REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 27, 2018, is made and entered into by and among New Frontier Corporation, a Cayman Islands exempted company (the “Company”), New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Sponsor”), 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”).
25,000,000 Units New Frontier Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and
INDEMNITY AGREEMENTIndemnity Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 27, 2018, by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Edward Leong Che-hung (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 27, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Sponsor” or the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 27, 2018, is by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 27, 2018 by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NEW FRONTIER CORPORATION 23rd Floor, 299 QRC Hong Kong June 27, 2018Letter Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • Hong Kong
This letter agreement (this “Agreement”) by and between New Frontier Corporation (the “Company”) and New Frontier Capital II Ltd. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
New Frontier Corporation 23rd Floor, 299 QRC Hong Kong Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and UBS Securities LLC as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
