7,000,000 Units CAMBRIDGE CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the “Representative,” with the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Re: Initial Public OfferingUnderwriting Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10016Financial Advisory Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby Cambridge Capital Acquisition Corporation, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Financial Advisor”) to assist it in connection with the Company seeking to enter into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-191868) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”) with one or more businesses or entities (each a “Target”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
This Agreement is made as of December 17, 2013 by and between Cambridge Capital Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Re: Initial Public OfferingUnderwriting Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
CAMBRIDGE CAPITAL ACQUISITION CORPORATIONOffice Space and Administrative Services Agreement • December 23rd, 2013 • Cambridge Capital 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 Cambridge Capital Acquisition Corporation (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”), Cambridge Capital LLC 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, situated at 525 South Flagler Drive, Suite 201, West Palm Beach, FL 33401 (or any successor location). In exchange therefore, the Company shall pay Cambridge Capital LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Terminat
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 17, 2013 (“Agreement”), by and among CAMBRIDGE CAPITAL ACQUISITION CORPORATION, a Delaware corporation (“Company”), GORDON FAMILY 2007 TRUST, MITCHELL GORDON, MICHAEL J. DURHAM, GANTCHER FAMILY LIMITED PARTNERSHIP, SCOTT LAURANS, BOB HAMMEL, HERB SHEAR, JONATHAN MEEKS, SIDNEY BROWN, DAVID BRODSKY, ELLIOTT BRODSKY, JONATHAN MORRIS, ALEX 2012 TRUST, RAYMOND AVON VENTURES, LLC and RAMON SUAZO (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WARRANT AGREEMENTWarrant Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
Agreement made as of December 17, 2013 between Cambridge Capital Acquisition Corporation, a Delaware corporation, with offices at 525 South Flagler Drive, Suite 201 West Palm Beach, Florida 33401 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2013 • Cambridge Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of December, 2013, by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
