UNDERWRITING AGREEMENT between ELECTRUM SPECIAL ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: June 10, 2015Underwriting Agreement • June 16th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
The undersigned, Electrum Special Acquisition Corporation, a business company incorporated in the British Virgin Islands with limited liability (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“CF&CO”) and with the other underwriters named on Schedule I hereto, for which CF&CO is acting as representative (CF&CO, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of June, 2015, by and among Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • June 16th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
Agreement made as of June 10, 2015 between Electrum Special Acquisition Corporation, a British Virgin Islands company, with offices at c/o The Electrum Group LLC, 700 Madison Avenue, 5th Floor, New York, NY 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, 8th Floor, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 16th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
This Agreement is made as of June 10, 2015 by and between Electrum Special Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
INSIDER LETTER AGREEMENTInsider Letter Agreement • June 16th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “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 comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), and one warrant (“Warrant”) to purchase one-half of one Ordinary Share at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) as described in the Company’s final prospectus (the “Prospectu
INSIDER LETTER AGREEMENTLetter Agreement • June 16th, 2015 • Electrum Special Acquisition Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “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 comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), and one warrant (“Warrant”) to purchase one-half of one Ordinary Share at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) as described in the Company’s final prospectus (the “Prospectu
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 16th, 2015 • Electrum Special Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 10, 2015 (as it may from time to time be amended, this “Agreement”), is entered into by and between Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”), and Ospraie Partners LLC, a Delaware limited liability company (the “Purchaser”).
Electrum Special Acquisition CorporationElectrum Special Acquisition Corp • June 16th, 2015 • 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 Electrum Special Acquisition Corporation (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”), The Electrum Group LLC 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 700 Madison Avenue, 5th Floor, New York, NY 10065 (or any successor location). In exchange therefore, the Company shall pay The Electrum Group LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. T
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 16th, 2015 • Electrum Special Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 10, 2015 (as it may from time to time be amended, this “Agreement”), is entered into by and between Electrum Special Acquisition Corporation, a British Virgin Islands company (the “Company”), and ESAC Holdings LLC, a Delaware limited liability company (the “Purchaser”), amends and restates in its entirety, the Private Placement Warrants Purchase Agreement made as of June 10, 2015, by and between the Company and the Purchaser.
