Form of Placement Unit Purchase Agreement between the Registrant and Broad Capital LLC
Exhibit 10.3
_________, 2021
Broad Capital Acquisition Corp
5345 Annabel Lane
Plano, Texas 75093
Ladies and Gentlemen:
Broad Capital Acquisition Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).
The undersigned hereby commits that it will purchase 446,358 units of the Company (“Placement Units”), each Placement Unit consisting of one share of common stock of the Company, par value $0.000001 per share (the “Common Stock”), and one right (each, a “Right”), with each Right entitling its holder to receive one-tenth (1/10) of a share of Common Stock upon consummation of our initial business combination, subject to adjustment as described in the prospectus purchase, for a purchase price of $4,463,580 (the “Placement Unit Purchase Price”).
The undersigned hereby agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”), up to a maximum of 45,000 Over-Allotment Units, or a maximum of 491,358 Placement Units for a purchase price of $4,913,580 (“Over-Allotment Unit Purchase Price”, together with the Placement Unit Purchase Price, the “Purchase Price”), in the event Chardan Capital Markets LLC (“Chardan”) exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration Statement) does not fall below $10.00 per unit sold by the Company in the IPO.
At least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Placement Unit Purchase Price to be delivered to Rimon P.C., counsel for the Company, by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.
The consummation of the purchase and issuance of the Placement Units shall occur simultaneously with the consummation of the IPO and the consummation of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise of the over-allotment option related to the IPO. Simultaneously with the consummation of the IPO, Rimon P.C. shall deposit the Placement Unit Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public shareholders as described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from the date of this letter, the Placement Unit Purchase Price (without interest or deduction) will be returned to the undersigned.
Each of the Company, and the undersigned acknowledges and agrees that Rimon P.C. is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Placement Units and Rimon P.C.’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Placement Unit Purchase Price as described above. Rimon P.C. shall not be liable to the Company, Chardan or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless Rimon P.C. has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall indemnify Rimon P.C. against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. Rimon P.C. may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.
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The Placement Units and Over-Allotment Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:
| ● | to vote the shares of Common Stock included in the Placement Units and Over-Allotment Units in favor of any proposed Business Combination; | |
| ● | not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s shares of Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate an initial Business Combination as described in more detail in the prospectus included in the Registration Statement), unless the Company provides the holders of shares of Common Stock sold in the IPO with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Common Stock sold in the IPO; | |
| ● | not to convert any shares of A Common Stock included in the Placement Units and Over-Allotment Units into the right to receive cash from the Trust Fund in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation, and not to tender the Placement Units and Over-Allotment Units in connection with a tender offer conducted prior to the closing of a Business Combination; | |
| ● | the undersigned will not participate in any liquidation distribution with respect to the Placement Units and Over-Allotment Units (but will participate in liquidation distributions with respect to any units or shares of Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination; | |
| ● | that the Placement Units, Over-Allotment Units and underlying securities will not be transferable until after the consummation of a Business Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private placement made in connection with the consummation of a Business Combination at prices no greater than the price at which the Placement Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions; and | |
| ● | the Placement Units and Over-Allotment Units will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be set forth in the Registration Statement |
The undersigned acknowledges and agrees that the purchaser of the Placement Units and Over-Allotment Units will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.
The undersigned hereby represents and warrants that:
| (a) | it has been advised that the Placement Units and Over-Allotment Units have not been registered under the Securities Act; | |
| (b) | it will be acquiring the Placement Units and Over-Allotment Units for its account for investment purposes only; |
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| (c) | it has no present intention of selling or otherwise disposing of the Placement Units and Over-Allotment Units in violation of the securities laws of the United States; | |
| (d) | it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; | |
| (e) | it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder; | |
| (f) | it is familiar with the proposed business, management, financial condition and affairs of the Company; | |
| (g) | it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and | |
| (h) | this letter constitutes its legal, valid and binding obligation, and is enforceable against it. |
This letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Placement Units and Over-Allotment Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.
| Very truly yours, | ||
| BROAD CAPITAL, LLC | ||
| By: | ||
| Name: | ||
| Title: | Manager | |
| Accepted and Agreed: | ||
| BROAD CAPITAL ACQUISITION CORP | ||
| By: | ||
| Name: | ||
| Title: | Chief Executive Officer | |
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Exhibit A
Broad Capital Acquisition Corp
Wire Instructions
Bank Name:
Bank Address:
Account Name:
Account Number:
Routing/ABA Number:
Reference: Broad Capital LLC
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