Exhibit 10.1 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
as of March 2, 2016 by and between Jensyn Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-208159 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, Chardan Capital
Markets, LLC (“CCM”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, simultaneously
with the IPO, the Company’s “insiders” (as defined in the Registration Statement) (the “Insiders”)
and CCM will be purchasing an aggregate of 294,500 units (“Initial Private Units”) from the Company for an aggregate
purchase price of $2,945,000; and


 


WHEREAS, in the event
CCM exercises its over-allotment option in full or in part, the Insiders and CCM will purchase up to an aggregate of an additional
38,025 units (the “Over-Allotment Private Units” and, together with the Initial Private Units, the “Private Units”)
for an aggregate purchase price of up to $380,250; and


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $40,365,000
of the gross proceeds of the IPO and the sale of the Private Units ($47,610,000 if the underwriters’ over-allotment option
is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company
and the holders of the Company’s common stock, par value $.0001 per share (“Common Stock”), issued in the IPO
as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “Property,” the
stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property;


 


IT IS AGREED:


 


		1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


(a) Hold the Property in trust
for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”)
established by the Trustee at JP Morgan Chase Bank N.A. and at a brokerage institution selected by the Trustee that is satisfactory
to the Company;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon
the instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills, notes or bonds
having a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


(d) Collect and receive, when
due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is
used herein;


 


(e) Notify the Company and CCM
of all communications received by it with respect to any Property requiring action by the Company;


 




    	 	 	 



     


    

 


(f) Supply any necessary information or documents
as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g) Participate in any plan
or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company
to do so;


 


(h) Render to the Company monthly
written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust
Account; and


 


(i) Commence liquidation of
the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the
Company by its Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, affirmed by counsel for the
Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged
and agreed to by CCM, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as
directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by (a) the 18-month anniversary of the closing of the IPO (“Closing”) or
(b) in the event that a letter of intent or definitive agreement for a Business Combination has been executed on or prior to the
18-month anniversary of the Closing but the Business Combination has not been consummated by the 18-month anniversary of the Closing,
the 24-month anniversary of the Closing, the Trust Account shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders promptly after such date. The provisions
of this Section 1(i) may not be modified, amended or deleted under any circumstances.


 


		2.	Limited Distributions of Income from Trust Account.



 


(a) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee
shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any
income or other tax obligation owed by the Company.


 


(c) The limited distributions
referred to in Sections 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a),
no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(d) The Company shall provide
CCM with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after such issuance.


 


		3.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:



 


(a) Give all instructions to
the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Vice Chairman of the Board, Chief Executive
Officer, President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i) and 2(a) above,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that
the Company shall promptly confirm such instructions in writing;


 


(b) Subject to the provisions
of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim,
action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which
in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned
from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such
claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage
the defense against such Indemnified Claim, provided that the Trustee shall obtain the consent of the Company with respect to the
selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 




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(c) Pay the Trustee an annual
fee as set forth on Schedule A hereto. It is expressly understood that the Property shall not be used to pay such fees and further
agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to
Sections 1(i) solely in connection with the consummation of a Business Combination. The Company shall pay the Trustee the first
year’s annual fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In connection with any vote
of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the Company’s
stockholders regarding such Business Combination; and


 


(e) In the event that the Company
directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not
direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


		4.	Limitations of Liability. The Trustee shall have no responsibility or liability to:



 


(a) Take any action with respect
to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party except
for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment of
any Property, other than in compliance with paragraph 1(c);


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such
designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and
in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not
be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties
or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 




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(g) Verify the correctness of
the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any
other action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state and/or
Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the
Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf
of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes except as provided
in Section 2(a) hereof);


 


(j) Imply obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which
is expressly set forth herein; or


 


(k) Verify calculations, qualify
or otherwise approve Company requests for distributions pursuant to Section 1(i) or 2(a) above.


 


		5.	Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest
or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim
to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against
the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the
Trust Account.



 


		6.	Termination. This Agreement shall terminate as follows:



 


(a) If the Trustee gives written
notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and, upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time that the Trustee
has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and distributed
the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Paragraph 3(b).


 




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		7.	Miscellaneous.



 


(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the
Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may
have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the wire.


 


(b) This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i)
and 2(b) (which may not be amended without the approval of 65% of the shares of Common Stock issued in the IPO), this Agreement
or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however,
that no such change, amendment or modification may be made without the prior written consent of CCM. As to any claim, cross-claim
or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from
Company counsel an opinion as to the propriety of any proposed amendment.


 


(d) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes
of resolving any disputes hereunder.


 


(e) Any notice, consent or request
to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson_


Fax No.: (212) 845 3202


 


if to the Company, to:


 


Jensyn Acquisition Corp.


800 West Main Street, Suite 204


Freehold, NJ 07728


Attn: Jeffrey J. Raymond


Fax No.: (732) 303-6947


 


in either case with a copy to:


 


Chardan Capital Markets, LLC


17 State Street, Suite 1600


New York, New York 10004


Attn: George Kaufmann, Director Investment Banking


Fax No.: (646) 465-9039 


 




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(f) This Agreement may not be
assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Trustee and
the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and
to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any
claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance. In the event that the Trustee has a claim against the Company under this Agreement, the Trustee will pursue
such claim solely against the Company and not against the Property held in the Trust Account.


 


(h) Each of the Company and
the Trustee hereby acknowledge that CCM is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 




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


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By: 	 /s/ Francis E. Wolf
	 	 	Name: Francis E. Wolf, Jr.
	 	 	Title: Vice President
	 	 	 
	 	Jensyn Acquisition Corp.
	 	 	 
	 	By: 	 /s/ Jeffrey J. Raymond
	 	 	Name: Jeffrey J. Raymond
	 	 	Title: President, Chief Executive Officer and Director


 


[Signature page to Investment Management
Trust Agreement between Continental Stock Transfer & Trust Company and Jensyn Acquisition Corp.]


 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	2,000	 
	 	 	 	 	 	 	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Payment by deduction at the time of distribution	 	$	250	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	Prevailing rates	 



 




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EXHIBIT A


 


[Letterhead of Company]


 


	 	[Insert date]


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson


 


Re: Trust Account No. - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of the Investment
Management Trust Agreement between Jensyn Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of March 7, 2016 with __________________ (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company
shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the
above-referenced account at Morgan Stanley Bank to the effect that, on the Consummation Date, all of the funds held in the Trust
Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company
will not earn any interest or dividends.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall
deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from it and Chardan Capital Markets,
LLC with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company of the same, and the Company shall direct
you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 




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In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then, upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	Jensyn Acquisition Corp.
	 	 	 
	 	By: 	 
	 	 	Jeffrey J. Raymond, President, Chief Executive Officer and Director


 


	 	By: 	 
	 	 	Rebecca Irish, Chief Financial Officer


 


AGREED TO AND


ACKNOWLEDGED BY


 


CHARDAN CAPITAL MARKETS, LLC


 


	By:	 	 


 




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EXHIBIT B


 


[Letterhead of Company]


 


	 	[Insert date]


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson


 


Re: Trust Account No. [insert no.]___ - Termination
Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of the Investment
Management Trust Agreement between Jensyn Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of March 2, 2016 (“Trust Agreement”), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended
and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds
to the [Trust Checking Account at JPMorgan Chase to await distribution to the Public Stockholders. The Company has selected
____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of
the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on
deposit in the Trust Checking Account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent,
to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended
and Restated Certificate of Incorporation of the Company. Upon the distribution of all of the funds in the Trust Account, your
obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	Jensyn Acquisition Corp. 
	 	 	 
	 	By: 	 
	 	 	Jeffrey J. Raymond, President, Chief Executive Officer and Director
	 	 	 
	 	By: 	 
	 	 	Rebecca Irish, Chief Financial Officer


 


cc: Chardan Capital Markets, LLC


  




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EXHIBIT C


[Letterhead of Company]


 


	 	[Insert date]


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Cynthia Jordan


 


Re: Trust Account No. [insert no.]____


 


Dear __________________:


 


Pursuant to paragraph 2(a) of the Investment
Management Trust Agreement between Jensyn Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of March 2, 2016 (“Trust Agreement”), the Company hereby requests that you
deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds
to pay its income or other tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Jensyn Acquisition Corp.
	 	 	 
	 	By: 	 
	 	 	Jeffrey J. Raymond, President, Chief Executive Officer and Director
	 	 	 
	 	By: 	 
	 	 	Rebecca Irish, Chief Financial Officer


 


cc: Chardan Capital Markets, LLC


 




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