REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 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”).
A-1Underwriting Agreement • May 11th, 2018 • Trinity Merger Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 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 • May 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 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 • May 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”).
