4,000,000 Units Tottenham Acquisition I Limited UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
The undersigned, Tottenham Acquisition I Limited, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*] day of [*], 2018, by and among Tottenham Acquisition I Limited, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • July 5th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2018 between Tottenham Acquisition I Limited, a British Virgin Islands company, with offices at On Hing Building, 1-9 On Hing Terrance, Central, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 5th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
This Agreement is made as of [*], 2018 by and between Tottenham Acquisition I Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • July 5th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2018, by and between Tottenham Acquisitions I Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Tottenham Acquisition I Limited Unit B, 11F On Hing Building 1-9 On Hing Terrance Central, Hong KongTottenham Acquisition I LTD • July 5th, 2018 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tottenham Acquisition I Limited, a British Virgin Islands company (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.001 per share (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 5th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2018 (“Agreement”), by and among TOTTENHAM ACQUISITION I LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
UNITS CONSISTING OF ONE ORDINARY SHARE, ONE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARETottenham Acquisition I LTD • July 5th, 2018 • Blank checks
Each Unit (“Unit”) consists of one ordinary share, par value $.001 per share, of Tottenham Acquisition I Limited, a British Virgin Islands company (the “Company”), one redeemable warrant (“Warrant”) and one right (“Right”) to receive one-tenth (1/10) of an ordinary share. Each redeemable Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”) or (ii) 12 months from the closing of the Company’s initial public offering. Every ten Rights entitles the holder thereof to receive one ordinary share upon consummation of the Company’s initial Business Combination. The ordinary shares, Rights and Warrants comprising the Units represented by this certific
