UNDERWRITING AGREEMENT between UNION ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: October 17, 2019 UNION ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
The undersigned, Union Acquisition Corp. II, a Cayman Islands company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” 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 such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of October, 2019, by and among Union Acquisition Corp. II, a Cayman Islands exempted company (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 • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
This Agreement is made as of October 17, 2019 by and between Union Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
This agreement is made as of October 17, 2019 between Union Acquisition Corp. II, a Cayman Islands exempted company, with offices at 444 Madison Ave, 34th 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”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 21st, 2019 • Union Acquisition Corp. II • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of October 17, 2019 (“Agreement”), by and among UNION ACQUISITION CORP. II, a Cayman Islands exempted company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Union Acquisition Corp. IIUnion Acquisition Corp. II • October 21st, 2019 • Blank checks • New York
This letter agreement by and between Union Acquisition Corp. II (the “Company”) and Dan Fink, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mr. Fink shall provide consulting and advisory services reasonably requested of him by Kyle Bransfield, the Company’s Chief Executive Officer, and/or the Company’s Board of Directors relating to the Company’s search for and consummation of an initial business combination, including those that may not necessarily be
UNION ACQUISITION CORP. IIUnion Acquisition Corp. II • October 21st, 2019 • 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 Union Acquisition Corp. II (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”), UCG International Corp. 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. In exchange therefor, the Company shall pay UCG International Corp. the aggregate sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. UCG International Corp. hereby agrees that it does not have any right, title, interest or claim
