25,000,000 Units PENSARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
Pensare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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:
FORM OF WARRANT AGREEMENT PENSARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of ____, 2017Warrant Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2017, is by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2017 by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017PENSARE ACQUISITION Corp • July 24th, 2017 • Blank checks • New York
This is to confirm our agreement whereby Pensare Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-219162) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of July __, 2017, by and between PENSARE ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
FORM OF RIGHT AGREEMENT PENSARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENT Dated as of ____, 2017Right Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of ______, 2017 between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Rights Agent”).
Pensare Acquisition Corp. Suite 629 Atlanta, GA 30309 EarlyBirdCapital, Inc. New York, New York 10017Letter Agreement • July 24th, 2017 • PENSARE 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 between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1, No. 333-219162 and the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and th
FORM OF WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT, dated as of ______, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and ____________ (the “Purchaser”).
Pensare Acquisition Corp. Suite 629 Atlanta, GA 30309 EarlyBirdCapital, Inc. New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 24th, 2017 • PENSARE 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 between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1, No. 333-219162 and the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) an
Pensare Acquisition Corp. Suite 629 Atlanta, GA 30309 EarlyBirdCapital, Inc. New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1, No. 333-219162 (the “Registration Statement”) and the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange C
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2017, is made and entered into by and among Pensare Acquisition Corp., a Delaware corporation (the “Company”), Pensare Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Pensare ACQUISITION CORP.PENSARE ACQUISITION Corp • July 24th, 2017 • Blank checks • New York
This letter agreement by and between Pensare Acquisition Corp. (the “Company” or “our”) and ___________ (the “Affiliate”), an affiliate of our sponsor, Pensare Sponsor Group LLC, dated as of the date hereof, will confirm our agreement that, commencing on the effective (the “Effective Date”) of the 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”):
Form of Warrant Certificate] [FACE]PENSARE ACQUISITION Corp • July 24th, 2017 • Blank checks
This Warrant Certificate certifies that ____________________, or registered assigns, is the registered holder of _______________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Common Stock, $0.001 par value (“Common Stock”), of Pensare Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company (or through “cashless exercise” as and only under the circumstances provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the con
FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ______, 2017 (the “Agreement”) by and among Pensare Acquisition Corp., a Delaware corporation (the “Company”), Pensare Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”), MasTec, Inc., a Florida corporation, and the other parties hereto named on Exhibit A attached hereto (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • Georgia
This Agreement is made on this 23 day of June, 2017 by and between PENSARE ACQUISITION CORPORATION, A DELAWARE CORPRATION whose current address is 1720 PEACHTREE STREET, SUITE 629 ATLANTA, GA 30309 (the “Company”); and John Foley hereinafter referred to as the “Strategic Consultant”, which expression shall unless it be repugnant to the context or meaning thereof, deemed to mean and include his heirs, legal representatives, liquidators, executors, successors and assigns)
