10,000,000 Units OPES ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks • New York
Opes 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ______, 2018, by and among Opes Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby Opes Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization or 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. 333-223106) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks • New York
This agreement is made as of ____________, 2018 between Opes Acquisition Corp., a Delaware corporation, with offices at c/o Axis Capital Management, Park Plaza Torre I
Opes Acquisition Corp. c/o Axis Capital Management Park Plaza Torre I Javier Barros Sierra 540, Of. 130 Col. Santa Fe 01210 Mexico City, MexicoUnderwriting Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Opes Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (“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 Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________ ___, 2018 (“Agreement”), by and among OPES ACQUISITION CORP., a Delaware corporation (“Company”), AXIS PUBLIC VENTURES S. DE R.L. DE C.V., LION POINT CAPITAL (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Opes Acquisition Corp. c/o Axis Capital Management Park Plaza Torre I Javier Barros Sierra 540, Of. 103 Col. Santa Fe 01210 México City, MéxicoManagement Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Opes Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Axis Management S.A. de C.V. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Park Plaza Torre I, Javier Barros Sierra 540, Of. 103, Col. Santa Fe, 01210 México City, México (or any successor location). In exchange therefor, the Company shall pay Axis Management S.A. de C.V. the sum of $10,000 per month on the Effective Date and continuing monthly t
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________ ___, 2018 by and between Opes Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Opes Acquisition Corp. c/o Axis Capital Management Park Plaza Torre I Javier Barros Sierra 540, Of. 103 Col. Santa Fe 01210 México City, MéxicoForward Purchase Contract • March 8th, 2018 • Opes Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Lion Point Capital, LP, on behalf of Lion Point Master, LP (the “Subscriber” or “you”) has made to purchase an aggregate of 3,000,000 units (the “Units”) of Opes Acquisition Corp., a Delaware corporation (the “Company”), each Unit comprising of one share of common stock of the Company, par value $0.0001 per share (“Common Stock” or “Share”) and one warrant (“Warrant”), for an aggregate purchase price of $30,000,000. The Units and the securities underlying the Units, collectively, are hereinafter referred to as the “Securities”. Each Warrant is exercisable to purchase one Share at an exercise price of $11.50 per Share during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units, each comprising of one share of Common Stock and one Warrant (the “IPO”), such IPO expected as of the date hereof to generate gross proceeds to the Company in the amount of $100,000,000 (exclu
