10,000,000 Units UNION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2018 • Union Acquisition Corp. • Blank checks • New York
Union Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2018 • Union Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”) is entered into as of the ________ day of ______________, 2018, by and among Union Acquisition Corp., a Cayman Islands exempted 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 • February 8th, 2018 • Union Acquisition Corp. • Blank checks • New York
This agreement is made as of ____________, 2018 between Union Acquisition Corp., a Cayman Islands exempted company, with offices at 400 Madison Avenue, Suite 11A, New York, NY 10017 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2018 • Union Acquisition Corp. • Blank checks • New York
This Agreement is made as of ________ ___, 2018 by and between Union Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Union Acquisition Corp. 400 Madison Avenue, Suite 11A New York, NY 10017 Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th Floor New York, New York 10172Union Acquisition Corp. • February 8th, 2018 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Union Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. Inc. (“LT”) as 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 “Public Units”), each comprised of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one warrant, with each warrant entitling the holder to purchase one Ordinary Share (“Warrant”) at a price of $11.50. Certain capitalized terms used herein are defined in Section 14 hereof.
UNION ACQUISITION CORP. 400 Madison Ave, Suite 11A New York, NY 10017Union Acquisition Corp. • February 8th, 2018 • 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 Union Acquisition Corp. (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”), Atlantic-Pacific Capital, Inc. and UCG International Corp. 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. In exchange therefor, the Company shall pay Atlantic-Pacific Capital, Inc. and UCG International Corp. the aggregate sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Each of Atlantic-Pacific Cap
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 8th, 2018 • Union Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _______ ___, 2018 (“Agreement”), by and among UNION ACQUISITION CORP., a Cayman Islands exempted company (“Company”), UNION GROUP INTERNATIONAL HOLDINGS LIMITED (“Union Group”), KYLE P. BRANSFIELD, GERALD W. HADDOCK, DANIEL W. FINK, JOSEPH J. SCHENA, JIM MANLEY, UNION ACQUISITION ASSOCIATES, LLC, BOOKLINE CAPITAL MARKETS, A DIVISION OF CIM SECURITIES, LLC, and LADENBURG THALMANN & CO. INC. (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
