UNDERWRITING AGREEMENT between LONGEVITY ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: August 28, 2018Underwriting Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
The undersigned, Longevity Acquisition Corporation, a British Virgin Islands company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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 (if any) being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 28, 2018, by and among Longevity Acquisition Corporation, a British Virgin Islands company (the “Company”), Whale Management Corporation (the “Sponsor”), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.
WARRANT AGREEMENTWarrant Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of August 28, 2018 between Longevity Acquisition Corporation, a British Virgin Islands company, with offices at Suite 906, Tower W1, Oriental Plaza, No. 1 East Chang’an Street, Dongcheng District, Beijing, People’s Republic of China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 28, 2018 between Longevity Acquisition Corporation, a British Virgin Islands company, with offices at Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai People’s Republic of China (“Company”), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 28th day of August, 2018, by and between Longevity Acquisition Corporation, a British Virgin Islands business company (the “Company”), having its principal place of business at Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai, People’s Republic of China, and Cantor Fitzgerald & Co. (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
This Agreement is made as of August 28, 2018 by and between Longevity Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Longevity Acquisition CorporationLetter Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Longevity Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Puhui Wealth Investment Management (Beijing) Co., Ltd. (“Puhui”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at Yongda International Tower No. 2277, Longyang Road, Pudong District, Shanghai, People’s Republic of China (or any successor location). In ex
