WARRANT AGREEMENT Dated as of July 29, 2015Warrant Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 29, 2015, is by and between Easterly 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
Easterly Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 18,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,700,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2015, is made and entered into by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”) and Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of July 29, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 4, 2015, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and Thomas Purcell (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 29, 2015 by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Easterly Acquisition Corp.Easterly Acquisition Corp. • August 10th, 2015 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Easterly 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”), Easterly Acquisition Sponsor, LLC (the “Sponsor”) and Easterly Capital, LLC, an affiliate of the Sponsor, shall make available to the Company, at 138 Conant Street, Beverly, MA 01915 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Easte
July 29, 2015Letter Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,700,000 of the Company’s units (including up to 2,700,000 Units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the
