FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2015, by and among Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF WARRANT AGREEMENTWarrant Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
Agreement made as of ______, 2015 between Electrum Special Acquisition Corporation, a British Virgin Islands company, with offices at c/o The Electrum Group LLC, 700 Madison Avenue, 5th Floor, New York, NY 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
FORM OF INSIDER LETTER AGREEMENTInsider Letter Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”), and Cantor Fitzgerald & Co., 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 ordinary share of the Company, no par value (the “Ordinary Shares”), and one warrant (“Warrant”) to purchase one-half of one Ordinary Share at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) as described in the Company’s final prospectus (the “Prospectu
Subscription AgreementSubscription Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks
This offer is subject to the conditions that the Shares will, when issued, be validly issued, fully paid, and non-assessable, and that the Corporation is duly organized, validly existing and in good standing as a British Virgin Islands business company.
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June __, 2015 (as it may from time to time be amended, this “Agreement”), is entered into by and between Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”), and [__] (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
This Agreement is made as of ________, 2015 by and between Electrum Special Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Electrum Special Acquisition CorporationOffice Space and Administrative Services Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Electrum Special Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), The Electrum Group LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 700 Madison Avenue, 5th Floor, New York, NY 10065 (or any successor location). In exchange therefore, the Company shall pay The Electrum Group LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. T
Electrum Special Acquisition Corporation New York, NY 10022Securities Purchase Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks • Virgin Islands
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 3,737,500 ordinary shares (the “Ordinary Shares”) of no par value per share, up to 487,500 of which Ordinary Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Ordinary Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding such Ordinary Shares (the “Agreement”), are as follows:
May 27, 2015 Electrum Special Acquisition Corporation c/o The Electrum Group LLCEngagement Agreement • June 4th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
