5,000,000 Units Tenzing Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2018 • Tenzing Acquisition Corp. • Blank checks • New York
The undersigned, Tenzing Acquisition Corp., a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “ Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2018 • Tenzing Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [__], 2018, by and among Tenzing Acquisition Corp., a British Virgin Islands company (the “Company”), Tenzing LLC (the “Investor”) and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.
WARRANT AGREEMENTWarrant Agreement • August 6th, 2018 • Tenzing Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of [_____], 2018 between Tenzing Acquisition Corp., a British Virgin Islands company, with offices at 250 West 55th Street, New York, NY 10019 (“Company”), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 6th, 2018 • Tenzing Acquisition Corp. • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 3rd day of August, 2018, by and between Tenzing Acquisition Corp., a company incorporated in the British Virgin Islands with number 1973495 (the “Company”), having its principal place of business at 250 West 55th Street, New York, New York 10019, and Tenzing LLC (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2018 • Tenzing Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August __, 2018, by and between TENZING ACQUISITION CORP., a British Virgin Islands business company organized with limited liability (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2018 • Tenzing Acquisition Corp. • Blank checks • New York
This Agreement is made as of [ ], 2018 by and between Tenzing Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Tenzing Acquisition Corp. New York, NY 10019 Rahul Nayar, Chief Executive OfficerTenzing Acquisition Corp. • August 6th, 2018 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tenzing Acquisition Corp., a British Virgin Islands Company (the “Company”), and Maxim Group, LLC. as Representative (the “Representative”) of the several Underwriters named in Schedule A 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, no par value, of the Company (the “Ordinary Shares”), and one warrant (the “Warrant”) to purchase one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 17 hereof.
