ORISUN ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
Orisun Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Chardan Capital Markets, LLC, “Chardan”, or 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 the other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*] day of June, 2019, by and among Orisun Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • June 26th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2019 between Orisun Acquisition Corp., a Delaware corporation, with offices at 555 Madison Avenue, Room 543, New York, NY 10022 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 26th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
This Agreement is made as of [*], 2019 by and between Orisun Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).
Orisun Acquisition Corp. New York, NY 10022Orisun Acquisition Corp. • June 26th, 2019 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Orisun Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, par value $0.00001 per share (the “Common Stock”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of a share of Common Stock at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of a share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 26th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2019 (“Agreement”), by and among ORISUN ACQUISITION CORP., a Delaware corporation (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).
WARRANT AGREEMENTWarrant Agreement • June 26th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2019, by and between Orisun Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
