and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 16, 2017Warrant Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 16, 2017, is by and between I-AM Capital Acquisition Company, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2017, is made and entered into by and among I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), and I-AM Capital Partners LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
RIGHTS AGREEMENTRights Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 16, 2017 between I-AM Capital Acquisition Company, a Delaware corporation, with offices at 1345 Avenue of the Americas, 2nd Floor, New York, NY 10105 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
5,000,000 Units I-AM CAPITAL ACQUISITION COMPANY UNDERWRITING AGREEMENTWarrant Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
The undersigned, I-AM Capital Acquisition Company, a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “ Maxim”, 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:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...I-Am CAPITAL ACQUISITION Co • August 22nd, 2017 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) THE CONSUMMATION BY I-AM CAPITAL ACQUISITION COMPANY (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR OTHER SIMILAR BUSINESS TRANSACTION (A “BUSINESS TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)) AND (II) TWELVE MONTHS FOLLOWING THE EFFECTIVE DATE. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M., NEW YORK CITY LOCAL TIME, ON AUGUST 22, 2022.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 16, 2017 by and between I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
I-AM Capital Acquisition Company New York, NY 10105 Re: Initial Public Offering Gentlemen:Letter Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), and Maxim Group LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,750,000 of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant (each, a “Warrant”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Each 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 a registration statement on Form S-1 and prospectus (the “Prospectus”) file
I-AM Capital Acquisition Company 1345 Avenue of the Americas New York, New York 10105I-Am CAPITAL ACQUISITION Co • August 22nd, 2017 • Blank checks
