27,000,000 Units PENSARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
Pensare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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:
WARRANT AGREEMENT PENSARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 27, 2017Warrant Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 27, 2017, is by and between Pensare 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”).
EARLYBIRDCAPITAL, INC.PENSARE ACQUISITION Corp • August 2nd, 2017 • Blank checks • New York
This is to confirm our agreement whereby Pensare Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-219162) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHT AGREEMENT PENSARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENT Dated as of July 27, 2017Right Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of July 27, 2017 between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Rights Agent”).
July 27, 2017Letter Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 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 right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole 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 shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 and the prospectus (the “Prospect
July 27, 2017Letter Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 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 right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole 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 shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 and the prospectus (the “Prospect
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT, dated as of July 27, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2017, is made and entered into by and among Pensare Acquisition Corp., a Delaware corporation (the “Company”), Pensare Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
July 27, 2017Letter Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 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 right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 and the prospectus (the “Pros
July 27, 2017Letter Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 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 right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 (collectively, the “Registrat
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of July 27, 2017 (the “Agreement”) by and among Pensare Acquisition Corp., a Delaware corporation (the “Company”), Pensare Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”), MasTec, Inc., a Florida corporation, and the other parties hereto named on Exhibit A attached hereto (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
Pensare ACQUISITION CORP.PENSARE ACQUISITION Corp • August 2nd, 2017 • Blank checks • New York
This letter agreement by and between Pensare Acquisition Corp. (the “Company” or “our”) and Pensare Sponsor Group LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective (the “Effective Date”) of the 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 27, 2017 by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
