5,000,000 Units Pacific Special Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
Pacific Special Acquisition Corp., a British Virgin Islands company (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 14, 2015, by and among Pacific Special Acquisition Corp., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
Agreement made as of October 14, 2015 between Pacific Special Acquisition Corp., a British Virgin Islands Company, with offices at 855 Pudong South Road, The World Plaza, 27th Floor, Pudong, Shanghai China 200120 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 October 14, 2015Pacific Special Acquisition Corp. • October 20th, 2015 • Blank checks • New York
This is to confirm our agreement whereby Pacific Special Acquisition Corp., a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-206435) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
Agreement made as of October 14, 2015 between Pacific Special Acquisition Corp., a British Virgin Islands company, with offices at 855 Pudong South Road, The World Plaza, 27th Floor, Pudong, Shanghai, China 200120 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
This Agreement is made as of October 14, 2015 by and between Pacific Special Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
October 14, 2015Pacific Special Acquisition Corp. • October 20th, 2015 • 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 Pacific Special Acquisition Corp., a British Virgin Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule 1 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, no par value, of the Company (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination and one warrant (the “Warrant”) to purchase one-half of one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 16 hereof.
Pacific Special Acquisition Corp.Pacific Special Acquisition Corp. • October 20th, 2015 • 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 Pacific Special 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”), an affiliate of Mr. Jian Tu 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 855 Pudong South Road, The World Plaza, 27th Floor, Pudong, Shanghai, China 200120 and at 40 Wall Street, 28th Floor, New York, New York 10005 (or any successor locations). In exchange therefore, the Company shall pay one of Mr. Tu’s affiliates the sum of $10,000
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of October 14, 2015 (“Agreement”), by and among PACIFIC SPECIAL ACQUISITION CORP., a British Virgin Islands Company (“Company”), ZHENGQI INTERNATIONAL HOLDING LIMITED (“ZIHL”), JIAN TU, ZHOUHONG PENG, DAVID BORIS, YAQI FENG, GUOXIONG LUO, JASON ZEXIAN SHEN and HONGHUI DENG (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
