12,500,000 Units TUSCAN HOLDINGS CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
Tuscan Holdings Corp. II, a Delaware corporation (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:
WARRANT AGREEMENTWarrant Agreement • July 3rd, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
This agreement is made as of [●], 2019 between Tuscan Holdings Corp. II, a Delaware corporation, with offices at 135 E. 57th Street, 18th Floor, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ___________, 2019, by and among Tuscan Holdings Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 3rd, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
EARLYBIRDCAPITAL, INC. New York, New York 10017Tuscan Holdings Corp. II • July 3rd, 2019 • Blank checks • New York
This is to confirm our agreement whereby Tuscan Holdings Corp. II, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, 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. 333-232205) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 3rd, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2019 (“Agreement”), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Tuscan Holdings Corp. II New York, NY 10022 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • July 3rd, 2019 • Tuscan Holdings Corp. II • 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 Tuscan Holdings Corp. II, a Delaware corporation (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 share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
