15,000,000 Units MONOCLE ACQUISITION CORPORATION FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 3rd, 2019 • Monocle Acquisition Corp • Blank checks • New York
The Common Stock and Public Warrants included in the Firm Units will not be separately tradable until the 52nd day after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of gross proceeds of the Offering (as defined below) and announcing when such separate trading will begin. Each Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock for $11.50 per share during the period commencing on the later of thirty (30) days after the completion of an initial Business Combination (as defined below) or twelve (12) months from the closing of the initial public offering contemplated by this Agreement (the “Offering”) and terminating on the five-year anniversary of the date of the completion of such Business Combin
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022Advisory Agreement • January 3rd, 2019 • Monocle Acquisition Corp • Blank checks • New York
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not any Advisor is an Indemnified Person) the Company and the Advisors shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and such Advisors, on the other, in connection with such Advisors’ engagement referred to above, subject to the limitation that in no event shall the amount of any such Advisor’s contribution to such Claim exceed the amount of Fee actually received by such Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and each Advisor, on the other, with respect to such Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or i
