10,000,000 Units OPES ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
Opes 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 13th day of March, 2018, by and among Opes Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 March 13, 2018Opes Acquisition Corp. • March 15th, 2018 • Blank checks • New York
This is to confirm our agreement whereby Opes Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization or 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. 333-223106) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
This agreement is made as of March 13, 2018 between Opes Acquisition Corp., a Delaware corporation, with offices at c/o Axis Capital Management, Park Plaza Torre I Javier Barros Sierra 540, Of. 103, Col. Santa Fe, 01210 México City, México (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 13, 2018 (“Agreement”), by and among OPES ACQUISITION CORP., a Delaware corporation (“Company”), AXIS PUBLIC VENTURES S. DE R.L. DE C.V., LION POINT CAPITAL, LB&B S.A. DE C.V. and GONZALO GIL WHITE (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
This Agreement is made as of March 13, 2018 by and between Opes Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Opes Acquisition Corp. c/o Axis Capital Management Park Plaza Torre I Javier Barros Sierra 540, Of. 103 Col. Santa Fe 01210 México City, MéxicoOpes Acquisition Corp. • March 15th, 2018 • 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 Opes Acquisition Corp. (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”), Axis Management S.A. de C.V. 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, situated at Park Plaza Torre I, Javier Barros Sierra 540, Of. 103, Col. Santa Fe, 01210 México City, México (or any successor location). In exchange therefor, the Company shall pay Axis Management S.A. de C.V. the sum of $10,000 per month on the Effective Date and continuing monthly t
