertible securities.
2.8. Valid
Issuance of Securities, Etc.
2.8.1. Outstanding
Securities. All issued and outstanding securities of the Company (including, without limitation, the Placement Securities)
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The Public Securities conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Subject to the disclosure contained in the Registration Statement, the
Preliminary Prospectus and the Prospectus with respect to the Placement Securities, the offers and sales of the outstanding shares
of Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws
or, based in part on the representations and warranties of the purchasers of such shares of Common Stock, exempt from such registration
requirements.
2.8.2. Securities
Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued,
fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such
holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company
or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance
and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
When issued, the Representative’s Purchase Option, the Representative’s Warrants, the Rights and the Warrants will
constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective
exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof
and such Representative’s Purchase Option, the Representative’s Warrants, the Rights and the Warrants are enforceable
against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification
or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Representative’s
Purchase Option, the Representative’s Warrants, the Rights and the Warrants have been reserved for issuance upon the exercise
of the Representative’s Purchase Option, the Representative’s Warrants, and the Warrants, respectively, and, when issued
in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.8.3. Placement
Units. The Placement Units constitute valid and binding obligations of the Company to issue and sell, upon payment therefor,
the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Units
are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of
any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought. The securities issuable upon exercise of the Placement
Units have been reserved for issuance upon the exercise of the Placement Units and, when issued in accordance with the terms of
the Placement Units, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof
are not and will not be subject to personal liability by reason of being such holders.
2.8.4. No
Integration. Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus
with respect to the Placement Securities, neither the Company nor any of its affiliates has, prior to the date hereof, made any
offer or sale of any securities which are required to be “integrated” pursuant to the Act or the Regulations with the
offer and sale of the Public Securities pursuant to the Registration Statement.
2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, no
holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company
have the right to require the Company to register any such securities of the Company under the Act or to include any such securities
in a registration statement to be filed by the Company.
2.10. Validity
and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement,
the Services Agreement (as defined in Section 3.7.2 hereof), the Private Units Purchase Agreement (as defined in Section 2.23.2
hereof) and the Escrow Agreement (as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and
constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and
state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may
be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.11. No
Conflicts, Etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, Representative’s
Purchase Option, the Trust Agreement, the Services Agreement, the Private Units Purchase Agreement, and the Escrow Agreement, the
consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms
hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material
breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation,
modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant
to the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of
the Amended and Restated Certificate of Incorporation or Bylaws of the Company; or (iii) violate any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company
or any of its properties or business.
2.12. No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in of
any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except for such violations which
would not reasonably be expected to have a material adverse effect on the Company. The Company is not in violation of any term
or provision of its Amended and Restated Certificate of Incorporation or Bylaws.
2.13. Corporate
Power; Licenses; Consents.
2.13.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business for the purposes described in the Registration Statement, the Preliminary Prospectus and the
Prospectus. The disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state and local
regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects
and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business
and has incurred no liabilities other than in connection with and in furtherance of the Offering.
2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.
No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery, of the Securities and the consummation of the transactions and agreements contemplated by this Agreement,
the Warrant Agreement, Representative’s Purchase Option, the Trust Agreement, the Services Agreement, the Private Units Purchase
Agreement and the Escrow Agreement and as contemplated by the Prospectus, except with respect to applicable federal and state securities
laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority (the “FINRA”).
2.14. D&O
Questionnaires. All information contained in the questionnaires (the “Questionnaires”) completed by each
of the Company’s shareholders immediately prior to the Offering (the “Initial Shareholders”) and each
of the Company’s officers and directors and provided to the Underwriters as an exhibit to his or her Insider Letter (as defined
in Section 2.23.1) is true and correct and the Company has not become aware of any information which would cause the information
disclosed in the questionnaires completed by each Initial Shareholder, officer or director, to become inaccurate and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or, to the best
of the Company’s knowledge, any Initial Shareholder which has not been disclosed in the Registration Statement, the Questionnaires,
the Preliminary Prospectus and the Prospectus.
2.16. Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws
of its country of organization and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to
qualify would not have a material adverse effect on the Company.
2.17. No
Contemplation of a Business Combination. Prior to the date hereof, neither the Company, its officers and directors nor the
Initial Shareholders had, and as of the Closing, the Company and such officers and directors and Initial Shareholders will not
have had: (i) any specific Business Combination under consideration or contemplation; or (ii) any substantive interactions or discussions
with any target business regarding a possible Business Combination.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1. Except
as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Shareholder with respect
to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, any Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA.
2.18.2. The
Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company
persons who raised or provided capital to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any
direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date,
other than payments to the Representative.
2.18.3. No
officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered,
regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”)
is a member, a person associated, or affiliated with a member of FINRA.
2.18.4. No
Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open
market).
2.18.5. No
Company Affiliate has made a subordinated loan to any member of FINRA.
2.18.6. No
proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid
to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein and
in the Private Units Purchase Agreement.
2.18.7. Except
with respect to the Representative, the Company has not issued any warrants or other securities, or granted any options, directly
or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such
an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8. No
person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date
of the Registration Statement has any relationship or affiliation or association with any member of the FINRA.
2.18.9. No
FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” exists when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially
own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred
equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which
are members of the FINRA.
2.18.10. Except
with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the
initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value
and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with
a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.
2.19. Foreign
Corrupt Practices Act. Neither the Company nor any of the Initial Shareholders or any other person acting on behalf of the
Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions
to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official
or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate
for office (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was,
is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed
transaction) that: (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or
proceeding; (ii) if not given in the past, might have had a material adverse effect on the assets, business or operations of the
Company as reflected in any of the financial statements contained in the Registration Statement, the Preliminary Prospectus and/or
the Prospectus; or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of
the Company. The Company’s internal accounting controls and procedures are sufficient to cause the Company to comply with
the Foreign Corrupt Practices Act of 1977, as amended.
2.20. Patriot
Act. Neither the Company nor, to the Company’s knowledge, any officer, director or Initial Shareholder has violated:
(i) the Bank Secrecy Act, as amended; (ii) the Money Laundering Control Act of 1986, as amended; or (iii) the Uniting and Strengthening
of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the
rules and regulations promulgated under any such law, or any successor law.
2.21. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to
the Representative’s counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.22. Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants and the Representative’s Warrants
with CST substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.23. Agreements
With Initial Shareholders.
2.23.1. Insider
Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except: (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification, contribution or non-compete provision may be limited under the federal and state securities laws; and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought) annexed as exhibits to the Registration
Statement (the “Insider Letter”), pursuant to which each of the officers, directors and Initial Shareholders
of the Company agree to certain matters, including but not limited to, certain matters described as being agreed to by them under
the “Proposed Business” Section of the Prospectus.
2.23.2. Private
Units Purchase Agreement. Certain of the Company’s officers and directors and their respective designees, and the Representative,
have executed and delivered an agreement, annexed as an exhibit to the Registration Statement (the “Private Units Purchase
Agreement”), pursuant to which such persons, among other things, have purchased an aggregate of 295,000 Placement Units
in the Private Placement (of which the Representative purchased 20,000 of such Placement Units). Pursuant to the Private Units
Purchase Agreement all of the proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account
in accordance with the terms of the Trust Agreement prior to the Closing.
2.23.3. Escrow
Agreement. The Company has caused the Initial Shareholders to enter into an escrow agreement (the “Escrow Agreement”)
with CST substantially in the form filed as an exhibit to the Registration Statement, whereby the shares of Common Stock owned
by the Initial Shareholders will be held in escrow during the period in which they are subject to the transfer restrictions as
set forth in the Prospectus. During such escrow period, the Initial Shareholders shall be prohibited from selling or otherwise
transferring such shares (except as otherwise set forth in the Escrow Agreement) but will retain the right to vote any such shares
of Common Stock. To the Company’s knowledge, the Escrow Agreement is enforceable against each of the Initial Shareholders
and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of
the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Shareholders
is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of the Company
and the Representative.
2.24. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering
and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
2.25. Covenants
Not to Compete. No Initial Shareholder of the Company is subject to any non-competition agreement or non-solicitation agreement
with any employer or prior employer which could materially affect his ability to be an Initial Shareholder, employee, officer or
director of the Company.
2.26. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940 (“Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after
taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment
Company Act).
2.27. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
business entity.
2.28. Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate,
on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other
hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary
Prospectus and/or the Prospectus which is not so described and described as required. There are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company
to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed
in the Registration Statement, the Preliminary Prospectus and/or the Prospectus. The Company has not extended or maintained credit,
arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director
or officer of the Company.
2.29. No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the
intention of unlawfully influencing: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate; or (ii) a journalist or publication to write
or publish favorable information about the Company or any such affiliate.
2.30. Trading
of the Public Securities on the Nasdaq Capital Market. As of the Effective Date and the Closing Date, the Public Securities
will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which
would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing
of the Public Securities on the Nasdaq Capital Market.
2.31. Definition
of “Knowledge”. As used in herein, the term “knowledge of the Company” (or similar language)
shall mean the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption that
such officers and directors shall have made reasonable and diligent inquiry of the matters presented.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to
the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement
to which the Representative shall reasonably object in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply
with all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the
Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or if it is necessary during such period to amend the Registration
Statement or amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative promptly and
prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment to the Registration Statement or
amendment or supplement to the Prospectus (at the expense of the Company) so as to correct such statement or omission or effect
such compliance.
3.2.2. Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the
Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. For a period of five (5) years from the Effective Date, or until such earlier time upon which the Company
is required to be liquidated, the Company will use its best efforts to maintain the registration of the Units, Common Stock and
Warrants under the provisions of the Exchange Act. The Company will not deregister the Units under the Exchange Act without the
prior written consent of the Representative.
3.2.4. Xxxxxxxx-Xxxxx
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter
maintain material compliance with each applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated
thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency
with jurisdiction over the Company.
3.3. Blue
Sky Filing. Unless the Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the
Company at its expense will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration
Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions
as the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where,
as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business
in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative
agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements
or reports at such times as are or may be required by the laws of such jurisdiction.
3.4. Delivery
to Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, from time to
time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act such number of copies
of each Preliminary Prospectus and Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Representative
two original executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all
exhibits filed therewith or incorporated therein by reference and all original executed consents of certified experts.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement
to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities
for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of
the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of
any event during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a material
fact made in the Registration Statement, the Preliminary Prospectus and/or the Prospectus untrue or that requires the making of
any changes in the Registration Statement, the Preliminary Prospectus and/or the Prospectus in order to make the statements therein,
(with respect to the Prospectus in light of the circumstances under which they were made), not misleading. If the Commission or
any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every
reasonable effort to obtain promptly the lifting of such order.
3.6. Review
of Financial Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date upon which
the Company is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified
public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters
prior to the announcement or filing of quarterly financial information, if any.
3.7. Affiliated
Transactions.
3.7.1. Business
Combinations. The Company will not consummate a Business Combination with any entity which is affiliated with any Initial Shareholder
unless the Company obtains an opinion from an independent investment banking firm regulated by FINRA stating the Business Combination
is fair to the Company’s shareholders from a financial perspective.
3.7.2. Administrative
Services. The Company has entered into an administrative services agreement (the “Services Agreement”) with
Jensyn Integration Services, LLC (the “Affiliate”) in the form filed as an exhibit to the Registration Statement
pursuant to which the Affiliate will make available to the Company general and administrative services including office space,
utilities, receptionist and secretarial support for the Company’s use for $10,000 per month.
3.7.3. Compensation.
Except as set forth in this Section 3.7, the Company shall not pay any Initial Shareholder or any of their affiliates any fees
or compensation from the Company, for services rendered to the Company prior to, or in connection with, this Offering or the consummation
of a Business Combination; provided that the Initial Shareholders shall be entitled to reimbursement from the Company for
their out-of-pocket expenses incurred on the Company’s behalf, which includes an aggregate of $[362,320]
in loans which were made to the Company prior to the effective date of the Registration Statement and expenses incurred by them
in connection with seeking and consummating a Business Combination as described in the Registration Statement.
3.8. Secondary
Market Trading. In the event the Public Securities are not listed on the Nasdaq Capital Market or such other national securities
exchange, the Company will apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation of
a Business Combination. Promptly after the consummation of the Offering, the Company shall take such steps as may be necessary
to obtain a secondary market trading exemption for the Company’s securities in the State of California. The Company shall
also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption
in such other states as may be requested by the Representative.
3.9. Financial
Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall
retain a financial public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company
and the Representative.
3.10. Reports
to the Representative.
3.10.1. Periodic
Reports, Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is dissolved,
the Company will furnish to the Representative and its counsel copies of such financial statements and other periodic and special
reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to
the Representative: (i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of
every press release and every news item and article with respect to the Company or its affairs which was released by the Company;
(iii) a copy of each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five copies of each
Registration Statement; and (v) such additional documents and information with respect to the Company and the affairs of any future
subsidiaries of the Company as the Representative may from time to time reasonably request; provided that the Representative
shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to
the Representative and its counsel in connection with the Representative’s receipt of such information. Documents filed with
the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) shall be deemed
to have been delivered to the Representative pursuant to this section.
3.10.2. Transfer
Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is dissolved,
the Company shall retain a transfer and warrant agent acceptable to the Representative (the “Transfer Agent”).
In the event the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the
Company will furnish to the Underwriters at the Company’s sole cost and expense such transfer sheets of the Company’s
securities as the Representative may request, including the daily and monthly consolidated transfer sheets of the Transfer Agent
and DTC. Continental Stock Transfer & Trust Company, Inc. is an acceptable Transfer Agent to the Representative.
3.10.3. Trading
Reports. If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market operated
by the OTC Market Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representative,
at its expense, such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the
Public Securities, as the Representative shall reasonably request. In addition to the requirements of the preceding sentence, for
a period of two (2) years from the Closing Date, the Company, at its expense, shall provide Chardan a subscription to the Company’s
weekly Depository Transfer Company Security Position Reports.
3.11. Disqualification
of Form S-1. For a period equal to seven (7) years from the date hereof, the Company will not take any action or actions
which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Warrants
and the Representative’s Purchase Option and the securities underlying the Representative’s Purchase Option under the
Act.
3.12. Payment
of Expenses.
3.12.1. General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date,
if any, to the extent not paid at Closing Date, all expenses incident to the performance of the obligations of the Company under
this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage
with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing
and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements
thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance
and delivery of the Units, Common Stock and the Warrants included in the Units and the Representative’s Purchase Option,
including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign
securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and
all amendments and supplements thereto, fees and disbursements for counsel of Chardan’s choice retained for such purpose;
(iv) filing fees incurred in registering the Offering with the FINRA (including all Public Offering System filing fees); (v) fees
and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “due diligence”
meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person);
(vii) the preparation, binding and delivery of bound volumes in form and style reasonably satisfactory to Chardan and 12 transaction
lucite cubes or similar commemorative items in a style as reasonably requested by Chardan; (viii) all costs and expenses associated
with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective
investors, including without limitation, all travel, food and lodging expenses associated with such trips; (ix) $5,000 to counsel
for the Underwriters for an opinion setting forth those states in which the Common Stock may be traded in a non-issuer transaction;
and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section 3.12.1. The Representative may deduct from the net proceeds of the Offering payable to
the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth above to be paid by the Company to
the Representative and others, as agreed to by the Company in writing. If the Offering is not consummated for any reason whatsoever,
except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations
described in this Agreement, then the Company shall reimburse the Representative in full for their out-of-pocket accountable expenses
actually incurred by the Representative, including, without limitation, their legal fees (less any amounts previously paid), up
to an aggregate amount of $100,000. Additionally, upon any such termination, the Representative shall return to the Company any
portion of the amounts advanced towards the Underwriters’ expenses (of which $[75,000]
has previously been paid (“Advance”)) in excess of the out-of-pocket accountable expenses actually incurred
by the Representative, including, without limitation, their legal fees.
3.12.2. Fee
on Termination of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering the
Company shall: (A) reimburse the Representative for, or otherwise pay and bear, the expenses and fees to be paid and borne by the
Company as provided for in Paragraph 3.12.1 above, as applicable, and (B) reimburse the Representative for the full amount of their
accountable out-of-pocket expenses actually incurred to such date (which shall include, but shall not be limited to, all fees and
disbursements of the Representative’s counsel, travel, lodging and other “road show” expenses, mailing, printing
and reproduction expenses, and any expenses incurred by the Representative in conducting their due diligence), up to an aggregate
amount of $100,000, less the amounts previously paid and any amounts previously paid to the Representative in reimbursement for
such expenses. If applicable, and solely in the event of a termination of this Offering, the Representative shall refund to the
Company any portion of the Advance previously received by the Representative which is in excess of the accountable out-of-pocket
expenses actually incurred to such date by the Representative.
3.13. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application
described under the caption “Use of Proceeds” in the Prospectus.
3.14. Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the Effective Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants unless required by the Act or the
Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least
twelve (12) consecutive months beginning after the Effective Date.
3.15. Notice
to FINRA.
3.15.1. Business
Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the
Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide
the following to the FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of
all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing
the merger and acquisition services should not be considered an “underwriter and related person” with respect to the
Company’s initial public offering, as such term is defined in Rule 5110 of FINRA’s Rules. The Company also agrees that
proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company
files in connection with the Business Combination.
3.15.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify FINRA.
3.16. Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Units.
3.17. Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles
and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
3.18. Accountants.
For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain CohnReznick or other independent public accountants reasonably acceptable to the Representative.
3.19. Form
8-K. The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of
the Company as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company
of the proceeds of the initial public offering and the Private Placement, as well as the proceeds from the exercise of the Over-Allotment
if such exercise has occurred on the date of the Prospectus. Within three (3) trading days of the Closing Date, the Company will
file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements.
3.20. FINRA.
The Company shall advise FINRA if it is aware that any 5% or greater shareholder of the Company becomes an affiliate or associated
person of a FINRA member participating in the distribution of the Company’s Public Securities.
3.21. Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and
the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.22. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in “government
securities” with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise
conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company
consummates a Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding
or trading securities.
3.23. Business
Combination Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination,
the Company shall cause an announcement (“Business Combination Announcement”) to issued by a global press release
service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing
underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as
its merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement
and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not place the Business
Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.
3.24. Colorado
Trust Filing. In the event the Securities are registered in the State of Colorado, the Company will cause a Colorado Form ES
to be filed with the Commissioner of the State of Colorado no less than ten (10) days prior to the distribution of the Trust Account
in connection with a Business Combination and will do all things necessary to comply with Section 00-00-000 and Rule 51-3.4 of
the Colorado Securities Act.
3.25. Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without Chardan’s
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date.
3.26. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its expense, within
one (1) Business Day from the Effective Date, an Electronic Prospectus to be used by the Underwriters in connection with the Offering.
As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement
thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative,
that may be transmitted electronically by the other Underwriters to offerees and purchasers of the Units for at least the period
during which a Prospectus relating to the Units is required to be delivered under the Securities Act; (ii) it shall disclose the
same information as the paper prospectus and prospectus filed pursuant to XXXXX, except to the extent that graphic and image material
cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus
with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall
be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients
thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other
than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has
included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement
at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative
within the period when a prospectus relating to the Units is required to be delivered under the Securities Act, the Company shall
transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.27. Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which
are issuable upon exercise of the Warrants and the Representative’s Purchase Option, Representative’s Warrants and
the Placement Units outstanding from time to time.
3.28. Private
Placement Proceeds. Immediately upon establishment of the Trust Account and prior to the Closing, the Company shall deposit
all of the proceeds from the Private Placement in the Trust Account and shall provide the Representative with evidence of the same.
3.29. No
Amendment to Charter.
(i) The
Company covenants and agrees it will not seek to amend or modify Article SIXTH of its Amended and Restated Certificate of Incorporation
or Bylaws without the prior approval of its Board of Directors and the affirmative vote of at least 65% of the voting power of
the shares of Common Stock that were issued in the Offering.
(ii) The
Company acknowledges that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party
beneficiaries of Section 3.29 of this Agreement.
(iii) The
Representative and the Company specifically agree that this Section 3.29 shall not be modified or amended in any way without the
approval of at least 65% of the voting power of the shares of Common Stock that were issued in the Offering.
3.30. Financial
Printer. The Company shall retain a financial printer, reasonably acceptable to the Representative, for the purpose of facilitating
the Company’s XXXXX filings and the printing of the Preliminary Prospectus and Prospectus.
3.31. Listing
on the Nasdaq Capital Market. The Company will use commercially reasonable efforts to maintain the listing of the Public Securities
on the Nasdaq Capital Market or such other national securities exchange until the earlier of five (5) years from the Effective
Date or until the Public Securities are no longer registered under the Exchange Act.
3.32. Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of a Business Combination, the Company agrees
that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to Chardan, in accordance
with Section 1.3.
3.33. Warrant
Solicitation Fee. The Company hereby engages Chardan, on a non-exclusive basis, as its agent for the solicitation of the exercise
of the Warrants. The Company will (i) assist Chardan with respect to such solicitation, if requested by Chardan, and (ii) at Chardan’s
request, provide Chardan, and direct the Company’s transfer and warrant agent to provide to Chardan, at the Company’s
cost, lists of the record and, to the extent known, beneficial owners of, the Warrants. Commencing one year from the Business Combination,
the Company will pay Chardan a commission of five percent (5%) of the exercise price of the each Warrant exercised during the period
commencing twelve months after the closing of the Business Combination, including Warrants acquired by securityholders in the open
market, but excluding Warrants exercised during the 30-day period following notice of a proposed redemption. Notwithstanding the
foregoing, Chardan shall only receive a fee specified in this Section 3.33 if permitted under FINRA rules and regulations and only
to the extent that an investor who exercises Warrants indicates in writing that Chardan solicited the exercise. Chardan may engage
sub-agents in its solicitation efforts. The Company agrees to disclose the arrangement to pay such solicitation fees to Chardan
in any prospectus used by the Company in connection with the registration of the shares of Common Stock underlying the Warrants.
4. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided
herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof
and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following
conditions:
4.1. Regulatory
Matters.
4.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 P.M., New York time,
on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each
of the Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission
and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction
of Loeb & Loeb LLP (“Loeb”).
4.1.2. FINRA
Clearance. By the Effective Date, the Representative shall have received clearance from the FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. No
Commission Stop Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or
threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any part thereof,
and has not instituted or threatened to institute any proceedings with respect to such an order.
4.1.4. No
Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Representative pursuant
to Section 3.3 hereof shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings for that
purpose shall have been instituted or shall be contemplated.
4.1.5. The
Nasdaq Capital Market. By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Capital Market.
4.2. Company
Counsel Matters.
4.2.1.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxxxx,
Xxxxxxxx & Xxxxxx, P.C. (“GHC”), counsel to the Company, dated the Closing Date, addressed to the Representative
and the other Underwriters and in form and substance reasonably satisfactory to the Representative.
The opinion of counsel
shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives
of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at
which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed
and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness
of the statements contained in the Registration Statement, final Preliminary Prospectus and the Prospectus (except as otherwise
set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration
Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that
such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial
and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus). The opinion of counsel
shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect
any exercise of such rights will have on any other securities of the Company or on the Offering.
4.2.2. Option
Closing Date Opinion of Counsel. On each Option Closing Date, if any, the Representative shall have received the favorable
opinion of GHC, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory
to counsel to the Representative, confirming as of each Option Closing Date, the statements made by GHC in its opinion delivered
on the Closing Date.
4.2.3. Reliance.
In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of
other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to
the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments
of various jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided
that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion
of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect
that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
4.3. Cold
Comfort Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any,
the Representative shall have received a letter, addressed to the Representative and in form and substance satisfactory in all
respects (including the nature of the changes or decreases, if any, referred to in clause (iii) below) to the Representative from
CohnReznick dated, respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:
(i) Confirming
that they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the
applicable Regulations and that they have not, during the periods covered by the financial statements included in the Registration
Statement, the Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used
in Section 10A(g) of the Exchange Act;
(ii) Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations
thereunder;
(iii) Stating
that, on the basis of a limited review which included a reading of the latest available minutes of the shareholders and board of
directors and the various committees of the board of directors, consultations with officers and other employees of the Company
responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention
which would lead them to believe that: (a) at a date not later than five (5) days prior to the Effective Date, Closing Date or
Option Closing Date, as the case may be, there was any change in the capital stock or long-term debt of the Company, or any decrease
in the shareholders’ equity of the Company as compared with amounts shown in the December 31, 2015 balance sheet included
in the Registration Statement, the Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the
Registration Statement, the Preliminary Prospectus and the Prospectus, or, if there was any decrease, setting forth the amount
of such decrease; and (c) during the period from December 31, 2015 (balance sheet date) to a specified date not later than five
(5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any decrease in net earnings
or net earnings per share of Common Stock, in each case as compared with the corresponding period in the preceding year and as
compared with the corresponding period in the preceding year, other than as set forth in or contemplated by the Registration Statement,
the Preliminary Prospectus and the Prospectus, or, if there was any such decrease, setting forth the amount of such decrease;
(iv) Stating
they have compared specific dollar amounts, numbers of shares, percentages of earnings, statements and other financial information
pertaining to the Company set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus in each case to
the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records,
including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results
obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute
an examination in accordance with the PCAOB) set forth in the letter and found them to be in agreement;
(v) Stating
they have not, since inception, provided the Company’s management with any written communication in accordance with Statement
on Auditing Standards No. 60 “Communication of Internal Control Structure Related Matters Noted in an Audit”; and
(vi) Statements
as to such other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chairman of the Board or the President and the Secretary or Assistant Secretary of the Company, dated
the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all
covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to
and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4.5 hereof
have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations
and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received
such other and further certificates of officers of the Company as the Representative may reasonably request.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the
case may be, respectively, certifying: (i) that the Amended and Restated Certificate of Incorporation and Bylaws of the Company
are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions relating to the public
offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) all correspondence between
the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock
Market; and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached
to such certificate.
4.5. No
Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no
material adverse change or development that is likely to result in a material adverse change in the condition or prospects or the
business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the
Registration Statement and Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened
against the Company or any Initial Shareholder before or by any court or federal or state commission, board or other administrative
agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or
financial condition or income of the Company, except as set forth in the Registration Statement, the Preliminary Prospectus and
Prospectus; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened
by the Commission; and (iv) the Registration Statement, the Preliminary Prospectus and the Prospectus and any amendments or supplements
thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations
and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement,
the Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case
of the Prospectus, in light of the circumstances under which they were made), not misleading.
4.6. Delivery
of Agreements.
4.6.1. Effective
Date Deliveries. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Stock
Escrow Agreement, Warrant Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement, all of the Insider
Letters and the Private Units Purchase Agreement.
4.6.2. Closing
Date Deliveries. On the Closing Date, the Company shall have delivered to the Representative and their designees executed copies
of the Representative’s Purchase Option.
5. Indemnification.
5.1. Indemnification
of Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each
dealer selected by the Representative that participates in the offer and sale of the Units (each a “Selected Dealer”)
and each of their respective directors, officers and employees and each person, if any, who controls any such Underwriter (“Controlling
Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss,
liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred
in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising
out of any action between any of the Underwriters and the Company or between any of the Underwriters and any third party or otherwise)
to which they or any of them may become subject under the Act, the Exchange Act or any other federal, state or local statute, law,
rule, regulation or ordinance or at common law or otherwise or under the laws, rules and regulation of foreign countries, arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained in: (i) any Preliminary Prospectus,
the Registration Statement, or the Prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective
amendment or amendments or any new registration statement and prospectus in which is included securities of the Company issued
or issuable upon exercise of the Representative’s Purchase Option; or (iii) any application or other document or written
communication (in this Section 5 collectively called “Application”) executed by the Company or based upon written
information furnished by the Company in any jurisdiction in order to qualify the Units under the securities laws thereof or filed
with the Commission, any state securities commission or agency, the Nasdaq Stock Market or any securities exchange; or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance
upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such
Underwriter expressly for use in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or
supplement thereof. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary
Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter to the extent
that any loss, liability, claim, damage or expense of such Underwriter results from the fact that a copy of the Prospectus was
not given or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of
sale of the Securities to such person as required by the Act and the Regulations, and if the untrue statement or omission has been
corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its
obligations under Section 3.4 hereof. The Company agrees promptly to notify the Representative of the commencement of any litigation
or proceedings against the Company or any of its officers, directors or Controlling Persons in connection with the issue and sale
of the Securities or in connection with the Preliminary Prospectus, the Registration Statement, or the Prospectus. For purposes
of this Section 5, the term Underwriter or Underwriters shall refer to each Underwriter whether acting as an underwriter or as
a qualified independent underwriter.
5.1.2. Procedure.
If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action and
the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval
of such Underwriter) and payment of actual expenses. Such Underwriter or Controlling Person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or
such Controlling Person unless: (i) the employment of such counsel at the expense of the Company shall have been authorized in
writing by the Company in connection with the defense of such action; (ii) the Company shall not have employed counsel to have
charge of the defense of such action; or (iii) such indemnified party or parties shall have reasonably concluded that there may
be defenses available to it or them which are different from or additional to those available to the Company (in which case the
Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of
which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter and/or
Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the Underwriter
or Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to approve the
terms of any settlement of such action which approval shall not be unreasonably withheld.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the
several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in
any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to
such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it is
expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action shall
be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against
any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person
so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.
5.3. Contribution.
5.3.1. Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled
to indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section
5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required
on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such
case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the
nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions
that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on
the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance;
provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions
of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price
at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and
expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and
each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall
have the same rights to contribution as the Underwriters or the Company, as applicable.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another
party (“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission to
so notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party
or its representative of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled
to participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party
shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding effected
by such party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking
contribution without the written consent of such Contributing Party. The contribution provisions contained in this Section are
intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available.
The Underwriters’ obligations to contribute pursuant to this Section 5.3 are several and not joint.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Units or the Option Units, if the over-allotment option is exercised, hereunder, and if the number of the
Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm
Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the
default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above relates to more than
10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or parties
to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within one (1) Business
Day after such default relating to more than 10% of the Firm Units or Option Units, the Representative does not arrange for the
purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within
which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm Units or Option
Units on such terms. In the event the Representative does not arrange for the purchase of the Firm Units or Option Units to which
a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability on the part
of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5
hereof); provided, however, that if such default occurs with respect to the Option Units, this Agreement will not
terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter of its liability,
if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the
right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business
Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly
any amendment to, or to supplement, the Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the case may
be, that in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used
in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such Securities.
7. Additional
Covenants.
7.1. Additional
Shares or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue
any shares of Common Stock or any options or other securities convertible into Common Stock, or any shares of Preferred Stock which
participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.
7.2. Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any
operating business or businesses which the Company seeks to acquire (each, a “Target Business”) unless and until
such Target Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar
document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) it has read
the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $41,400,000 for the
benefit of the Public Shareholders, and that (ii) for and in consideration of the Company agreeing to evaluate such Target Business
for purposes of consummating a Business Combination with it, such Target Business agrees that it does not have any right, title,
interest or claim of any kind in or to any monies of the Trust Account (“Claim”) and waives any Claim it may
have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek
recourse against the Trust Account for any reason whatsoever. The Company further agrees that it will use its best efforts, prior
to obtaining the services of any vendor, to obtain a written acknowledgment from such vendor, whether through a letter of intent,
memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing
any of the foregoing), that: (i) such vendor has read the Prospectus and understands that the Company has established the Trust
Account, initially in an amount of $41,400,000 for the benefit of the Public Shareholders, and that (ii) for and in consideration
of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any Claim and waives any
Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and
will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the
form attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director of the Company shall
execute a waiver letter in the form attached hereto as Exhibit C.
7.3. Insider
Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider
Letters executed between each Initial Shareholder and the Representative or the Private Units Purchase Agreement and will not allow
any amendments to, or waivers of, such Insider Letters or the Private Units Purchase Agreement without the prior written consent
of the Representative.
7.4. Amended
and Restated Certificate of Incorporation. The Company shall not take any action or omit to take any action that would cause
the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation. Except as provided in Section
3.29, prior to the consummation of a Business Combination, the Company will not amend its Amended and Restated Certificate of Incorporation,
without the prior written consent of the Representative.
7.5. Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representative with copies
of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business
Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which
its initial public offering was registered, such information as may be requested by such state.
7.6. Acquisition/Liquidation
Procedure. The Company agrees that it will comply with Article SIXTH of its Amended and Restated Certificate of Incorporation
in connection with the consummation of a Business Combination or the failure to consummate a Business Combination within 18 months
from the Effective Date (subject to extension for an additional six month period, as described in the Prospectus).
7.7. Rule
419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the
Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any
of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a-51-1 under
the Exchange Act during such period.
7.8. Presentation
of Potential Target Businesses. The Company shall cause each of the Initial Shareholders to agree that, in order to minimize
potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company
for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business,
until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company, subject to any
pre-existing fiduciary obligations the Initial Shareholders might have.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date or the Option
Closing Date, if any, and such representations, warranties and agreements of the Underwriters and Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made
by or on behalf of any Underwriter, the Company or any Controlling Person, and shall survive termination of this Agreement or the
issuance and delivery of the Securities to the several Underwriters until the earlier of the expiration of any applicable statute
of limitations and the seventh anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the
representations, warranties and agreements shall terminate and be of no further force and effect.
9. Effective
Date of This Agreement and Termination Thereof.
9.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective
by the Commission.
9.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic
or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate
future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange,
the American Stock Exchange, the Nasdaq Stock Market or on the OTC Bulletin Board (or successor trading market) shall have been
suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have
been fixed, or maximum ranges for prices for securities shall have been required on the OTC Bulletin Board or by order of the Commission
or any other government authority having jurisdiction; or (iii) if the United States, Russia or any Eastern European country shall
have become involved in a war or an initiation or increase in major hostilities, or (iv) if a banking moratorium has been declared
by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially
adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood,
accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have
been insured, will, in the Representative’s opinions, make it inadvisable to proceed with the delivery of the Units; or (vii)
if any of the Company’s representations, warranties or covenants hereunder are breached; or (viii) if the Representative
shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company,
or such adverse material change in general market conditions, including, without limitation, as a result of terrorist activities
after the date hereof, as in the Representative’s judgment would make it impracticable to proceed with the offering, sale
and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Units.
9.3. Expenses.
In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative’s
or any underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, within
the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket
expenses actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.12
hereof.
9.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such
election or termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered
by hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed
and shall be deemed given when so mailed, delivered or faxed (or if mailed, two (2) days after such mailing):
If to the Representative:
Chardan Capital
Markets, LLC
00 Xxxxx
Xxxxxx, Xxxxx 0000
Xxx Xxxx,
Xxx Xxxx 00000
Attn.: Xxxxx Xxxxxxx
Fax: (000)
000-0000
Copy to (which copy shall not
be deemed to constitute notice to the Representative):
Loeb & Loeb
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx,
Esq. and Xxxxxxxx Xxxxxx, Esq.
Fax: (000) 000-0000
If to the Company:
Jensyn Acquisition Corp.
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Attn: Xxxxxxx Xxxxxxx, President
and Chief Executive Officer
Copy to (which copy shall not
be deemed to constitute notice to the Company):
Xxxxxxxx, Xxxxxxxx &
Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx, Xxxxx
000
Red Bank, NJ 07701
Attn: Xxxxxx X. Xxxxxxxx,
Esq.
Fax: (000) 000-0000
10.2.
Headings. The headings contained herein are for the sole purpose of convenience of reference, and
shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6. Governing
Law, Venue, etc.
10.6.1. 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 the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto):
(i) agrees that any legal suit, action or proceeding arising out of or relating to this agreement and/or the transactions contemplated
hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York; (ii) waives any objection which such party may have or hereafter to the venue of any such suit,
action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County
of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.
10.6.2. Each
of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of
any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York,
or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company
or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service
of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative
mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon
the Representative, in any such suit, action or proceeding.
10.6.3. THE
COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.4. The
Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of
its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
10.7. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall
constitute valid and sufficient delivery thereof.
10.8. Waiver,
Etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
10.9. No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection
with the offering of the Company’s securities. The Company further acknowledges that the Underwriters are acting pursuant
to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the
parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors
or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the
offering of the Company’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim
any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect.
The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to
any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions,
including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not
constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by
law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary
or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to
such transactions.
[REMAINDER OF PAGE INTENTIONALLY LEFT
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If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement between us.
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Chardan Capital Markets, LLC,
as Representative of the several Underwriters |
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SCHEDULE A
Jensyn
Acquisition Corp.
4,000,000 Units
| Underwriter | |
Number of Firm Units to be Purchased | |
| Chardan Capital Markets, LLC | |
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| Maxim Group LLC | |
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| Cantor Xxxxxxxxxx & Co. | |
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| TOTAL | |
| 4,000,000 | |
EXHIBIT A
Form of Target Business Letter
Jensyn Acquisition Corp.
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Attn.: Xxxxxxx Xxxxxxx, President and Chief Executive Officer
Gentlemen:
Reference is made to
the Final Prospectus of Jensyn Acquisition Corp. (the “Company”), dated ______, 2016 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus
and understand that the Company has established a “trust account”, initially in an amount of at least $41,400,000 for
the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and
(ii) interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working
capital and general corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a
Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination
within the allotted time.
For and in consideration
of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition
with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies
in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account
for any reason whatsoever.
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EXHIBIT B
Form of Vendor Letter
Jensyn Acquisition Corp.
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Attn.: Xxxxxxx Xxxxxxx, President and Chief Executive Officer
Gentlemen:
Reference is made to
the Final Prospectus of Jensyn Acquisition Corp. (the “Company”), dated ______, 2016 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus
and understand that the Company has established a “trust account”, initially in an amount of at least $41,400,000 for
the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and
(ii) interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working
capital and general corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a
Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination
within the allotted time.
For and in consideration
of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have
any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby
waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the
Company and will not seek recourse against the trust account for any reason whatsoever.
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EXHIBIT C
Form of Director/Officer Letter
Jensyn Acquisition Corp.
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Attn.: Xxxxxxx Xxxxxxx, President and Chief Executive Officer
Gentlemen:
The undersigned officer
or director of Jensyn Acquisition Corp. (the “Company”) hereby acknowledges that the Company has established
the “trust account”, initially in an amount of at least $41,400,000 for the benefit of the “public shareholders”
and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for
(i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and (ii) interest earned
by the trust account that may be released to the Company from time to time to fund the Company’s working capital and general
corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a Business Combination,
or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted
time.
The undersigned hereby
agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company
and will not seek recourse against the trust account for any reason whatsoever.
Notwithstanding the
foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market.
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