REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [_____________], 2015, by and among Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and, collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____________], 2015, by and between Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [__________], 2015 between Jensyn Acquisition Corp., a Delaware corporation, with offices at 800 West Main Street, Suite 204, Freehold, New Jersey 07728 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • New York
This Agreement is made as of [_____], 2015 by and between Jensyn Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Itasca, IL 60143 EarlyBirdCapital, Inc. New York, New York 10016Underwriting Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • 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 1347 Capital Corp., 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”), one right (“Right”) to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination, and one warrant to purchase one-half of one share of Common Stock (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [_____], 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and Jensyn Capital, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of [_________], 2015 between Jensyn Acquisition Corp., a Delaware corporation, with offices at 800 West Main Street, Freehold New Jersey 07728 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
15 EXERCISE PRICE SPONSOR WARRANTS PURCHASE AGREEMENTPrice Sponsor Warrants Purchase Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • Delaware
THIS $15 EXERCISE PRICE SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [_____], 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and Jensyn Capital LLC, a Delaware limited liability company (the “Purchaser”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [______], 2015 by and between Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and Jensyn Integration Services. LLC, a Delaware limited liability company (the “Affiliate”), in connection with the Company’s proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the “Shares”), rights to receive one-tenth of one Share automatically on the consummation of an initial business combination by the Company, and warrants to purchase one-half of one Share at a price of $11.50 per full Share, as more fully described in a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 12th, 2015 • Jensyn Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [__________], 2015 (this “Agreement”), is made by and among Jensyn Acquisition Corp., a Delaware corporation (“Company”), Jensyn Capital LLC, a Delaware limited liability company, Jeffrey J. Raymond, Rebecca Irish, Joseph Raymond and Peter Underwood (the “Initial Stockholders” and each an “Initial Stockholder”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
