3,900,000 Units Jensyn Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2016 • Jensyn Acquisition Corp. • Blank checks • New York
The undersigned, Jensyn Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2016 • Jensyn Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 2016, 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”).
RIGHTS AGREEMENTRights Agreement • March 11th, 2016 • Jensyn Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 2, 2016 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”).
WARRANT AGREEMENTWarrant Agreement • March 11th, 2016 • Jensyn Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of March 2, 2016 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”).
March 2, 2016Underwriting Agreement • March 11th, 2016 • 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 Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, 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 • March 11th, 2016 • Jensyn Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of March 2, 2016 (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 Chardan Capital Markets, LLC, a New York limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2016 • Jensyn Acquisition Corp. • Blank checks • New York
This Agreement is made as of March 2, 2016 by and between Jensyn Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
March 2, 2016Underwriting Agreement • March 11th, 2016 • 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 Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, 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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 11th, 2016 • Jensyn Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of March 2, 2016 (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 Peter Underwood, Philip Politziner, Joseph Anastasio, Richard C. Cook, J.D. Gardner and Katherine Lockwood (the “Initial Stockholders” and each an “Initial Stockholder”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
