5,000,000 Units BISON CAPITAL Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • New York
Reference is made to the Final Prospectus of Bison Capital Acquisition Corp. (the “Company”), dated [l], 2017 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2017, by and among Bison Capital Acquisition Corp., a British Virgin Islands company (the “Company”), the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Bison Capital Acquisition Corp • May 31st, 2017 • Blank checks • New York
This is to confirm our agreement whereby Bison Capital Acquisition Corp., a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”), as described in the Company’s Registration Statement on Form S-1 (File No. 333-[l]) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • New York
Agreement made as of [______], 2017 between Bison Capital Acquisition Corp., a British Virgin Islands company, with offices at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China 100016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ( the “Warrant Agent”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of [_______], 2017 (this “Agreement”), by and among BISON CAPITAL ACQUISITION CORP., a British Virgin Islands Company (the “Company”), BISON CAPITAL HOLDING COMPANY LIMITED (“Bison Capital”) and JAMES JIAYUAN TONG (collectively with Bison Capital, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • New York
This Agreement is made as of [●], 2017 by and between Bison Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • Virgin Islands
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”), made as of this ____ day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and Bison Capital Holding Company Limited, a Cayman Island company, having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China (the “Purchaser”) amends and replaces certain Unit Subscription Agreement dated as of December 20, 2016, by and between the Company and the Purchaser in its entirety.
Bison Capital Acquisition Corp. No. 40 Liangmaqiao Road Chaoyang District, Beijing, ChinaBison Capital Acquisition Corp • May 31st, 2017 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bison Capital Acquisition Corp., a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc., as representative of the underwriters (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”), one right to receive one-tenth of one Ordinary Share, and one-half of one warrant (the “Warrant”), each whole Warrant to purchase one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 15 hereof. In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with th
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ____ day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and EarlyBirdCapital, Inc., having its principal place of business at 366 Madison Avenue, New York, New York 10017 (the “Purchaser”)
RIGHT AGREEMENTRight Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • New York
Agreement made as of __________, 2017 between Bison Capital Acquisition Corp., a British Virgin Islands company, with offices at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China 100016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Right Agent”).
Bison Capital Acquisition Corp.Bison Capital Acquisition Corp • May 31st, 2017 • 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 Bison Capital 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”), Bison Capital Holding Company Limited, a company incorporated in the Cayman Islands (“Bison Capital”), 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 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China (or any successor location). In exchange therefore, the Company shall pay Bison Capital the sum of $5,0
