WARRANT AGREEMENT between Monocle Acquisition Corporation and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 6, 2019, is by and between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 6, 2019, is made and entered into by and among Monocle Acquisition Corporation, a Delaware corporation (the “Company”), Monocle Partners, LLC, a Delaware limited liability company (the “Sponsor”), Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Cowen Investments 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 6, 2019 by and between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT, dated as of February 6, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and Monocle Partners, LLC, a Delaware limited liability company (the “Purchaser”).
15,000,000 Units MONOCLE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
The Common Stock and Public Warrants included in the Firm Units will not be separately tradable until the 52nd day after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of gross proceeds of the Offering (as defined below) and announcing when such separate trading will begin. Each Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock for $11.50 per share during the period commencing on the later of thirty (30) days after the completion of an initial Business Combination (as defined below) or twelve (12) months from the closing of the initial public offering contemplated by this Agreement (the “Offering”) and terminating on the five-year anniversary of the date of the completion of such Business Combin
Monocle Acquisition Corporation New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
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 between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and Cowen and Company, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (each, a “Unit”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant (each, a “Warrant”). Each 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 s
Monocle Acquisition CorporationMonocle Acquisition Corp • February 12th, 2019 • Blank checks • New York
This letter agreement by and between Monocle Acquisition Corporation (the “Company”) and Monocle Management LLC (“Management”), 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 Nasdaq Capital Market (the “Listing Date”), and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-228470) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), Management shall make available to the Company certain office space and general and administrative services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay Management the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.
COWEN AND COMPANY, LLC New York, NY 10022Monocle Acquisition Corp • February 12th, 2019 • Blank checks • New York
This is to confirm our agreement whereby Monocle Acquisition Corporation, a Delaware corporation (“Company”), has requested Cowen and Company, LLC and Chardan Capital Markets, LLC, 17 State Street, Suite 2100, New York, NY 10004 (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-228470) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
