10,000,000 Units Proficient Alpha Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
The undersigned, Proficient Alpha Acquisition Corp., a Nevada corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, 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 AGREEMENT between Proficient Alpha Acquisition Corp. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2019, is by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ]th day of [ ], 2019, by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2019, by and between PROFICIENT ALPHA ACQUISITION CORP., a Nevada corporation (the “Company”), and ___________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 13, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and Shih-Chung Chou (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of _________, 2019 between Proficient Alpha Acquisition Corp., a Nevada company with offices at 40 Wall Street, 29th floor, New York, NY 10005 (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 (“Rights Agent”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ________, 2019 (“Agreement”), by and among Proficient Alpha Acquisition Corp., a Nevada company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow Agent”).
January 29, 2018Underwriting Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I 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 the Company’s common stock, par value $0.001 per share (the “Common Stock”), one warrant exercisable for one share of Common Stock (each, a “Warrant”) and one right to receive one-tenth of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Proficient Alpha Acquisition Corp. New York City, NY 10005 I-Bankers Securities, Inc. Suite 423 New York, New York 10017Underwriting Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I 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 the Company’s common stock, par value $0.001 per share (the “Common Stock”), one warrant exercisable for one share of Common Stock (each, a “Warrant”) and one right to receive one-tenth of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
January 29, 2018Underwriting Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I 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 the Company’s common stock, par value $0.001 per share (the “Common Stock”), one warrant exercisable for one share of Common Stock (each, a “Warrant”) and one right to receive one-tenth of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Form of Underwriter’s Warrant AgreementS Warrant Agreement • May 17th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY PROFICIENT ALPHA ACQUISITION CORP (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
