24,000,000 Units TUSCAN HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2019 • Tuscan Holdings Corp. • Blank checks • New York
Tuscan Holdings Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), 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:
WARRANT AGREEMENTWarrant Agreement • March 7th, 2019 • Tuscan Holdings Corp. • Blank checks • New York
This agreement is made as of March 5, 2019 between Tuscan Holdings Corp., a Delaware corporation, with offices at 135 E. 57th Street, 18th Floor, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2019 • Tuscan Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 5th day of March, 2019, by and among Tuscan Holdings Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 7th, 2019 • Tuscan Holdings Corp. • Blank checks • New York
This Agreement is made as of March 5, 2019 by and between Tuscan Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 March 5, 2019Tuscan Holdings Corp. • March 7th, 2019 • Blank checks • New York
This is to confirm our agreement whereby Tuscan Holdings Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, 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 Statements on Form S-1 (File Nos. 333-229657 and 333-230068) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 7th, 2019 • Tuscan Holdings Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 5, 2019 (“Agreement”), by and among TUSCAN HOLDINGS CORP., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
