REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2018, by and among Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
10,000,000 Units Alberton Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks • New York
The undersigned, Alberton Acquisition Corporation, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2018 between Alberton Acquisition Corporation, a British Virgin Islands corporation, with offices at Room 1001, 10/F, Capital Center, 151 Gloucester Road, Wanchai, Hong Kong (the “Company”), and Continental Stock Transfer& Trust Company, a New York limited liability trust company, with offices at 1 State Street Plaza, New York, New York 10004 (the “Right Agent”).
WARRANT AGREEMENTWarrant Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2018, by and between Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October [_____], 2018 (“Agreement”), by and among ALBERTON ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (Agreement for Private Placement of Units)Subscription Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks
Alberton Acquisition Corporation (the “Company”) is a British Virgin Island corporation formed as a special purpose acquisition company (a “SPAC”) to acquire one or more businesses or entities (a “Business Combination”).
Alberton Acquisition Corporation Room 1001, 10/F, Capital Center Wanchai, Hong Kong Chardan Capital Markets LLC New York, NY 10004Alberton Acquisition Corp • October 23rd, 2018 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and Chardan Capital Markets LLC, representative of the underwriters (the “Representative”), 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, no par value per share (the “Ordinary Shares”), one redeemable warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share (the “Warrants”), and one right entitling its holder to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION)Alberton Acquisition Corp • October 23rd, 2018 • Blank checks • New York
THIS WARRANT CERTIFIES THAT, for value received _____________________, or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is five (5) years from the closing of the initial business combination of the Company (as defined below), to purchase one-half (1/2) of one fully paid and non-assessable ordinary share (the “Warrant Shares”), no par value per share, of ALBERTON ACQUISITION CORPORATION, a British Virgin Islands company (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).
