Common Contracts

July 27, 2017

Underwriting Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York

• Contract Type
  Underwriting Agreement
• Filed
  August 2nd, 2017
• Company
  PENSARE ACQUISITION Corp
• Industry
  Blank checks
• Jurisdiction
  New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 and the prospectus (the “Pros

Pensare Acquisition Corp. Suite 629 Atlanta, GA 30309 EarlyBirdCapital, Inc. New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:

Underwriting Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks

• Contract Type
  Underwriting Agreement
• Filed
  July 24th, 2017
• Company
  PENSARE ACQUISITION Corp
• Industry
  Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1, No. 333-219162 and the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) an