EX-10.3(B) 3 ex10-3b.htm

 

EXHIBIT 10.3(b)

 

AMENDMENT NO. 3

TO INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 3 (this “Amendment”), dated as of August 29, 2018, to the Investment Management Trust Agreement (as defined below) is made by and among Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Amended and Restated Investment Management Trust Agreement dated as of March 2, 2016 and amended by Amendment No. 1 thereto dated as of March 6, 2018 and Amendment No. 2 thereto dated as of June 4, 2018 (the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, at a special meeting of stockholders of the Company held on June 4, 2018, the Company stockholders approved (i) a proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation to provide that the date by which the Company shall be required to effect a Business Combination shall be on or prior to September 3, 2018 (the “ Extended Date”) and (ii) a proposal to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a business combination by the Extended Date; and

 

WHEREAS, at a special meeting of stockholders of the Company held on August 29, 2018, the Company stockholders approved (i) a proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation to provide that the date by which the Company shall be required to effect a Business Combination shall be on or prior to January 3, 2019 (the “Second Extended Date”) and (ii) a proposal to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a business combination by the Second Extended Date; and

 

WHEREAS, on the date hereof, the Company is filing the Charter Amendment with the Secretary of State of the State of Delaware.

 

NOW THEREFORE, IT IS AGREED:

 

1. Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:

 

(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, affirmed by counsel for the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by CCM, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by January 3, 2019, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders promptly after such date.”

 

2. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

 

 

 

 

3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.

 

4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

 

  Continental Stock Transfer & Trust Company, as Trustee
     
  By: /s/ Frances E. Wolf, Jr.
  Name:  Frances E. Wolf, Jr.
  Title: Vice President

 

  Jensyn Acquisition Corp.
     
  By: /s/ Jeffrey J. Raymond
  Name:  Jeffrey J. Raymond
  Title: President and Chief Executive Officer

 

[Signature Page to Amendment No. 3 to the Investment Management Trust Agreement]

 

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