0001144204-16-112809 Sample Contracts

UNDERWRITING AGREEMENT between and CANTOR FITZGERALD & CO. Dated: July 7, 2016
Underwriting Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York

The undersigned, M III Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows

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WARRANT AGREEMENT
Warrant Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (“Agreement”) dated as of July 7, 2016 is between M III Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 7, 2016, is made and entered into by and among M III Acquisition Corp., a Delaware corporation (the “Company”), M III Sponsor I, LLC., a Delaware limited liability company (the “LLC Sponsor”), M III Sponsor I LP, a Delaware limited partnership (the “LP Sponsor” and collectively with the LLC Sponsor, the “Sponsor”), Cantor Fitzgerald & Co. (“CF & Co.”) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and 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”).

AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York

This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 7th day of July 2016, by and between M III Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 3 Columbus Circle, 15th Floor, New York, NY 10019, and Cantor Fitzgerald & Co., a New York partnership (“Subscriber”), having its principal place of business at 110 East 59th Street, New York, New York 10022.

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York

This Agreement is made as of July 7, 2016 by and between M III Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

Contract
Letter Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York
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