REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2018 • Trinity Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2018, is made and entered into by and between Trinity Merger Corp., a Delaware corporation (the “Company”), HN Investors LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned individuals listed under Holder on the signature pages hereto (each such individual, together with the Sponsor and 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”).
Trinity Merger Corp.Trinity Merger Corp. • April 11th, 2018 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 26, 2018 by and between HN Investors LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Trinity Merger Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 11th, 2018 • Trinity Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and HN Investors LLC, a Delaware limited liability company (the “Purchaser”).
Trinity Merger Corp. Honolulu, HI 96813Letter Agreement • April 11th, 2018 • Trinity Merger Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Trinity Merger Corp., a Delaware corporation (the “Company”), and B. Riley FBR, Inc. as sole book-running manager (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each 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 will 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 U.S. Securities
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 11th, 2018 • Trinity Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 11th, 2018 • Trinity Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2018, by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT between TRINITY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 11th, 2018 • Trinity Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·] , 2018, is by and between Trinity Merger 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”).
TRINITY MERGER CORP.Trinity Merger Corp. • April 11th, 2018 • Blank checks • New York
This letter agreement by and between Trinity Merger Corp. (the “Company”) and HN Investors LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of 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 U.S. 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”):
