BARINGTON/HILCO ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [______], 2015Warrant Agreement • January 27th, 2015 • Barington/Hilco Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2015, is by and between Barington/Hilco Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2015 • Barington/Hilco Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of January, 2015, by and among Barington/Hilco Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Barington/Hilco Acquisition Corp New York, New York 10019Barington/Hilco Acquisition Corp. • January 27th, 2015 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Barington/Hilco Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one right (“Right”) to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination and one warrant (“Warrant”) entitling the holder to purchase one-half (1/2) of one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 15 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 27th, 2015 • Barington/Hilco Acquisition Corp. • Blank checks • New York
This Agreement is made as of _______, 2015 (this “Agreement”) by and between Barington/Hilco Acquisition Corp., a Delaware corporation, with offices at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • January 27th, 2015 • Barington/Hilco Acquisition Corp. • Blank checks • New York
Rights Agreement made as of _______, 2015 (this “Agreement”) between Barington/Hilco Acquisition Corp., a Delaware corporation, with offices at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Right Agent”).
NUMBER ________-W (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTSBarington/Hilco Acquisition Corp. • January 27th, 2015 • Blank checks
is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the three year anniversary of the completion by Barington/Hilco Acquisition Corp., a Delaware corporation (the “Company”), of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), or earlier upon redemption, to purchase one half (1/2) of one fully paid and non-assessable share of common stock, par value $.0001 per share (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a) _________, 2016 [one year from the date of the final prospectus] and (b) the Company’s completion of a Business Combination, such whole number of Shares of the Company at the price of $12.50 per whole share, upon surrender of
BARINGTON/HILCO ACQUISITION CORP.Barington/Hilco Acquisition Corp. • January 27th, 2015 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Barington/Hilco Acquisition Corp. (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Barington Capital Group, L. P. (“Barington”) or one of its affiliates shall make available to the Company, (a) such secretarial and administrative services as may be reasonably required by the Company (the “Administrative Services”), and (b) a license (the “License”) to use such office space and receive such utilities and building services as may be reasonably required by the Company at
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 27th, 2015 • Barington/Hilco Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _______, 2015 (“Agreement”), by and among BARINGTON/HILCO ACQUISITION CORP., a Delaware corporation (“Company”), [Insiders] (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
