ALIGNVEST ACQUISITION CORPORATION as the Corporation and EQUITY FINANCIAL TRUST COMPANY as the Warrant AgentWarrant Agency Agreement • November 15th, 2016 • Alignvest Acquisition Corp • Ontario
ALIGNVEST ACQUISITION CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the “Corporation”)
UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2016 • Alignvest Acquisition Corp • Ontario
The undersigned, TD Securities Inc. and Cantor Fitzgerald & Co. (collectively, the “Lead Underwriters”), BMO Nesbitt Burns Inc. and CIBC World Markets Inc. (together with the Lead Underwriters, the “Underwriters”, and each individually, an “Underwriter”), understand that Alignvest Acquisition Corporation (the “Corporation”) proposes to issue and sell to the Underwriters 22,500,000 Class A restricted voting units of the Corporation (the “Class A Restricted Voting Units” or the “Treasury Units”). Each Class A Restricted Voting Unit has an offering price of $10.00 per Class A Restricted Voting Unit (the “Purchase Price”) and consists of one Class A restricted voting share of the Corporation (each, a “Class A Restricted Voting Share”) and one-half of a Warrant (as defined herein). Upon the closing of a qualifying acquisition (as defined herein), each Class A Restricted Voting Share will, unless previously redeemed, be automatically converted into one Class B Share (as defined herein), subj
ESCROW AGREEMENTEscrow Agreement • November 15th, 2016 • Alignvest Acquisition Corp • Ontario
Escrow Agreement (the “Agreement”) dated June 24, 2015 among Alignvest Acquisition Corporation, a corporation incorporated under the laws of Ontario (the “Corporation”), Equity Financial Trust Company, a trust company licensed to carry on business in all Provinces in Canada, as the escrow agent (the “Escrow Agent”) and TD Securities Inc. (“TD”) and Cantor Fitzgerald & Co. (“Cantor”) solely for the purposes of Section 2(5) and Section 16 herein.
FORFEITURE AND TRANSFER RESTRICTIONS AGREEMENT AND UNDERTAKINGForfeiture and Transfer Restrictions Agreement • November 15th, 2016 • Alignvest Acquisition Corp • Ontario
WHEREAS Alignvest Management Corporation, as the sponsor of the Corporation (the “Sponsor”), Bonnie Brooks, Vince Hemmer (as grantor and trustee of Vincent J. Hemmer Revocable Trust dated June 14, 2002), Adam Jiwan, Nadir Mohamed and Donald Walker (collectively, and together with the Sponsor, the “Founders”, and each a “Founder”), have collectively purchased 6,701,344 Class B shares of the Corporation (the “Founders’ Shares”) (before taking into account the Class B Shares (as defined herein) forming part of the Class B Units (as defined herein) purchased pursuant to the Prospectus), for an aggregate price of $25,000, or approximately $0.0037 per Founders’ Share, or $0.0043 per Founders’ Share if the Over-Allotment Option (as defined below) is not exercised;
MAKE WHOLE AGREEMENT AND UNDERTAKINGMake Whole Agreement • November 15th, 2016 • Alignvest Acquisition Corp • Ontario
RE Covenants of Alignvest Management Corporation, as sponsor of the Corporation (the “Sponsor”) pursuant to the Corporation’s final prospectus, dated June 16, 2015 (the “Prospectus”)
