REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__] day of [________], 2015, by and among E-compass Acquisition Corp., a Cayman Islands corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • July 24th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
Agreement made as of [l], 2015 between E-compass Acquisition Corp., a Cayman Islands exempted company, with offices at 6F/Tower, 2 West Proper Centre, No.5, Guanghua Road, Chaoyang District, Beijing, 100020, P.R. China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
E-compass Acquisition Corp. 6F/Tower, 2 West Prosper Centre No.5, Guanghua Road Chaoyang District Beijing, 100020, P.R. ChinaE-Compass Acquisition Corp. • July 24th, 2015 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between E-compass Acquisition Corp., a Cayman Islands corporation (the “Company”), and Cantor Fitzgerald & Co., 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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
This Agreement is made as of [________], 2015 by and between E-compass Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
UNDERWRITING AGREEMENT between E-compass Acquisition Corp. and CANTOR FITZGERALD & CO. Dated: _______________, 2015 E-compass Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
The undersigned, E-compass Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Underwriter”) as follows:
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 24th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [________], 2015 (“Agreement”), by and among E-COMPASS ACQUISITION CORP., a Cayman Islands corporation (“Company”), LODESTAR INVESTMENT HOLDINGS I LLC, HANDY GLOBAL LIMITED, CLASSICAL SKY LIMITED and CARNELIAN BAY CAPITAL INC. (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
E-compass Acquisition Corp. 6F/Tower, 2 West Prosper Centre No.5, Guanghua Road Chaoyang DistrictE-Compass Acquisition Corp. • July 24th, 2015 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between E-compass Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination. The undersigned intends to purchase at least 2,000,000 Units in the IPO (such 2,000,000 Units being referred to herein as the “Restricted Units”). Certain capitalized terms used herein are defined in paragraph 5 hereof.
E-compass Acquisition Corp.E-Compass Acquisition Corp. • July 24th, 2015 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between E-compass Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination. The undersigned intends to purchase at least 1,000,000 Units in the IPO (such 1,000,000 Units being referred to herein as the “Restricted Units”). Certain capitalized terms used herein are defined in paragraph 6 hereof.
