10,000,000 Units Alberton Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2018 • Alberton Acquisition Corp • Blank checks • New York
The undersigned, Alberton Acquisition Corporation, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets LLC (hereinafter referred to as “you”, “Chardan”, 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 • October 9th, 2018 • Alberton Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2018, by and among Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • October 9th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2018 between Alberton Acquisition Corporation, a British Virgin Islands corporation, with offices at Room 1001, 10/F, Capital Center, 151 Gloucester Road, Wanchai, Hong Kong (the “Company”), and Continental Stock Transfer& Trust Company, a New York limited liability trust company, with offices at 1 State Street Plaza, New York, New York 10004 (the “Right Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 9th, 2018 • Alberton Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October [_____], 2018 (“Agreement”), by and among ALBERTON ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 9th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This Agreement is made as of [_____], 2018 by and between Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
SUBSCRIPTION AGREEMENT (Agreement for Private Placement of Units)Subscription Agreement • October 9th, 2018 • Alberton Acquisition Corp • Blank checks
Alberton Acquisition Corporation (the “Company”) is a British Virgin Island corporation formed as a special purpose acquisition company (a “SPAC”) to acquire one or more businesses or entities (a “Business Combination”).
Alberton Acquisition Corporation Room 1001, 10/F, Capital Center Wanchai, Hong Kong Chardan Capital Markets LLC New York, NY 10004Alberton Acquisition Corp • October 9th, 2018 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and Chardan Capital Markets LLC, representative of the underwriters (the “Representative”), 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 per share (the “Ordinary Shares”) and one right entitling its holder to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
ALBERTON ACQUISITION CORPORATION Room 1001, 10/F, Capital Center Wanchai, Hong KongLetter Agreement • October 9th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between Alberton Acquisition Corporation (the “Company”) and Hong Ye Hong Kong Shareholding Co., Limited (the “Sponsor”), dated as of the date hereof, will memorialize and confirm our agreement that, commencing on August 1, 2018 (the “Effective Date”) and continuing until the earlier of the consummation by the Company of the initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (No. _______) filed by the Company with the U.S. Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
