Gladstone Acquisition Corporation
1521 Westbranch Drive, Suite 100
McLean, Virginia 22102
division of Benchmark Investments, Inc.
17 Battery Place, Suite 625
New York, NY 10004
RE: Representative Shares Subscription Agreement
Ladies and Gentlemen:
This agreement (the Agreement) is entered into on ______________, 2021 by and between EF Hutton, division of Benchmark Investments, Inc. (the Subscriber or you), and Gladstone Acquisition Corporation, a Delaware corporation (the Company, we or us). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 200,000 shares (the Shares) of Class A common stock, $0.0001 par value per share (the Class A Common Stock). The Company and the Subscribers agreements regarding such Shares are as follows:
1. Purchase of Securities.
1.1. Purchase of Shares. For the sum of $ (the Purchase Price), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscribers execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscribers name representing the shares (the Original Certificate), or effect such delivery in book-entry form.
1.2 Purchase of Additional Shares. The Subscriber hereby agrees that it will purchase an additional shares of Class A Common Stock (Over-Allotment Shares), up to a maximum of 30,000 Over-Allotment Shares, for a purchase price of $[●] per share (Over-Allotment Share Purchase Price), purchased by Maxim Group LLC (the Underwriter) so that at least $10.20 per share sold to the public in the IPO is held in the trust account (as described in the Registration Statement, the Trust Account) regardless of whether the over-allotment option is exercised in full or in part. The consummation of the purchase and issuance of the Over-Allotment Shares shall occur simultaneously with the closing of any exercise of the over-allotment option related to the Companys initial public offering. The number of Over-Allotment Shares that Company shall issue and sell to the Subscriber shall the product of (a) thirty thousand (30,000) and (b) the quotient of (1) the number of units of the Company purchased in such over-allotment option exercise divided by (2) one million and five hundred thousand (1,500,000).
2. Representations, Warranties and Agreements.
2.1. Subscribers Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1. No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.
2.1.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3. Organization and Authority. The Subscriber is in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).