REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2019, is made and entered into by and among Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), MVR Netfin LLC, a Nevada limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Netfin Acquisition Corp.Securities Subscription Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 30, 2019 by and between MVR Netfin LLC, a Nevada limited liability company (the “Subscriber” or “you”), and Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,325,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 825,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2019, by and between NETFIN ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2019, is by and between Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Netfin Acquisition Corp.Underwriting Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and B. Riley FBR, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2019 by and between Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2019, by and between Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and MVR Netfin LLC, a Nevada limited liability company (the “Subscriber”), each with a principal place of business at 445 Park Avenue, 9th Floor, New York, New York 10022.
NETFIN ACQUISITION CORP.Administrative Services Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Netfin Acquisition Corp. (the “Company”) and MVR Netfin LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
