5,000,000 Units Brookline Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2020 • Brookline Capital Acquisition Corp. • Blank checks • New York
The undersigned, Brookline Capital Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you”, “Ladenburg”, 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:
WARRANT AGREEMENTWarrant Agreement • August 26th, 2020 • Brookline Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [________], is by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 26th, 2020 • Brookline Capital Acquisition Corp. • Blank checks • New York
Brookline Capital Acquisition Corp. New York, NY 10022Letter Agreement • August 26th, 2020 • Brookline Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co. Inc.,., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 5,750,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three quarters of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2020 • Brookline Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [__], 2020, is made and entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), Brookline Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Ladenburg Thalmann & Co. Inc. (together with employees of Ladenburg listed on the signature page hereof, “Ladenburg,” and collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 26th, 2020 • Brookline Capital Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [__] day of September 2020, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 600 Lexington Avenue, 33rd Floor, New York, NY 10022, and Brookline Capital Holdings LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 600 Lexington Avenue, 33rd Floor, New York, NY 10022.
