Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of [*], 2018 by
and between Tottenham Acquisition I Limited (the “Company”) and Continental Stock Transfer & Trust Company, as
trustee (“Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-[*] (“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 (“Chardan”)
is acting as the underwriter in the IPO; and


 


WHEREAS, if a Business Combination is not
consummated within the initial 12 month period following the closing of the IPO, the Company’s insiders may extend such period
three times by an additional three-months each time, up to a maximum of 21 months in the aggregate, by depositing $400,000 (or
$460,000 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account (as defined below) no later
than the 12 month anniversary of the IPO, the 15 month anniversary of the IPO or the 18 month anniversary of the IPO (each, an
“Applicable Deadline”), as applicable, for each three-month extension (each, an “Extension”), in exchange
for which they will receive promissory notes; and


 


WHEREAS, as described in the Registration
Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, $42,000,000
of the gross proceeds of the IPO and the net proceeds of a private placement taking place simultaneously therewith ($48,150,000
if the over-allotment option is exercised in full), plus any amount eventually deposited on account of any Extension, will be delivered
to the Trustee to be deposited and held in the Trust Account for the benefit of the Company and the holders of the Company’s
ordinary shares, par value $.001 per share, issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee,
including the proceeds from any loans in connection with an Extension, if any, will be referred to herein as the “Property”;
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders 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. in the United States, maintained by Trustee, and at a
brokerage institution selected by the Trustee that is reasonably 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 Chardan of all communications received by it with respect to any Property requiring action by the Company;


 


 


 






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(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 President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary 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 Chardan,
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 the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that the
Company extended the time to complete the Business Combination for up to 21-months from the closing of the IPO but has not completed
the Business Combination within such 21-month period, the 21-month anniversary of the Closing, (“Last Date”), 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 Shareholders as of the Last Date.


 


(j)       Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business
days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount
specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension
Letter.


 


(k)       Not
disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to
be received by the redeeming Public Shareholders is less than $10.00 per share (plus the amount per share deposited in the Trust
Account pursuant to any Extension Letter).


 


(l)       In
connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person,
disburse the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company)
that have tendered their shares directly to the Trustee.


 


(m)       Promptly
acknowledge and comply with any irrevocable instruction letter delivered in the form of Exhibit E delivered by the Company in connection
with the disbursement of funds to a Public Shareholder.


 


(n)       Promptly
acknowledge, in writing to any redeeming Public Shareholder and the Company, any irrevocable instruction letter in the form of
Exhibit F delivered by such redeeming Public Shareholder after the announcement by the Company of a proposed Business Combination
and promptly comply with any irrevocable written instruction letter in the form of Exhibit F delivered by such Public Shareholder
in connection with the disbursement of funds to such Public Shareholder if the Company has not notified the Trustee in writing
during the Objection Period that such irrevocable written instruction letter is a Non-Compliant Instruction Letter (as defined
below).


 


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.


 


(b)       The
limited distributions referred to in Section 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.


 


(c)       The
Company shall provide Chardan 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.


 


 


 






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(d)       If
applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least
five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend
to extend the Applicable Deadline;


 


(e)       Promptly
following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been
extended;


 


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, Chief Executive Officer
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) 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”); provided, however,
that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the
extent that it is materially prejudiced by such failure. 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 or delayed. The Company may participate in such action
with its own counsel;


 


(c)       Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time.
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 the Company’s initial acquisition, share exchange, share reconstruction and amalgamation, purchase of
all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a
“Business Combination”), or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee
and first year’s 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 shareholders 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 shareholder votes verifying
the vote of the Company’s shareholders 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.


 


(f)       Upon
receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder
with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as
defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document),
or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting
in the Property left in the Trust Account being less than $40,000,000 (or $46,000,000 if the Underwriters’ over-allotment
option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify
to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder
receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such
Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j)
and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement
Notice Date.


 


 


 






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(g)       At
the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry
form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of
redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are
certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee directing
the Trustee to disburse no less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant to any
Extension Letter) to such Public Shareholder.


 


(h)       Following
receipt of a copy of an irrevocable written instruction letter in the form of Exhibit F delivered by a Public Shareholder who has
removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are
held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business
Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination
has been announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be
redeemed is not greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot
confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days
of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such
time period, the “Objection Period”), the Company will notify the applicable Public Shareholder and the Trustee in
writing that such irrevocable written instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee
shall not comply with such letter.


 


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;


 


(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;


 


 


 


 






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(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
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under 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; and


 


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


 


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.


 


 


 






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(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), 1(k), 1(l), 1(m), 1(n), 3(g), 3(h) 7(c) and 7(h) (which may only be amended with the approval of the holders
of at least 50% of the ordinary shares sold in the IPO, provided that all Public Shareholders must be given the right to receive
a pro-rata portion of the trust account (no less than $10.00 per share plus the amount per share deposited in the Trust Account
pursuant to any Extension Letter) in connection with any such amendment), 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 Chardan. 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


1 State Street, 30th Floor


New York, NY 10004


Attn:


 


if to the Company, to:


 


Tottenham Acquisition I Limited


Unit B, 11F


On Hing Building


1-9 On Hing Terrance


Central, Hong Kong Attn: Jason Ma, Chief Executive
Officer


 







in either case with a copy (which copy shall
not constitute notice) to:


 


Chardan Capital Markets, LLC


17 State Street, Suite 1600


New York, NY 10004


Attn: George Kaufman


Facsimile: (646) 465-9039


 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso, Esq.


Fax No.: (212) 407-4990


 


and       


 


Hunter Taubman Fischer & Li LLC


1450 Broadway, 26th Floor


New York, New York 10018


Attn: Louis Taubman, Esq.


Fax No.: (212) 202-6380


 


 


 






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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.


 


(h)       Each
of the Company and the Trustee hereby acknowledge that Chardan is a third party beneficiary of this Agreement and that each Public
Shareholder is a third party beneficiary of Sections 1(i), 1(k), 1(l), 1(m), 1(n), 3(g), 3(h), 7(c) and 7(h).


 


 


 


 


 


 


 


 


 


 






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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:                                                            


Name:


Title:


 


 


 


TOTTENHAM ACQUISITION I LIMITED


 


 


By:                                                            


Name: Jason Ma


Title: Chief Executive Officer


 


 


 


 


 


 


 


 


 






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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	Deduction
    by Trustee from accumulated income following disbursement made to Company under Section 2	$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






 


 


 


 


 


 


 


 


 


 






    	 	9	 



     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: [____]


 


Re:       Trust
Account No. [_____________] - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Tottenham Acquisition I Limited (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2018 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement 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 [ ] to the effect that, on the Consummation Date, all of 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
shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company
and Chardan Capital Markets, LLC with respect to the transfer of the funds held in the Trust Account, which must provide for the
disbursement of no less than $10.00 per share plus the amount per share deposited in the Trust Account per Extension Letter to
redeeming Public Shareholders (“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 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,


 


TOTTENHAM ACQUISITION I LIMITED


 


 


By:________________________________


_______________, Chief Executive Officer


 


 


By:________________________________


____________, Secretary


 


 


 


Acknowledged and Agreed:


 


Chardan Capital Markets, LLC


 


 


By: ____________________


Name:


Title:


 


 


 






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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: [____]


 


Attn: Legal Department


 


Re:       Trust
Account No. [______________] - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Tottenham Acquisition I Limited (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2018 (“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 Memorandum and Articles of Association, 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 [ ] to await distribution to the Public Shareholders. The Company
has selected [____________, 20__] as the record date for the purpose of determining the Public Shareholders 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 Shareholders in accordance with the terms of the Trust Agreement and the
Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust
Account, your obligations under the Trust Agreement shall be terminated.


 


Very truly yours,


 


TOTTENHAM ACQUISITION I LIMITED


 


 


By:________________________________


_________, Chief Executive Officer


 


 


By:________________________________


_________, Secretary


 


 


cc: Chardan Capital Markets LLC


 


 


 






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EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: [____]


 


Re:       Trust
Account No. [___________] 


 


Gentlemen:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between Tottenham Acquisition I Limited (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2018 (“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 for its 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]


 


TOTTENHAM ACQUISITION I LIMITED


 


 


By:________________________________


_________, Chief Executive Officer


 


 


By:________________________________


_________, Secretary


 


 


cc: Chardan Capital Markets, LLC


 


 


 






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EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: [____]


 


Re:       Trust
Account No. [______________] Extension Letter


 


Gentlemen:


 


Pursuant to Section 1(l) of the Investment
Management Trust Agreement between Tottenham Acquisition I Limited (“Company”) and Continental Stock Transfer &
Trust Company, dated as of [*], 2018 (“Trust Agreement”), this is to advise you that the Company is extending the time
available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months, from _______
to _________ (the “Extension”).


 


This Extension Letter shall serve as the
notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to deposit [$400,000] [(or $460,000 if the underwriters’ over-allotment option was exercised
in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


This is the ____ of up to three Extension
Letters.


 


Very truly yours,


 


TOTTENHAM ACQUISITION I LIMITED


 


 


By:________________________________


_________, Chief Executive Officer


 


 


By:________________________________


_________, Secretary


 


 


cc: Chardan Capital Markets, LLC


 


 


 






    	 	14	 



     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: [____]


 


Attn: Legal Department


 


Re:       Trust
Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant to paragraphs 1(o) and 3(g) of
the Investment Management Trust Agreement between Tottenham Acquisition I Limited (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [*], 2018 (“Trust Agreement”), this constitutes our
irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse
a per share amount of $______, which is not less than $10.00 (plus the amount per share deposited in the Trust Account pursuant
to any Extension Letter) per share to ________________ (the “Shareholder”) for the _____________________ ordinary shares
of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and
(ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts to the Depository Trust Company,
the Company, or any person from whom you have not received an irrevocable instruction substantially similar to this one.


 


The Company shall indemnify you
and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against
any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred
by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves
against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which
it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect
to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and
you shall be entitled to rely in this regard on the advice of counsel.


 


The Board of Directors of the Company
has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify
your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set
forth.


 


The Shareholder is intended
to be and is a third party beneficiary of this letter and the irrevocable instructions set forth herein, and no amendment or modification
to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By signing below, the person
executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company and to bind the Company
to all of the terms and conditions contained herein.


 


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blank]


 


 


 






    	 	15	 



     


    

 


Very truly yours,


TOTTENHAM ACQUISITION I LIMITED


By: ___________________________


Name:


Title:


 


 


 





Acknowledged and Agreed:


 


CONTINENTAL STOCK TRANSFER &


TRUST COMPANY,
as Trustee


 


 


_______________________________


Name:


Title:


 


 


Cc: [SHAREHOLDER].


 


 


 


 


 


 


 


 


 






    	 	16	 



     


    

 


EXHIBIT F


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: [____]


 


Attn: Legal Department


 


Re:       Trust Account No. [______________]
- Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant to paragraphs 1(p) and 3(h) of
the Investment Management Trust Agreement between Tottenham Acquisition I Limited (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [*], 2018 (“Trust Agreement”), this constitutes our
irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse
a per share amount of $______, which is not less than $10.00 (plus the amount per share deposited in the Trust Account pursuant
to any Extension Letter) per share to ________________ (the “Shareholder”) for the _____________________ ordinary shares
of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and
(ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts to the Depository Trust Company,
the Company, or any person from whom you have not received an irrevocable instruction substantially similar to this one.


 


The Company shall indemnify you
and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against
any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred
by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves
against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which
it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect
to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and
you shall be entitled to rely in this regard on the advice of counsel.


 


The Board of Directors of the Company
does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying
out the authority and direction herein contained on the terms herein set forth.


 


No amendment or modification to the instructions
set forth herein may be made without the prior written consent of the Shareholder.


 


By signing below, the person executing this letter
certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder to all
of the terms and conditions contained herein.


 


[remainder of page intentionally left
blank]


 


 


 






    	 	17	 



     


    

 


Very truly yours,


 


[SHAREHOLDER]


 


 


By: ___________________________


Name:


Title:


 


 


 


Acknowledged and Agreed:


 


CONTINENTAL STOCK TRANSFER &


TRUST COMPANY,
as Trustee


 


 


 


__________________________________


Name:


Title:


 


 


 


Cc:          Tottenham Acquisition I Limited


 


Unit B, 11F


On Hing Building


1-9 On Hing Terrance


Central, Hong Kong


Attn: Jason Ma, Chief Executive Officer


Fax No.: [____]


 


 


 






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