6,500,000 Units Stellar Acquisition III Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
The undersigned, Stellar Acquisition III Inc., a Marshall 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 15th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [________], 2016 by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT PURCHASE OPTION FOR THE PURCHASE OF 130,000 UNITS OFStellar Acquisition III Inc. • August 15th, 2016 • Blank checks • New York
Stellar Acquisition III Inc. Maroussi 15125 Athens, GreeceLetter Agreement • August 15th, 2016 • Stellar Acquisition III Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Maxim Group LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,500,000 of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall 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 Securities and Exchange Commission (the “Commission”) and
SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 15th, 2016 • Stellar Acquisition III Inc. • Blank checks • Marshall Islands
THIS SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 12, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Stellar Acquisition III Inc., a Republic of Marshall Islands company (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”).
