UNITED STATES 

  SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 7, 2018 (November 1, 2018)

 

I-AM CAPITAL ACQUISITION COMPANY

 (Exact name of registrant as specified in its charter)

 

Delaware   001-38188   82-1231127
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

1345 Avenue of the Americas, 11th Floor 

New York, New York

  10105
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:   (212) 878-3684

 

N/A

 (Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

 

 

 

 

STOCKHOLDERS OF I-AM CAPITAL AND OTHER INTERESTED PERSONS ARE ADVISED TO READ I-AM CAPITAL’S DEFINITIVE PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON SEPTEMBER 19, 2018, AND ITS PROXY STATEMENT SUPPLEMENT FILED WITH THE SEC ON NOVEMBER 5, 2018, IN CONNECTION WITH I-AM CAPITAL’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED BUSINESS COMBINATION TRANSACTION, AMONG OTHER MATTERS, BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. THE PROXY STATEMENT CONTAINS A DESCRIPTION OF THE SECURITY HOLDINGS OF I-AM CAPITAL’S OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS AS SECURITY HOLDERS UPON THE SUCCESSFUL CONSUMMATION OF THE TRANSACTIONS DESCRIBED THEREIN. I-AM CAPITAL’S DEFINITIVE PROXY STATEMENT WAS DELIVERED TO SECURITY HOLDERS OF I-AM CAPITAL AS OF SEPTEMBER 10, 2018 FOR VOTING ON THE BUSINESS COMBINATION AND THE OTHER TRANSACTIONS DESCRIBED THEREIN. SECURITY HOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENTS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: I-AM CAPITAL ACQUISITION COMPANY, 1345 AVENUE OF THE AMERICAS, 11TH FLOOR, NEW YORK, NEW YORK, 10105. THESE DOCUMENTS, AS WELL AS I-AM CAPITAL’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 2018 CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE ( HTTP://WWW.SEC.GOV ).

 

PARTICIPANTS IN THE SOLICITATION

 

I-AM CAPITAL AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATIONS OF PROXIES FROM I-AM CAPITAL’S STOCKHOLDERS IN RESPECT OF THE PROPOSED BUSINESS COMBINATION TRANSACTION. INFORMATION REGARDING I-AM CAPITAL’S DIRECTORS AND EXECUTIVE OFFICERS AND OTHER PARTICIPANTS IN THE PROXY SOLICITATION AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT RELATING TO THE TRANSACTIONS WITH SMAAASH, WHICH CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.

 

ADDITIONAL INFORMATION AND CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

THIS REPORT AND THE EXHIBITS HERETO ARE NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE PROPOSED TRANSACTION AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES PURSUANT TO THE PROPOSED BUSINESS COMBINATION AND OTHER TRANSACTIONS DESCRIBED HEREIN OR OTHERWISE, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH THE OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

THIS REPORT AND THE EXHIBITS HERETO INCLUDE CERTAIN STATEMENTS THAT MAY CONSTITUTE “FORWARD-LOOKING STATEMENTS” REGARDING I-AM CAPITAL AND SMAAASH FOR PURPOSES OF THE FEDERAL SECURITIES LAWS THAT REFLECT THEIR CURRENT VIEWS AND INFORMATION CURRENTLY AVAILABLE. THIS INFORMATION IS, WHERE APPLICABLE, BASED ON ESTIMATES, ASSUMPTIONS AND ANALYSIS THAT MANAGEMENT BELIEVES, AS OF THE DATE HEREOF, PROVIDE A REASONABLE BASIS FOR THE INFORMATION CONTAINED HEREIN. FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS THAT REFER TO FUTURE EVENTS OR CIRCUMSTANCES, INCLUDING ANY UNDERLYING ASSUMPTIONS. THE WORDS “ANTICIPATE,” “BELIEVE,” “CONTINUE,” “COULD,” “ESTIMATE,” “EXPECT,” “INTENDS,” “MAY,” “MIGHT,” “PLAN,” “POSSIBLE,” “POTENTIAL,” “PREDICT,” “PROJECT,” “SHOULD,” “WOULD” AND SIMILAR EXPRESSIONS MAY IDENTIFY FORWARD-LOOKING STATEMENTS, BUT THE ABSENCE OF THESE WORDS DOES NOT MEAN THAT A STATEMENT IS NOT FORWARD-LOOKING.

 

 

 

 

THESE FORWARD-LOOKING STATEMENTS ARE BASED ON INFORMATION AVAILABLE AS OF THE DATE HEREOF, AND CURRENT EXPECTATIONS, FORECASTS AND ASSUMPTIONS, AND INVOLVE A NUMBER OF JUDGMENTS, RISKS AND UNCERTAINTIES. ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS REPRESENTING I-AM CAPITAL’S VIEWS AS OF ANY SUBSEQUENT DATE, AND I-AM CAPITAL DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE THEY WERE MADE, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS MAY BE REQUIRED UNDER APPLICABLE SECURITIES LAWS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. AS A RESULT OF A NUMBER OF KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, I-AM CAPITAL’S AND SMAAASH’S ACTUAL RESULTS OR PERFORMANCE MAY BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. SOME FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER INCLUDE: (I) THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD DELAY THE BUSINESS COMBINATION OR GIVE RISE TO THE TERMINATION OF THE DEFINITIVE AGREEMENTS RELATING TO THE BUSINESS COMBINATION; (II) THE OUTCOME OF ANY LEGAL PROCEEDINGS THAT MAY BE INSTITUTED AGAINST THE PARTIES FOLLOWING ANNOUNCEMENT OF THE BUSINESS COMBINATION; (III) THE INABILITY TO COMPLETE THE BUSINESS COMBINATION DUE TO THE FAILURE TO OBTAIN APPROVAL OF THE STOCKHOLDERS OF I-AM CAPITAL, OR OTHER CONDITIONS TO CLOSING IN THE DEFINITIVE AGREEMENTS RELATING TO THE BUSINESS COMBINATION; (IV) THE RISK THAT THE PROPOSED BUSINESS COMBINATION DISRUPTS CURRENT PLANS AND OPERATIONS OF I-AM CAPITAL, OR  SMAAASH AS A RESULT OF THE ANNOUNCEMENT AND CONSUMMATION OF THE BUSINESS COMBINATION; (V) I-AM CAPITAL’S AND SMAAASH’S ABILITY TO REALIZE THE ANTICIPATED BENEFITS OF THE BUSINESS COMBINATION, WHICH MAY BE AFFECTED BY, AMONG OTHER THINGS, COMPETITION AND THE ABILITY OF I-AM CAPITAL TO GROW AND MANAGE GROWTH PROFITABLY FOLLOWING THE BUSINESS COMBINATION; (VI) COSTS RELATED TO THE BUSINESS COMBINATION; (VII) CHANGES IN APPLICABLE LAWS OR REGULATIONS; AND (VIII) THE POSSIBILITY THAT I-AM CAPITAL, OR SMAAASH MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS, AND/OR COMPETITIVE FACTORS.

 

THE FOREGOING LIST OF FACTORS IS NOT EXCLUSIVE. ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS ARE CONTAINED IN I-AM CAPITAL’S PRIOR AND FUTURE FILINGS WITH THE SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING I-AM CAPITAL AND SMAAASH, THE TRANSACTIONS DESCRIBED HEREIN OR OTHER MATTERS AND ATTRIBUTABLE TO I-AM CAPITAL, SMAAASH, AND THEIR RESPECTIVE STOCKHOLDERS OR ANY PERSON ACTING ON THEIR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE.

 

 

 

 

Item 1.01   Entry Into a Material Definitive Agreement.

 

Third Amendment to Share Subscription Agreement

 

As previously disclosed in the Current Reports on Form 8-K of I-AM Capital Acquisition Company (the “Company” or I-AM Capital”), filed with the Securities and Exchange Commission (“SEC”) on May 9, 2018 and June 28, 2018, on May 3, 2018, the Company entered into a share subscription agreement (as amended by the Amendment Cum Addendum dated June 22, 2018 and the Second Amendment Cum Addendum dated August 2, 2018, the “Subscription Agreement”), with Smaaash Entertainment Private Limited, a private limited company incorporated under the laws of India (“Smaaash”), Shripal Morakhia (“Morakhia”), and AHA Holdings Private Limited (“AHA Holdings”, and together with Morakhia, the “Smaaash Founders”), pursuant to which the Company agreed to contribute a cash amount of up to $49 million (the “Investment Amount”) to Smaaash in exchange for (i) up to 89,583,215 newly issued equity shares of Smaaash (“Subscription Shares”), (ii) the right to act as the sole distributor of Smaaash’s active entertainment games in North and South America and (iii) the right to act as the master franchisee for Smaaash’s active entertainment centers in North and South America (the transactions contemplated by the Subscription Agreement, collectively, the “Business Combination”). Assuming a cash contribution amount of $49 million, the Subscription Agreement provides that the equity shares received by the Company would represent approximately 27.53% of the equity capital of Smaaash; provided that such percentage shall be decreased proportionately depending on the number of shares of the Company’s common stock that the public holders of the Company’s common stock elect to redeem in connection with the vote on the Business Combination and the resulting reduction in funds available for contribution to Smaaash.

 

Pursuant to the Subscription Agreement, the Smaaash Founders further agreed that within six (6) months following the closing of the Business Combination (the “Closing Date”), they shall transfer all of their ownership interest in Smaaash (representing 33.6% of the share capital of Smaaash on a fully diluted basis as of June 22, 2018) (the “Additional Smaaash Shares”) to the Company in exchange for newly issued shares of common stock of the Company (the “Transferred Company Shares”) in an amount which would enable the Smaaash Founders to retain their 33.6% ownership interest in Smaaash indirectly through  their interest in the Company.

 

On November 1, 2018, the Company, Smaaash and the Smaaash Founders entered into that certain Third Amendment Cum Addendum to the Share Subscription Agreement Dated May 3, 2018 (the “Amendment”), pursuant to which the Subscription Agreement was further amended to, among other things, provide that the Company shall issue an aggregate of 2,000,000 shares of its common stock, upon consummation of the Business Combination, to the Smaaash Founders as an upfront portion of the Transferred Company Shares (the “Upfront I-AM Shares”).

 

The issuance of such Upfront I-AM Shares will be held in escrow and shall be either, (i) if the Additional Smaaash Shares are not transferred in full to the Company within the designated six-month period, cancelled, or (ii) if the Additional Smaaash Shares are transferred in full to the Company within the designated six-month period, released from escrow and the number of Upfront I-AM Shares shall be deducted from the Transferred Company Shares that will be issued to the Smaaash Founders upon the delivery of the Additional Smaaash Shares.

 

The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 2.1.

 

Forward Stock Purchase Agreements

 

On November 2, 2018, the Company entered into a stock purchase agreement (the “Polar SPA”) with Polar Asset Management Partners Inc. (“Polar”), pursuant to which Polar agreed to sell 490,000 shares of the Company’s common stock to the Company 30 days after the consummation of the Business Combination (the “Polar Sale”).

 

On November 5, 2018, the Company also entered into (i) a stock purchase agreement (the “K2 SPA”) with K2 Principal Fund L.P. (“K2”), pursuant to which K2 agreed to sell 220,000 shares of the Company’s common stock to the Company (the “K2 Sale”) and (ii) a stock purchase agreement (the “MEF SPA”) with MEF I, L.P. (“MEF”, and together Polar and K2, collectively, the “Funds” and each a “Fund”), pursuant to which MEF agreed to sell 100,000 shares of the Company’s common stock to the Company (the “MEF Sale” and together with the Polar Sale and the K2 Sale, the “Stock Sales”), with the Stock Sales to take place 30 days after the consummation of the Business Combination.

 

 

 

 

Each Fund has the right to sell its respective shares to third parties prior to the expiration of the 30-day period. In connection with the closing of the Stock Sales, the Company will pay each Fund $11.23 for each of the shares of the Company’s common stock still held by such Fund at such time and the Company’s sponsor has agreed to transfer to Polar, K2 and MEF, 150,000, 66,000, 30,000 restricted shares of the Company’s common stock, respectively, that are currently held by the Company’s sponsor.

 

The foregoing summary of the Polar SPA, the K2 SPA and the MEF SPA is qualified in its entirety by reference to the complete text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Exhibit
2.1   Third Amendment Cum Addendum to the Share Subscription Agreement Dated May 03, 2018, dated as of November 1, 2018. (1)
     
10.1  

Stock Purchase Agreement, dated as of November 2, 2018, by and between the Company and Polar Asset Management Partners Inc.

 

10.2   Stock Purchase Agreement, dated as of November 5, 2018, by and between the Company and K2 Principal Fund L.P.
     
10.3   Stock Purchase Agreement, dated as of November 5, 2018, by and between the Company and MEF I, L.P.
     
(1) Previously filed as Annex A to the Company’s Proxy Statement Supplement, which was filed with the SEC on November 5, 2018, and is incorporated herein by reference thereto.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 7, 2018

 

  I-AM CAPITAL ACQUISITION COMPANY
     
  By: /s/ F. Jacob Cherian
    Name: F. Jacob Cherian
    Title:   Chief Executive Officer

 

 

 

Exhibit 10.1

 

STOCK PURCHASE AGREEMENT

 

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 2 nd day of November, 2018 by and between I-AM Capital Acquisition Company, a Delaware corporation (“Buyer” or “I-AM”) and Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (“Seller”).

 

WHEREAS, I-AM was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”); and

 

WHEREAS, I-AM has entered into that certain share subscription agreement dated as of May 3, 2018 by and among I-AM, Smaaash Entertainment Private Limited, a company incorporated in the Republic of India, and the other parties thereto, as amended (the “Acquisition Agreement”); and

 

WHEREAS, in connection with the Business Combination, the holders of I-AM common stock issued in the initial public offering of I-AM have the right to elect to redeem their shares for a portion of the funds being held in I-AM’s trust account; and

 

WHEREAS, Buyer has requested Seller to sell, and Seller has agreed to sell, 490,000 shares of I-AM common stock (the “Shares”) to Buyer, pursuant to the terms of this Agreement; and

 

WHEREAS, Buyer shall deposit into a trust account maintained by Continental Stock Transfer and Trust Company (“Escrow Agent”) for the benefit of Seller, cash equal to $5,250,000 (the “Initial Escrow Amount”) that will go towards the Aggregate Purchase Price (as defined below), to be delivered to Seller pursuant to the terms of an escrow agreement (the “Escrow”).

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

 

ARTICLE I 

Purchase and Closing

 

Section 1.01 Sales to Buyer . Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller at the Closing (as defined below) all Shares not previously sold by Seller pursuant to Section 1.02 below, for a purchase price of $11.23 per Share (the “Purchase Price Per Share”), as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or similar transactions. The total amount paid for all Shares actually purchased by the Buyer shall be referred to herein as the “Aggregate Purchase Price”. Buyer’s obligation to purchase any Shares from Seller is conditioned on the prior consummation of the transactions contemplated by the Acquisition Agreement (the “Smaaash Transaction”).

 

1

 

 

Section 1.02 Sales to Third Parties . Seller shall have the sole discretion to sell any and all Shares to third parties prior to the Closing.

 

Section 1.03 Closing . The closing of the purchase and sale of the Shares pursuant to Section 1.01 above (the “Closing”) will occur thirty (30) days after the consummation of the Smaaash Transaction, provided that if such day is not a business day, the Closing will occur on the next business day. The date of the Closing may be extended by up to an additional 30 days upon mutual agreement between Buyer and Seller. At the Closing, Seller shall deliver the Shares it still owns to Buyer, and (i) pursuant to the terms of the escrow agreement governing the Escrow, Escrow Agent shall release the Aggregate Purchase Price (up to the Initial Escrow Amount) for such Shares to Seller by wire transfer of immediately available funds to an account specified by Seller and (ii) Buyer shall pay any outstanding amount of the Aggregate Purchase Price not satisfied by the Escrow to Seller. If the Buyer fails to pay any portion of the outstanding amount of the Aggregate Purchase Price on the date of the Closing, such outstanding amount shall accrue interest until the date of payment at a rate of 30% per annum, compounded semi-annually. It shall be a condition to the obligation of Buyer on the one hand and Seller on the other hand to consummate the transfer of the Shares and payment of the Aggregate Purchase Price contemplated hereunder, that the other party’s representations and warranties (other than Buyer’s representation in Section 3.05) are true and correct at the Closing with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

 

ARTICLE II 

Representations and Warranties of Seller

 

Seller hereby represents and warrants to Buyer on the date hereof and as of the Closing that:

 

Section 2.01 Organization . Seller has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

 

Section 2.02 Authority; Non-Contravention . This Agreement has been validly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery thereof by Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Seller does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Seller is a party which would prevent Seller from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

 

2

 

 

Section 2.03 Sophisticated Seller . Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

 

Section 2.04 Independent Investigation . Seller, in making the decision to sell the Shares to Buyer, has not relied upon any oral or written representations or assurances from Buyer or any of its officers, directors or employees or any other representatives or agents of Buyer, other than as set forth in this Agreement. Seller has had access to all of the filings made by I-AM with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended, in each case to the extent available publicly via the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

 

Section 2.05 No Legal Advice from Buyer . Seller acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel, investment and tax advisors. Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

 

Section 2.06 Ownership of Shares . Seller has control and direction over the Shares and shall cause the registered holders thereof to transfer to Buyer at the Closing good and marketable title to the Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

 

Section 2.07 Finder’s Fees . Other than Chardan Capital Markets LLC, to the best of Seller’s knowledge, no investment banker, broker, finder or other intermediary is entitled to a fee or commission in cash or securities from Buyer in respect of this Agreement.

 

ARTICLE III 

Representations and Warranties of Buyer

 

Buyer hereby represents and warrants to Seller on the date hereof and as of the Closing that:

 

Section 3.01 Organization . Buyer is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

 

Section 3.02 Authority; Non-Contravention . This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

 

3

 

 

Section 3.03 Governmental Approvals . All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in this Agreement have been or shall have been obtained prior to and be effective as of the Closing.

 

Section 3.04 No Brokers . No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which Seller will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

 

Section 3.05 No MNPI . Notwithstanding Section 4.01, as at the date hereof, Buyer does not possess any material non-public information which has not been communicated to Seller.

 

ARTICLE IV 

Agreements

 

Section 4.01 Acknowledgement; Waiver . Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations; and (iii) is aware that Buyer is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

 

Section 4.02 No Shorting . Seller hereby agrees that it shall not, either directly or indirectly, short shares of I-AM common stock during the term of this Agreement.

 

Section 4.03 Voting . In further consideration of receipt of the Aggregate Purchase Price, Seller hereby agrees that, prior to the applicable voting deadline (if Seller has not already done so), Seller shall vote or send electronic and written instructions to its prime broker holding the Shares to vote the Shares in favor of the Smaaash Transaction and each of the other proposals (“Proposals”) to be submitted at the special meeting, or any adjournment thereof, called for by I-AM for the purpose of voting upon (i) the Smaaash Transaction and (ii) any other Proposal set forth in I-AM’s definitive proxy statement that has been filed with the Securities and Exchange Commission as at the date hereof (the “Meeting”).Seller hereby covenants and agrees that, except pursuant to the terms of this Agreement, it shall not, directly or indirectly, (a) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Shares, regardless of whether such vote would occur at the Meeting or upon action by written consent or (b) sell, assign, transfer, encumber, pledge or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance, pledge or other disposition of, any of the Shares during the term of this Agreement.

 

4

 

 

Section 4.04 Redemption Rights . Provided that the conditions precedent in Section 4.05 are true and correct as at the time of the closing of the Smaaash Transaction, the Buyer is authorized to take such actions necessary to rescind the Seller’s demand for redemption of the Shares.

 

Section 4.05 Conditions Precedent . Notwithstanding anything to the contrary contained herein, Buyer acknowledges and agrees that the following conditions must be satisfied prior to giving effect to the rescission of redemption rights contemplated by Section 4.04:

 

a) Buyer, Seller and Escrow Agent shall have entered into an escrow agreement governing the Escrow that directs the Escrow Agent to transfer the Initial Escrow Amount from the Buyer’s trust account to the trust account governed by the Escrow for the Seller’s benefit contemporaneously with the closing of the Smaaash Transaction and without further action on the part of Buyer or Seller;

 

b) Seller shall have received confirmation that $250,000 shall have been paid into Escrow;

 

c) Buyer shall have disclosed the material terms of this Agreement in accordance with applicable law; and

 

d) Not including the shares of the Seller, Buyer shall have agreed (and provide Seller with evidence of such agreement(s)) with holders of not less than 500,000 common shares of the Buyer to not redeem such shares through the Smaaash Transaction and the proceeds of such shares currently held in Buyer’s trust account shall be used purchase shares of Smaaash Entertainment Private Limited.

 

Section 4.06 Founder Shares . As additional consideration for Seller agreeing to sell Shares to Buyer, I-AM Capital Partners LLC (the “LLC”), the sponsor of I-AM, shall transfer an aggregate of 150,000 shares (“Founder Shares”) of I-AM common stock currently held by it to Buyer at the time of the Closing. Seller shall receive such Founder Shares subject to the same lockup provisions and registration rights that currently exist for such shares. On the date of Closing, Buyer and the LLC shall take all necessary steps to cause the transfer of such Founder Shares as directed by the Seller. Buyer and the LLC represent and warrant that (i) the LLC has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and (ii) the LLC has legal and beneficial ownership of the Founder Shares and will transfer to Seller at the Closing good and marketable title to the Founder Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

 

5

 

 

Section 4.07 Most Favored Terms . The Buyer has not entered into, and will not enter into, without the prior consent of Seller prior to the consummation of the transactions contemplated by the Acquisition Agreement any agreement with any other investor or prospective investor in the Buyer (each, a “Third-Party Investor”) that has the direct or indirect effect of establishing terms, rights, or benefits for such Third-Party Investor (or any affiliate or associate thereof) in a manner more favorable to such Third-Party Investor than the terms, rights, and benefits established in favor of the Seller, including among other things, the Purchase Price Per Share and the lockup provisions and registration rights applicable to the Founder Shares.

 

Section 4.08 Restriction on Security Repurchases . Following the date hereof until the Closing, Buyer shall not, directly or indirectly, repurchase any of its issued and outstanding securities.

 

Section 4.09 No Rights to Monies Held on Trust. For so long as the Escrow is in place, Buyer shall include the following term in all agreements:

 

For and in consideration of Buyer agreeing to enter into this Agreement, the Counterparty] hereby agrees that it does not have any right, title, interest or claim of any kind (the “Claim”) in or to any monies in the trust account(s) established for the benefit of certain sellers of Buyer’s shares and hereby waives any Claim it may have in the future as a result of, or arising out of, any breach by [Buyer] of this Agreement and will not seek recourse against any such trust account(s) for any such breach of this Agreement by [Buyer].

 

ARTICLE V 

Miscellaneous

 

Section 5.01 Termination . Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no further force and effect upon the earlier to occur: (i) termination by the written agreement of the parties to this Agreement or (ii) without any further action required by any party hereto on (a) the date on which the Acquisition Agreement is terminated; or (b) 12:00 am, Eastern time, on November 22, 2018 if the Smaaash Transaction has not been consummated by such time.

 

Section 5.02 Counterparts; Facsimile . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

 

6

 

 

Section 5.03 Governing Law . This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 

Section 5.04 Remedies Cumulative . Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Seller hereby agrees that Buyer is entitled to an injunction prohibiting any conduct by Seller in violation of this Agreement and Seller shall not seek the posting of any bond in connection with such request for an injunction.

 

Section 5.05 Severability . If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

 

Section 5.06 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

 

Section 5.07 Headings . The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

 

Section 5.08 Entire Agreement; Changes in Writing . This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transactions contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

 

7

 

 

Section 5.09 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares, the Founder Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares, the Founder Shares or under or otherwise pursuant to this Agreement.

 

Section 5.10 Use of Name . Buyer shall not, without the prior written consent of Seller, use in any advertising, publicity, marketing materials, other similar communication to third parties, or in any other public use, as such, the names, brands or trademarks of the Seller or any of its affiliates, officers, directors and employees.

 

[SIGNATURE PAGE FOLLOWS]

 

8

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

 

  I-AM CAPITAL ACQUISITION COMPANY
     
  By: /s/ Suhel Kanuga
  Name:  Suhel Kanuga
  Title: CFO
     
 

POLAR ASSET MANAGEMENT PARTNERS INC.

     
  By: /s/ Herman Gil / Ryan Hickey
  Name: Herman Gil / Ryan Hickey

  Title: Chief Financial Officer / Legal Counsel

 

Acknowledged and agreed with respect to Section 4.06 only:  
     
I-AM CAPITAL PARTNERS LLC  
      
By: /s/ Suhel Kanuga  
Name:  Suhel Kanuga  
Title: CFO  

 

9

 

Exhibit 10.2

 

STOCK PURCHASE AGREEMENT

 

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 2 nd day of November, 2018 by and between I-AM Capital Acquisition Company, a Delaware corporation (“Buyer” or “I-AM”) and The K2 Principal Fund L.P. , a limited partnership incorporated under the laws of the Province of Ontario (“Seller”).

 

WHEREAS, I-AM was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”); and

 

WHEREAS, I-AM has entered into that certain share subscription agreement dated as of May 3, 2018 by and among I-AM, Smaaash Entertainment Private Limited, a company incorporated in the Republic of India, and the other parties thereto, as amended (the “Acquisition Agreement”); and

 

WHEREAS, in connection with the Business Combination, the holders of I-AM common stock issued in the initial public offering of I-AM have the right to elect to redeem their shares for a portion of the funds being held in I-AM’s trust account; and

 

WHEREAS, Buyer has requested Seller to sell, and Seller has agreed to sell, 220,000 shares of I-AM common stock (the “Shares”) to Buyer, pursuant to the terms of this Agreement; and

 

WHEREAS, Buyer shall deposit into a trust account maintained by Continental Stock Transfer and Trust Company (“Escrow Agent”) for the benefit of Seller, cash equal to $2,246,200 (the “Initial Escrow Amount”) that will go towards the Aggregate Purchase Price (as defined below), to be delivered to Seller pursuant to the terms of an escrow agreement (the “Escrow”).

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

 

ARTICLE I
P urchase and C losing

 

Section 1.01 Sales to Buyer . Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller at the Closing (as defined below) all Shares not previously sold by Seller pursuant to Section 1.02 below, for a purchase price of $11.23 per Share (the “Purchase Price Per Share”), as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or similar transactions. The total amount paid for all Shares actually purchased by the Buyer shall be referred to herein as the “Aggregate Purchase Price”. Buyer’s obligation to purchase any Shares from Seller is conditioned on the prior consummation of the transactions contemplated by the Acquisition Agreement (the “Smaaash Transaction”).

 

1

 

 

Section 1.02 Sales to Third Parties . Seller shall have the sole discretion to sell any and all Shares to third parties prior to the Closing.

 

Section 1.03 Closing . The closing of the purchase and sale of the Shares pursuant to Section 1.01 above (the “Closing”) will occur thirty (30) days after the consummation of the Smaaash Transaction, provided that if such day is not a business day, the Closing will occur on the next business day. The date of the Closing may be extended by up to an additional 30 days upon mutual agreement between Buyer and Seller. At the Closing, Seller shall deliver the Shares it still owns to Buyer, and (i) pursuant to the terms of the escrow agreement governing the Escrow, Escrow Agent shall release the Aggregate Purchase Price (up to the Initial Escrow Amount) for such Shares to Seller by wire transfer of immediately available funds to an account specified by Seller and (ii) Buyer shall pay any outstanding amount of the Aggregate Purchase Price not satisfied by the Escrow to Seller. If the Buyer fails to pay any portion of the outstanding amount of the Aggregate Purchase Price on the date of the Closing, such outstanding amount shall accrue interest until the date of payment at a rate of 30% per annum, compounded semi-annually. It shall be a condition to the obligation of Buyer on the one hand and Seller on the other hand to consummate the transfer of the Shares and payment of the Aggregate Purchase Price contemplated hereunder, that the other party’s representations and warranties (other than Buyer’s representation in Section 3.05) are true and correct at the Closing with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

 

ARTICLE II
R epresentations and W arranties of S eller

 

Seller hereby represents and warrants to Buyer on the date hereof and as of the Closing that:

 

Section 2.01 Organization . Seller has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

 

Section 2.02 Authority; Non-Contravention . This Agreement has been validly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery thereof by Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Seller does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Seller is a party which would prevent Seller from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

 

2

 

 

Section 2.03 Sophisticated Seller . Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

 

Section 2.04 Independent Investigation . Seller, in making the decision to sell the Shares to Buyer, has not relied upon any oral or written representations or assurances from Buyer or any of its officers, directors or employees or any other representatives or agents of Buyer, other than as set forth in this Agreement. Seller has had access to all of the filings made by I-AM with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended, in each case to the extent available publicly via the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

 

Section 2.05 No Legal Advice from Buyer . Seller acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel, investment and tax advisors. Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

 

Section 2.06 Ownership of Shares . Seller has control and direction over the Shares and shall cause the registered holders thereof to transfer to Buyer at the Closing good and marketable title to the Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

 

Section 2.07 Finder’s Fees . Other than Chardan Capital Markets LLC, to the best of Seller’s knowledge, no investment banker, broker, finder or other intermediary is entitled to a fee or commission in cash or securities from Buyer in respect of this Agreement.

 

ARTICLE III
R epresentations and W arranties of B uyer

 

Buyer hereby represents and warrants to Seller on the date hereof and as of the Closing that:

 

Section 3.01 Organization . Buyer is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

 

Section 3.02 Authority; Non-Contravention . This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

 

3

 

 

Section 3.03 Governmental Approvals . All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in this Agreement have been or shall have been obtained prior to and be effective as of the Closing.

 

Section 3.04 No Brokers . No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which Seller will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

 

Section 3.05 No MNPI . Notwithstanding Section 4.01, as at the date hereof, Buyer does not possess any material non-public information which has not been communicated to Seller.

 

ARTICLE IV
A greements

 

Section 4.01 Acknowledgement; Waiver . Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non- public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations; and (iii) is aware that Buyer is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

 

Section 4.02 No Shorting . Seller hereby agrees that it shall not, either directly or indirectly, short shares of I-AM common stock during the term of this Agreement.

 

Section 4.03 Voting . In further consideration of receipt of the Aggregate Purchase Price, Seller hereby agrees that, prior to the applicable voting deadline (if Seller has not already done so), Seller shall vote or send electronic and written instructions to its prime broker holding the Shares to vote the Shares in favor of the Smaaash Transaction and each of the other proposals (“Proposals”) to be submitted at the special meeting, or any adjournment thereof, called for by I-AM for the purpose of voting upon (i) the Smaaash Transaction and (ii) any other Proposal set forth in I-AM’s definitive proxy statement that has been filed with the Securities and Exchange Commission as at the date hereof (the “Meeting”).Seller hereby covenants and agrees that, except pursuant to the terms of this Agreement, it shall not, directly or indirectly, (a) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Shares, regardless of whether such vote would occur at the Meeting or upon action by written consent or (b) sell, assign, transfer, encumber, pledge or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance, pledge or other disposition of, any of the Shares during the term of this Agreement.

 

4

 

 

Section 4.04 Redemption Rights . Provided that the conditions precedent in Section 4.05 are true and correct as at the time of the closing of the Smaaash Transaction, the Buyer is authorized to take such actions necessary to rescind the Seller’s demand for redemption of the Shares.

 

Section 4.05 Conditions Precedent . Notwithstanding anything to the contrary contained herein, Buyer acknowledges and agrees that the following conditions must be satisfied prior to giving effect to the rescission of redemption rights contemplated by Section 4.04:

 

a) Buyer, Seller and Escrow Agent shall have entered into an escrow agreement governing the Escrow that directs the Escrow Agent to transfer the Initial Escrow Amount from the Buyer’s trust account to the trust account governed by the Escrow for the Seller’s benefit contemporaneously with the closing of the Smaaash Transaction and without further action on the part of Buyer or Seller;

 

b) Seller shall have received confirmation that $112,310 shall have been paid into Escrow;

 

c) Buyer shall have disclosed the material terms of this Agreement in accordance with applicable law; and

 

d) Not including the shares of the Seller, Buyer shall have agreed (and provide Seller with evidence of such agreement(s)) with holders of not less than 500,000 common shares of the Buyer to not redeem such shares through the Smaaash Transaction and the proceeds of such shares currently held in Buyer’s trust account shall be used purchase shares of Smaaash Entertainment Private Limited.

 

Section 4.06 Founder Shares . As additional consideration for Seller agreeing to sell Shares to Buyer, I-AM Capital Partners LLC (the “LLC”), the sponsor of I-AM, shall transfer an aggregate of 66,000 shares (“Founder Shares”) of I-AM common stock currently held by it to Buyer at the time of the Closing. Seller shall receive such Founder Shares subject to the same lockup provisions and registration rights that currently exist for such shares. On the date of Closing, Buyer and the LLC shall take all necessary steps to cause the transfer of such Founder Shares as directed by the Seller. Buyer and the LLC represent and warrant that (i) the LLC has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and (ii) the LLC has legal and beneficial ownership of the Founder Shares and will transfer to Seller at the Closing good and marketable title to the Founder Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

 

5

 

 

Section 4.07 Most Favored Terms . The Buyer has not entered into, and will not enter into, without the prior consent of Seller prior to the consummation of the transactions contemplated by the Acquisition Agreement any agreement with any other investor or prospective investor in the Buyer (each, a “Third-Party Investor”) that has the direct or indirect effect of establishing terms, rights, or benefits for such Third-Party Investor (or any affiliate or associate thereof) in a manner more favorable to such Third- Party Investor than the terms, rights, and benefits established in favor of the Seller, including among other things, the Purchase Price Per Share and the lockup provisions and registration rights applicable to the Founder Shares.

 

Section 4.08 Restriction on Security Repurchases . Following the date hereof until the Closing, Buyer shall not, directly or indirectly, repurchase any of its issued and outstanding securities.

 

Section 4.09 No Rights to Monies Held on Trust. For so long as the Escrow is in place, Buyer shall include the following term in all agreements:

 

For and in consideration of Buyer agreeing to enter into this Agreement, the Counterparty] hereby agrees that it does not have any right, title, interest or claim of any kind (the “Claim”) in or to any monies in the trust account(s) established for the benefit of certain sellers of Buyer’s shares and hereby waives any Claim it may have in the future as a result of, or arising out of, any breach by [Buyer] of this Agreement and will not seek recourse against any such trust account(s) for any such breach of this Agreement by [Buyer].

 

ARTICLE V
M iscellaneous

 

Section 5.01 Termination . Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no further force and effect upon the earlier to occur: (i) termination by the written agreement of the parties to this Agreement or (ii) without any further action required by any party hereto on (a) the date on which the Acquisition Agreement is terminated; or (b) 12:00 am, Eastern time, on November 22, 2018 if the Smaaash Transaction has not been consummated by such time.

 

Section 5.02 Counterparts; Facsimile . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

 

6

 

 

Section 5.03 Governing Law . This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 

Section 5.04 Remedies Cumulative . Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Seller hereby agrees that Buyer is entitled to an injunction prohibiting any conduct by Seller in violation of this Agreement and Seller shall not seek the posting of any bond in connection with such request for an injunction.

 

Section 5.05 Severability . If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

 

Section 5.06 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

 

Section 5.07 Headings . The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

 

Section 5.08 Entire Agreement; Changes in Writing . This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transactions contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

 

7

 

 

Section 5.09 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares, the Founder Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares, the Founder Shares or under or otherwise pursuant to this Agreement.

 

Section 5.10 Use of Name . Buyer shall not, without the prior written consent of Seller, use in any advertising, publicity, marketing materials, other similar communication to third parties, or in any other public use, as such, the names, brands or trademarks of the Seller or any of its affiliates, officers, directors and employees.

 

[SIGNATURE PAGE FOLLOWS]

 

8

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

 

  I-AM CAPITAL ACQUISITION COMPANY
     
  By: /s/ Suhel Kanuga
  Name:  Suhel Kanuga
  Title: CFO
     
 

THE K2 PRINCIPAL FUND L.P.  

     
  By: /s/ Daniel Gosselin
  Name: Daniel Gosselin
  Title:   President of K2 Genpar 2017 Inc., the General Partner to The K2 Principal Fund L.P.

 

Acknowledged and agreed with respect to Section 4.06 only:  
     
I-AM CAPITAL PARTNERS LLC  
      
By: /s/ Suhel Kanuga  
Name:  Suhel Kanuga  
Title: CFO  

  

9

 

Exhibit 10.3

 

STOCK PURCHASE AGREEMENT

 

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 2 nd day of November, 2018 by and between I-AM Capital Acquisition Company, a Delaware corporation (“Buyer” or “I-AM”) and MEF I, L.P., a limited partnership incorporated under the laws of Delaware (“Seller”).

 

WHEREAS, I-AM was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”); and

 

WHEREAS, I-AM has entered into that certain share subscription agreement dated as of May 3, 2018 by and among I-AM, Smaaash Entertainment Private Limited, a company incorporated in the Republic of India, and the other parties thereto, as amended (the “Acquisition Agreement”); and

 

WHEREAS, in connection with the Business Combination, the holders of I-AM common stock issued in the initial public offering of I-AM have the right to elect to redeem their shares for a portion of the funds being held in I-AM’s trust account; and

 

WHEREAS, Buyer has requested Seller to sell, and Seller has agreed to sell, 100,000 shares of I-AM common stock (the “Shares”) to Buyer, pursuant to the terms of this Agreement; and

 

WHEREAS, Buyer shall deposit into a trust account maintained by Continental Stock Transfer and Trust Company (“Escrow Agent”) for the benefit of Seller, cash equal to $1,021,000 (the “Initial Escrow Amount”) that will go towards the Aggregate Purchase Price (as defined below), to be delivered to Seller pursuant to the terms of an escrow agreement (the “Escrow”).

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

 

ARTICLE I
P urchase and C losing

 

Section 1.01 Sales to Buyer . Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller at the Closing (as defined below) all Shares not previously sold by Seller pursuant to Section 1.02 below, for a purchase price of $11.23 per Share (the “Purchase Price Per Share”), as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or similar transactions. The total amount paid for all Shares actually purchased by the Buyer shall be referred to herein as the “Aggregate Purchase Price”. Buyer’s obligation to purchase any Shares from Seller is conditioned on the prior consummation of the transactions contemplated by the Acquisition Agreement (the “Smaaash Transaction”).

 

1

 

 

Section 1.02 Sales to Third Parties . Seller shall have the sole discretion to sell any and all Shares to third parties prior to the Closing.

 

Section 1.03 Closing . The closing of the purchase and sale of the Shares pursuant to Section 1.01 above (the “Closing”) will occur thirty (30) days after the consummation of the Smaaash Transaction, provided that if such day is not a business day, the Closing will occur on the next business day. The date of the Closing may be extended by up to an additional 30 days upon mutual agreement between Buyer and Seller. At the Closing, Seller shall deliver the Shares it still owns to Buyer, and (i) pursuant to the terms of the escrow agreement governing the Escrow, Escrow Agent shall release the Aggregate Purchase Price (up to the Initial Escrow Amount) for such Shares to Seller by wire transfer of immediately available funds to an account specified by Seller and (ii) Buyer shall pay any outstanding amount of the Aggregate Purchase Price not satisfied by the Escrow to Seller. If the Buyer fails to pay any portion of the outstanding amount of the Aggregate Purchase Price on the date of the Closing, such outstanding amount shall accrue interest until the date of payment at a rate of 30% per annum, compounded semi-annually. It shall be a condition to the obligation of Buyer on the one hand and Seller on the other hand to consummate the transfer of the Shares and payment of the Aggregate Purchase Price contemplated hereunder, that the other party’s representations and warranties (other than Buyer’s representation in Section 3.05) are true and correct at the Closing with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

 

ARTICLE II

Representations and Warranties of Seller

 

Seller hereby represents and warrants to Buyer on the date hereof and as of the Closing that:

 

Section 2.01 Organization . Seller has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

 

Section 2.02 Authority; Non-Contravention . This Agreement has been validly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery thereof by Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Seller does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Seller is a party which would prevent Seller from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller is subject.

 

2

 

 

Section 2.03 Sophisticated Seller . Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

 

Section 2.04 Independent Investigation . Seller, in making the decision to sell the Shares to Buyer, has not relied upon any oral or written representations or assurances from Buyer or any of its officers, directors or employees or any other representatives or agents of Buyer, other than as set forth in this Agreement. Seller has had access to all of the filings made by I-AM with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended, in each case to the extent available publicly via the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

 

Section 2.05 No Legal Advice from Buyer . Seller acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel, investment and tax advisors. Seller is not relying on any statements or representations of Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

 

Section 2.06 Ownership of Shares . Seller has control and direction over the Shares and shall cause the registered holders thereof to transfer to Buyer at the Closing good and marketable title to the Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

 

Section 2.07 Finder’s Fees . Other than Chardan Capital Markets LLC, to the best of Seller’s knowledge, no investment banker, broker, finder or other intermediary is entitled to a fee or commission in cash or securities from Buyer in respect of this Agreement.

 

ARTICLE III
R epresentations and W arranties of B uyer

 

Buyer hereby represents and warrants to Seller on the date hereof and as of the Closing that:

 

Section 3.01 Organization . Buyer is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

 

Section 3.02 Authority; Non-Contravention . This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by Seller, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

 

3

 

 

Section 3.03 Governmental Approvals . All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in this Agreement have been or shall have been obtained prior to and be effective as of the Closing.

 

Section 3.04 No Brokers . No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which Seller will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

 

Section 3.05 No MNPI . Notwithstanding Section 4.01, as at the date hereof, Buyer does not possess any material non-public information which has not been communicated to Seller.

 

ARTICLE IV
A greements

 

Section 4.01 Acknowledgement; Waiver . Seller (i) acknowledges that Buyer may possess or have access to material non-public information which has not been communicated to Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Buyer or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non- public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations; and (iii) is aware that Buyer is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

 

Section 4.02 No Shorting . Seller hereby agrees that it shall not, either directly or indirectly, short shares of I-AM common stock during the term of this Agreement.

 

Section 4.03 Voting . In further consideration of receipt of the Aggregate Purchase Price, Seller hereby agrees that, prior to the applicable voting deadline (if Seller has not already done so), Seller shall vote or send electronic and written instructions to its prime broker holding the Shares to vote the Shares in favor of the Smaaash Transaction and each of the other proposals (“Proposals”) to be submitted at the special meeting, or any adjournment thereof, called for by I-AM for the purpose of voting upon (i) the Smaaash Transaction and (ii) any other Proposal set forth in I-AM’s definitive proxy statement that has been filed with the Securities and Exchange Commission as at the date hereof (the “Meeting”).Seller hereby covenants and agrees that, except pursuant to the terms of this Agreement, it shall not, directly or indirectly, (a) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Shares, regardless of whether such vote would occur at the Meeting or upon action by written consent or (b) sell, assign, transfer, encumber, pledge or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance, pledge or other disposition of, any of the Shares during the term of this Agreement.

 

4

 

 

Section 4.04 Redemption Rights . Provided that the conditions precedent in Section 4.05 are true and correct as at the time of the closing of the Smaaash Transaction, the Buyer is authorized to take such actions necessary to rescind the Seller’s demand for redemption of the Shares.

 

Section 4.05 Conditions Precedent . Notwithstanding anything to the contrary contained herein, Buyer acknowledges and agrees that the following conditions must be satisfied prior to giving effect to the rescission of redemption rights contemplated by Section 4.04:

 

a) Buyer, Seller and Escrow Agent shall have entered into an escrow agreement governing the Escrow that directs the Escrow Agent to transfer the Initial Escrow Amount from the Buyer’s trust account to the trust account governed by the Escrow for the Seller’s benefit contemporaneously with the closing of the Smaaash Transaction and without further action on the part of Buyer or Seller;

 

b) Seller shall have received confirmation that $51,050 shall have been paid into Escrow;

 

c) Buyer shall have disclosed the material terms of this Agreement in accordance with applicable law; and

 

d) Not including the shares of the Seller, Buyer shall have agreed (and provide Seller with evidence of such agreement(s)) with holders of not less than 500,000 common shares of the Buyer to not redeem such shares through the Smaaash Transaction and the proceeds of such shares currently held in Buyer’s trust account shall be used purchase shares of Smaaash Entertainment Private Limited.

 

Section 4.06 Founder Shares . As additional consideration for Seller agreeing to sell Shares to Buyer, I-AM Capital Partners LLC (the “LLC”), the sponsor of I-AM, shall transfer an aggregate of 30,000 shares (“Founder Shares”) of I-AM common stock currently held by it to Buyer at the time of the Closing. Seller shall receive such Founder Shares subject to the same lockup provisions and registration rights that currently exist for such shares. On the date of Closing, Buyer and the LLC shall take all necessary steps to cause the transfer of such Founder Shares as directed by the Seller. Buyer and the LLC represent and warrant that (i) the LLC has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and (ii) the LLC has legal and beneficial ownership of the Founder Shares and will transfer to Seller at the Closing good and marketable title to the Founder Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

 

5

 

 

Section 4.07 Most Favored Terms . The Buyer has not entered into, and will not enter into, without the prior consent of Seller prior to the consummation of the transactions contemplated by the Acquisition Agreement any agreement with any other investor or prospective investor in the Buyer (each, a “Third-Party Investor”) that has the direct or indirect effect of establishing terms, rights, or benefits for such Third-Party Investor (or any affiliate or associate thereof) in a manner more favorable to such Third- Party Investor than the terms, rights, and benefits established in favor of the Seller, including among other things, the Purchase Price Per Share and the lockup provisions and registration rights applicable to the Founder Shares.

 

Section 4.08 Restriction on Security Repurchases . Following the date hereof until the Closing, Buyer shall not, directly or indirectly, repurchase any of its issued and outstanding securities.

 

Section 4.09 No Rights to Monies Held on Trust. For so long as the Escrow is in place, Buyer shall include the following term in all agreements:

 

For and in consideration of Buyer agreeing to enter into this Agreement, the Counterparty] hereby agrees that it does not have any right, title, interest or claim of any kind (the “Claim”) in or to any monies in the trust account(s) established for the benefit of certain sellers of Buyer’s shares and hereby waives any Claim it may have in the future as a result of, or arising out of, any breach by [Buyer] of this Agreement and will not seek recourse against any such trust account(s) for any such breach of this Agreement by [Buyer].

 

ARTICLE V
M iscellaneous

 

Section 5.01 Termination . Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no further force and effect upon the earlier to occur: (i) termination by the written agreement of the parties to this Agreement or (ii) without any further action required by any party hereto on (a) the date on which the Acquisition Agreement is terminated; or (b) 12:00 am, Eastern time, on November 22, 2018 if the Smaaash Transaction has not been consummated by such time.

 

Section 5.02 Counterparts; Facsimile . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original. 

 

6

 

 

Section 5.03 Governing Law . This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 

Section 5.04 Remedies Cumulative . Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Seller hereby agrees that Buyer is entitled to an injunction prohibiting any conduct by Seller in violation of this Agreement and Seller shall not seek the posting of any bond in connection with such request for an injunction.

 

Section 5.05 Severability . If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

 

Section 5.06 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

 

Section 5.07 Headings . The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

 

Section 5.08 Entire Agreement; Changes in Writing . This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transactions contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

 

7

 

 

Section 5.09 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares, the Founder Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares, the Founder Shares or under or otherwise pursuant to this Agreement.

 

Section 5.10 Use of Name . Buyer shall not, without the prior written consent of Seller, use in any advertising, publicity, marketing materials, other similar communication to third parties, or in any other public use, as such, the names, brands or trademarks of the Seller or any of its affiliates, officers, directors and employees.

 

[SIGNATURE PAGE FOLLOWS]

 

8

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement. 

 

  I-AM CAPITAL ACQUISITION COMPANY
     
  By: /s/ Suhel Kanuga
  Name:  Suhel Kanuga
  Title: CFO

 

  MEF I, L.P.
   
  By: /s/ Joshua Sason
  Name: Joshua Sason
  Title: Authorized Signor, Magna GP, LLC General Partner of MEF I, L.P.

 

       
Acknowledged and agreed with respect to Section 4.06 only:    
     
I-AM CAPITAL PARTNERS LLC    
       
By: /s/ Suhel Kanuga    
Name:  Suhel Kanuga    
Title: CFO    
       

 

9