UNDERWRITING AGREEMENT between UNION ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: _________ __, 2019 UNION ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
The undersigned, Union Acquisition Corp. II, a Cayman Islands company (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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ______________, 2019, by and among Union Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2019 (“Agreement”), by and between Union Acquisition Corp. II, a Cayman Islands exempted company (“Company”), and ____________ (“Indemnitee”).
Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022] [Atlantic Letterhead]Union Acquisition Corp. II • October 8th, 2019 • Blank checks • New York
This is to confirm our agreement whereby Union Acquisition Corp. II, a Cayman Islands company (“Company”), has requested [Cantor Fitzgerald & Co.] [Atlantic-Pacific Capital, Inc.] (the “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-233988) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
This agreement is made as of [DATE], 2019 between Union Acquisition Corp. II, a Cayman Islands exempted company, with offices at 444 Madison Ave, 34th 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”).
Union Acquisition Corp. II New York, NY 10022 Cantor Fitzgerald & Co. New York, New York 10022Underwriting Agreement • October 8th, 2019 • Union Acquisition 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 Union Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. 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 of the Company’s Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant, each warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of [DATE] (“Agreement”), by and among UNION ACQUISITION CORP. II, a Cayman Islands exempted company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Union Acquisition Corp. IIUnion Acquisition Corp. II • October 8th, 2019 • Blank checks • New York
This letter agreement by and between Union Acquisition Corp. II (the “Company”) and Dan Fink, 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 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”), Mr. Fink shall provide consulting and advisory services reasonably requested of him by Kyle Bransfield, the Company’s Chief Executive Officer, and/or the Company’s Board of Directors relating to the Company’s search for and consummation of an initial business combination, including those that may not necessarily be
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 8th, 2019 • Union Acquisition Corp. II • Blank checks • New York
This Agreement is made as of ________________, 2019 by and between Union Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
UNION ACQUISITION CORP. IIUnion Acquisition Corp. II • October 8th, 2019 • 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 Union Acquisition Corp. II (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”), UCG International Corp. 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. In exchange therefor, the Company shall pay UCG International Corp. the aggregate sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. UCG International Corp. hereby agrees that it does not have any right, title, interest or claim
