UNDERWRITING AGREEMENT between ALLEGRO MERGER CORP. and CANTOR FITZGERALD & CO. Dated: _____________, 2018 ALLEGRO MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2018 • Allegro Merger Corp. • Blank checks • New York
The undersigned, Allegro Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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:
WARRANT AGREEMENTWarrant Agreement • June 21st, 2018 • Allegro Merger Corp. • Blank checks • New York
This agreement is made as of ____________, 2018 between Allegro Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, NY 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2018 • Allegro Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ______, 2018, by and among Allegro Merger Corp., a Delaware 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 • June 21st, 2018 • Allegro Merger Corp. • Blank checks • New York
Agreement made as of _________, 2018 between Allegro Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2018 • Allegro Merger Corp. • Blank checks • New York
This Agreement is made as of __________, 2018 by and between Allegro Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
ALLEGRO MERGER CORP.Allegro Merger Corp • June 21st, 2018 • Allegro Merger 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 Allegro Merger 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”), Crescendo Advisors II, 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 777 Third Avenue, 37th Floor, New York, New York 10017 (or any successor location). In exchange therefore, the Company shall pay Crescendo Advisors II, LLC the sum of $12,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescend
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 21st, 2018 • Allegro Merger Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [__] day of June 2018, by and between Allegro Merger Corp., a Delaware corporation (the “Company”), having its principal place of business at 777 Third Avenue, 37th Floor, New York, New York 10017, and the subscribers set forth on Schedule A hereto (the “Subscribers”).
Allegro Merger Corp. New York, New York 10017Underwriting Agreement • June 21st, 2018 • Allegro Merger 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 Allegro Merger Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., (“Cantor Fitzgerald”) as 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 “Public Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one right to receive one-tenth of one share of Common Stock and one warrant to purchase one share of Common Stock (“Warrant”). Certain capitalized terms used herein are defined in Section 14 hereof.
