10,000,000 Units UNION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
Union Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”) is entered into as of the 27th day of February, 2018, by and among Union Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
This agreement is made as of February 27, 2018 between Union Acquisition Corp., a Cayman Islands exempted company, with offices at 400 Madison Avenue, Suite 11A, New York, NY 10017 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 27, 2018 between Union Acquisition Corp, a Cayman Islands exempted company with offices at 400 Madison Avenue, Suite 11A, New York, New York 10017 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
This Agreement is made as of February 27, 2018 by and between Union Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
UNION ACQUISITION CORP. 400 Madison Ave, Suite 11A New York, NY 10017Office Space and Administrative Services Agreement • March 5th, 2018 • Union 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 Union Acquisition Corp. (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”), Atlantic-Pacific Capital, Inc. and UCG International Corp. 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. In exchange therefor, the Company shall pay Atlantic-Pacific Capital, Inc. and UCG International Corp. the aggregate sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Each of Atlantic-Pacific Cap
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 5th, 2018 • Union Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 27, 2018 (“Agreement”), by and among UNION ACQUISITION CORP., a Cayman Islands exempted company (“Company”), UNION GROUP INTERNATIONAL HOLDINGS LIMITED (“Union Group”), UNION ACQUISITION ASSOCIATES, LLC (“Union Associates”), KYLE P. BRANSFIELD, GERALD W. HADDOCK, DANIEL W. FINK, JOSEPH J. SCHENA, JIM MANLEY, CIM SECURITIES, LLC, and LADENBURG THALMANN & CO. INC. (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
