5,250,000 Units BISON CAPITAL Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
Bison Capital 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 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 • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 19, 2017, by and among Bison Capital Acquisition Corp., a British Virgin Islands company (the “Company”), the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Bison Capital Acquisition Corp. • June 26th, 2017 • Blank checks • New York
This is to confirm our agreement whereby Bison Capital 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 (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. 333-218404) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
Agreement made as of June 19, 2017 between Bison Capital Acquisition Corp., a British Virgin Islands company, with offices at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China 100016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ( the “Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Registration Rights Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY BISON CAPITAL ACQUISITION CORP. (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND JUNE 19, 2018 AND IS VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of June 19, 2017 (this “Agreement”), by and among BISON CAPITAL ACQUISITION CORP., a British Virgin Islands Company (the “Company”), BISON CAPITAL HOLDING COMPANY LIMITED (“Bison Capital”) and JAMES JIAYUAN TONG (collectively with Bison Capital, the “Initial Shareholders”), EarlyBirdCapital and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • Virgin Islands
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 19th day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and EarlyBirdCapital, Inc., having its principal place of business at 366 Madison Avenue, New York, New York 10017 (the “Purchaser”), amends and replaces certain Unit Subscription Agreement dated as of June 9, 2017 by and between the Company and the Purchaser in its entirety.
Bison Capital Acquisition Corp. No. 40 Liangmaqiao Road Chaoyang District, Beijing, ChinaBison Capital Acquisition Corp. • June 26th, 2017 • 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 Bison Capital Acquisition Corp., a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc., as representative of the underwriters (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 to receive one-tenth of one Ordinary Share, and one-half of one warrant (the “Warrant”), each whole Warrant to purchase one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 15 hereof. In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with th
RIGHT AGREEMENTRight Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
Agreement made as of June 19, 2017 between Bison Capital Acquisition Corp., a British Virgin Islands company, with offices at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China 100016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
This Agreement is made as of June 19, 2017 by and between Bison Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
Bison Capital Acquisition Corp.Bison Capital Acquisition Corp. • June 26th, 2017 • 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 Bison Capital 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”), Bison Capital Holding Company Limited, a company incorporated in the Cayman Islands (“Bison Capital”), 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 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China (or any successor location). In exchange therefore, the Company shall pay Bison Capital the sum of $5,0
