WARRANT AGREEMENT Dated as of July 29, 2015Warrant Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 29, 2015, is by and between Easterly 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
Easterly Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 18,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,700,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined
Easterly Acquisition Corp. 138 Conant Street Beverly, MA 01915Easterly Acquisition Corp. • May 8th, 2015 • New York
We are pleased to accept the offer Easterly Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of Easterly Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2015, is made and entered into by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”) and Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”, 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of July 29, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • July 18th, 2018 • Easterly Acquisition Corp. • Finance services • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 17, 2018, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and Neil Medugno (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 15th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2015 by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • September 20th, 2018 • Easterly Acquisition Corp. • Finance services • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 14, 2018, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and Daniel Shea (“Indemnitee”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
This Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of October 13, 2015 by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Easterly Acquisition Corp., a Delaware corporation...Letter Agreement • July 2nd, 2015 • Easterly Acquisition Corp. • Blank checks
AMENDMENT NO. 4 TO THE AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • June 29th, 2018 • Easterly Acquisition Corp. • Finance services • New York
This Amendment No. 4 (this “Amendment”), dated as of June 28, 2018, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FIRST AMENDMENT TOAgreement and Plan of Merger and Sponsor Letter • September 25th, 2018 • Easterly Acquisition Corp. • Finance services
This First Amendment to Agreement and Plan of Merger and Sponsor Letter (this “Amendment”) is made and entered into as of August 29, 2018, by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company (“Sirius”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Easterly”), SIRIUS ACQUISITIONS HOLDING COMPANY III, a Delaware corporation and a wholly owned Subsidiary of Sirius (“Merger Sub”), CM BERMUDA LTD., an exempted Bermuda limited liability company (“CMB”), and EASTERLY ACQUISITION SPONSOR, LLC, a Delaware limited liability company (“Sponsor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 23, 2018 (the “Agreement”), by and among Sirius, Merger Sub and Easterly, prior to giving effect to this Amendment.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 30th, 2018 • Easterly Acquisition Corp. • Finance services
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 29th day of August, 2018, by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Issuer”), and [●], a [●] (“Subscriber”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 15th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective 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 Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 10th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 29, 2015 by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
December 28, 2017Easterly Acquisition Corp. • January 4th, 2018 • Heating equipment, except electric & warm air furnaces • New York
Reference is made to that certain (i) Investment Agreement, dated as of June 28, 2017 (as it may be amended, supplemented or otherwise modified, the “Investment Agreement”), by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an entity controlled by Douglas Jacobsen (“Jacobsen Holdings”), NJK Holding LLC, a Delaware limited liability company and an entity controlled by Norman Kravetz (“NJK Holding”), Kravetz Capital Funding LLC, a California limited liability company and an entity controlled by Norman Kravetz (“KCF”, and, together with Jacobsen Holdings and NJK Holding, the “Founding Members”), and Easterly Acquisition Corp., a Delaware corporation (the “Investor”), (ii) letter agreement, dated as of June 28, 2017 (the “June 28 Letter Agreement”), by and among the Investor, Easterly Acquisition Sponsor, LLC, the Company and the Founding Members, (iii) Credit Agreement,
FORM OF VOTING AGREEMENTForm of Voting Agreement • June 29th, 2016 • Easterly Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of June 28, 2016 by and between Easterly Acquisition Corp., a Delaware corporation (“Parent”) and the undersigned Sungevity, Inc. (the “Company”) stockholder (“Company Stockholder”).
AGREEMENT AND PLAN OF MERGER by and among SUNGEVITY, INC., EASTERLY ACQUISITION CORP., SOLARIS MERGER SUB INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as Sellers Representative Dated as of June 28, 2016Agreement and Plan of Merger • June 29th, 2016 • Easterly Acquisition Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2016 (this “Agreement”), by and among SUNGEVITY, INC., a Delaware corporation (the “Company”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Parent”), SOLARIS MERGER SUB INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company (“Sellers Representative”), solely in its capacity as Sellers Representative.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 21st, 2016 • Easterly Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of September 20, 2016, to the Agreement and Plan of Merger, dated as of June 28, 2016 (the “Agreement”), is made by and among SUNGEVITY, INC., a Delaware corporation (the “Company”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Parent”), SOLARIS MERGER SUB INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company (“Sellers Representative”), solely in its capacity as Sellers Representative.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 12th, 2015 • Easterly Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective 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 Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT AGREEMENT by and among JH CAPITAL GROUP HOLDINGS, LLC, JACOBSEN CREDIT HOLDINGS, LLC, NJK HOLDING LLC, KRAVETZ CAPITAL FUNDING LLC, and EASTERLY ACQUISITION CORP. Dated as of June 28, 2017Investment Agreement • June 30th, 2017 • Easterly Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Delaware
This INVESTMENT AGREEMENT, dated as of June 28, 2017 (this “Agreement”), is entered into by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an entity controlled by Douglas Jacobsen (“Jacobsen Holdings”), NJK Holding LLC, a Delaware limited liability company and an entity controlled by Norman Kravetz (“NJK Holding”), Kravetz Capital Funding LLC, a California limited liability company and an entity controlled by Norman Kravetz (“KCF” and, together with Jacobsen Holdings and NJK Holding, the “Founding Members”), and Easterly Acquisition Corp., a Delaware corporation (“Investor”).
Easterly Acquisition Corp.Easterly Acquisition Corp. • June 12th, 2015 • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of Easterly Acquisition Corp. (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a 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”), Easterly Acquisition Sponsor, LLC (the “Sponsor”) and Easterly Capital, LLC, an affiliate of the Sponsor, shall make available to the Company, at 138 Conant Street, Beverly, MA 01915 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Easte
FORM OF AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • November 3rd, 2016 • Easterly Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Delaware
This Amended and Restated Voting Agreement (this “Agreement”) is made as of November 3, 2016 by and between Easterly Acquisition Corp., a Delaware corporation (“Parent”) and the undersigned Sungevity, Inc. (the “Company”) stockholder (“Company Stockholder”).
Easterly Acquisition Corp.Easterly Acquisition Corp. • August 10th, 2015 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Easterly Acquisition Corp. (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a 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”), Easterly Acquisition Sponsor, LLC (the “Sponsor”) and Easterly Capital, LLC, an affiliate of the Sponsor, shall make available to the Company, at 138 Conant Street, Beverly, MA 01915 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Easte
AMENDMENT TO THE AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • August 2nd, 2017 • Easterly Acquisition Corp. • Heating equipment, except electric & warm air furnaces • New York
This Amendment No. 1 (this “Amendment”), dated as of August 1, 2017, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
July 29, 2015Letter Agreement • August 10th, 2015 • Easterly 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 or proposed to be entered into by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,700,000 of the Company’s units (including up to 2,700,000 Units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole warrant (each, a “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 a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 3rd, 2016 • Easterly Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Delaware
This AMENDMENT NO. 2 (this “Amendment”), dated as of November 3, 2016, to the Agreement and Plan of Merger, dated as of June 28, 2016 and as amended by Amendment No. 1 dated as of September 20, 2016 (the “Agreement”), is made by and among SUNGEVITY, INC., a Delaware corporation (the “Company”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Parent”), SOLARIS MERGER SUB INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company (“Sellers Representative”), solely in its capacity as Sellers Representative.
AGREEMENT AND PLAN OF MERGER by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., EASTERLY ACQUISITION CORP. and SIRIUS ACQUISITIONS HOLDING COMPANY III Dated as of June 23, 2018Merger Agreement • June 25th, 2018 • Easterly Acquisition Corp. • Finance services • Delaware
THIS AGREEMENT AND PLAN OF MERGER is dated as of June 23, 2018 (this “Agreement”), by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company (“Sirius”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Easterly”), and SIRIUS ACQUISITIONS HOLDING COMPANY III, a Delaware corporation and a wholly owned Subsidiary of Sirius (“Merger Sub”).
INVESTMENT AGREEMENT TERMINATION AGREEMENTInvestment Agreement Termination Agreement • May 31st, 2018 • Easterly Acquisition Corp. • Finance services • Delaware
This Investment Agreement Termination Agreement (this “Agreement”) is entered into as of May 31, 2018 by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an entity controlled by Douglas Jacobsen (“Jacobsen Holdings”), NJK Holding LLC, a Delaware limited liability company and an entity controlled by Norman Kravetz (“NJK Holding”), Kravetz Capital Funding LLC, a California limited liability company and an entity controlled by Norman Kravetz (“KCF” and, together with Jacobsen Holdings and NJK Holding, the “Founding Members”), and Easterly Acquisition Corp., a Delaware corporation (“Investor”).
AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENTInvestment Agreement • November 9th, 2017 • Easterly Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Delaware
This AMENDMENT NO. 1, dated as of November 8, 2017 (this “Amendment”), to the Investment Agreement, dated as of June 28, 2017 (the “Agreement”), is entered into by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an entity controlled by Douglas Jacobsen (“Jacobsen Holdings”), NJK Holding LLC, a Delaware limited liability company and an entity controlled by Norman Kravetz (“NJK Holding”), Kravetz Capital Funding LLC, a California limited liability company and an entity controlled by Norman Kravetz (together with Jacobsen Holdings and NJK Holding, the “Founding Members”), and Easterly Acquisition Corp., a Delaware corporation (“Investor”).
AMENDMENT NO. 2 TO THE INVESTMENT AGREEMENTInvestment Agreement • February 15th, 2018 • Easterly Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Delaware
This AMENDMENT NO. 2, dated as of February 14, 2018 (this “Amendment”), to the Investment Agreement, dated as of June 28, 2017 and as amended by Amendment No. 1 dated as of November 8, 2017 (the “Agreement”), is entered into by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an entity controlled by Douglas Jacobsen (“Jacobsen Holdings”), NJK Holding LLC, a Delaware limited liability company and an entity controlled by Norman Kravetz (“NJK Holding”), Kravetz Capital Funding LLC, a California limited liability company and an entity controlled by Norman Kravetz (“KCF” and, together with Jacobsen Holdings and NJK Holding, the “Founding Members”), and Easterly Acquisition Corp., a Delaware corporation (“Investor”).
WRITTEN CONSENT AND JOINDER AGREEMENT OF THE STOCKHOLDERS OF SUNGEVITY, INC.Written Consent and Joinder Agreement • September 30th, 2016 • Easterly Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Delaware
This WRITTEN CONSENT AND JOINDER AGREEMENT (this “Consent and Agreement”) is entered into by and among the undersigned stockholders (individually, a “Signatory Stockholder” and, collectively with the other stockholders signing and delivering this Consent and Agreement, the “Signatory Stockholders”) of Sungevity, Inc., a Delaware corporation (the “Company”). Pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) and the Company’s bylaws, the Signatory Stockholders, voting in the manner set forth below in the definition of Company Stockholder Approval, for purposes of taking action without a meeting, do hereby waive all requirements of notice, including all notice requirements set forth in (i) the Twelfth Amended and Restated Certificate of Incorporation, as amended from time to time (the “Current Charter”), (ii) the Company’s Bylaws, (iii) any contract or agreement pursuant to which the Company is obligated to deliver notice of the Merger to the und
