10,000,000 Units Proficient Alpha Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 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 • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 29, 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 • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of May, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 29, 2019 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 (the “Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of May 29, 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”).
May 29, 2019 Proficient Alpha Acquisition Corp. New York City, NY 10005 I-Bankers Securities, Inc. Suite 423 New York, New York 10017Underwriting Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • 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 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.
May 29, 2019 Proficient Alpha Acquisition Corp. New York City, NY 10005 I-Bankers Securities, Inc. Suite 423 New York, New York 10017Underwriting Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • 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 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.
May 29, 2019 Proficient Alpha Acquisition Corp. New York City, NY 10005 I-Bankers Securities, Inc. Suite 423 New York, New York 10017Underwriting Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • 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 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.
RIGHTS AGREEMENTRights Agreement • June 4th, 2019 • Proficient Alpha Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 29, 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”).
