20,000,000 Units TKK SYMPHONY ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
TKK Symphony Acquisition Corporation, a Cayman Islands exempted 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 • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ____, 2018, by and among TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investors” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _____, 2018 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
RIGHTS AGREEMENTRights Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ____, 2018 between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company with offices at c/o Texas Kang Kai Capital Management ( Hong Kong) Limited, 2039, 2/F United Center, 95 Queensway Admiralty, Hong Kong (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of ____, 2018, by and between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017TKK SYMPHONY ACQUISITION Corp • August 6th, 2018 • Blank checks • New York
This is to confirm our agreement whereby TKK Symphony Acquisition Corporation, a Cayman Islands exempted 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. 333-226423) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
TKK Symphony Acquisition Corporation c/o Texas Kang Kai Capital Management ( Hong Kong) Limited 2039, 2/F United Center,Letter Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of TKK Symphony Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TKK Capital Holding shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 2039, 2/F United Center, 95 Queensway Admiralty, Hong Kong (or any successor location). In exchange therefor, the Company shall pay TKK Capital Holding the
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
This Agreement is made as of _____, 2018 by and between TKK Symphony Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • August 6th, 2018 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ______, 2018 (“Agreement”), by and among TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
TKK Symphony Acquisition Corporation c/o Texas Kang Kai Capital Management (Hong Kong) Limited 2039, 2/F United Center,Underwriting Agreement • August 6th, 2018 • TKK SYMPHONY 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 TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant (the “Warrants”), each redeemable Warrant entitling the holder thereof to purchase one half of one Ordinary Share at a price of $5.75 per half share, and one right to receive one-tenth of an Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
