Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of [●], 2015 by and between Pacific Special Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-206435 (“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,
EarlyBirdCapital, Inc. (“EBC”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS,
simultaneously with the IPO, Zhengqi International Holding Limited (the “Sponsor”) and EBC, and or their respective
designees (collectively, the “Private Purchasers”) will be purchasing an aggregate of 377,500 units (“Initial
Private Units”) from the Company for an aggregate purchase price of $3,775,000; and 


 


WHEREAS,
in the event EBC exercises its over-allotment option in full or in part, the Private Purchasers will purchase up to an aggregate
of an additional 39,375 units (“Over-Allotment Private Units,” together with the Initial Private Units, the “Private
Units”) for an aggregate purchase price of up to $393,750; and


  


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles
of Association, $51,000,000 of the net proceeds of the IPO and sale of the Private Units ($58,650,000 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 ordinary shares, no par value per share (“Ordinary Shares”),
issued in the IPO as hereinafter provided (the amounts to be delivered to the Trustee 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, NA 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 EBC 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 EBC, 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 last date set forth in the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time (the “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.


 


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)     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 D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements;
provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account
unless there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations
on such interest income or otherwise then due at that time.


 


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


 


(d)     The
Company shall provide EBC 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), 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;


 






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(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;


 


(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 (the
“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.


 


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; and


 


(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
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.


 


(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.


 






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(b)     This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, applicable to
contracts wholly performed within the borders of such states and 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. The
Company hereby appoints, without power of revocation, Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York,
New York 10105, Fax No.: (212) 370-7889, Attn: Stuart Neuhauser, Esq., as their respective agent to accept and acknowledge on
its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way
relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain
such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.


 


(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), 2(a), 2(b) and 2(c) (which may not be modified, amended or deleted without the affirmative vote of at least
65% of the then outstanding Ordinary Shares attending and voting on such amendment at the relevant meeting ; provided that no
such amendment will affect any Public Shareholder who has otherwise indicated his election to redeem his Ordinary Shares in connection
with a shareholder vote sought to amend this Agreement to extend to the time he would be entitled to a return of his pro rata
amount in the Trust Account), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) 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 EBC. 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 and Frank Di Paolo


Fax
No.: (212) 509-5150


 


if
to the Company, to:


 


Pacific
Special Acquisition Corp.


40
Wall Street, 28th Floor


New
York, New York 10005


Attn:
Zhouhong Peng, Chief Executive Officer


And
Chief Financial Officer


Fax
No.: [●]


 






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in
either case with a copy to:


 


EarlyBirdCapital,
Inc.


275
Madison Avenue, 27th Floor


New
York, New York 10016


Attn:
Steven Levine, Chief Executive Officer


Fax
No.: (212) 661-4936


 


(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 EBC 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:	 
	 	 	Name:
    
	 	 	Title
    : 
	 	 	 
	 	PACIFIC
    SPECIAL ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title
    :


 









    	 	7	 



    

    

 


SCHEDULE
A


 





	Fee
    Item	 	Time
    and method of payment	 	Amount
	Initial
    acceptance fee	 	Initial
    closing of IPO by wire transfer	 	$1,500
	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





  












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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 and Frank Di Paolo


 


	 	Re:	Trust
    Account No. - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Pacific Special Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2015 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement (“Business 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 JP Morgan Chase Bank 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 it and EarlyBirdCapital, Inc. 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 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.


 


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,
	 	 	 	 
	 	 	 	PACIFIC
    SPECIAL ACQUISITION CORP.
	 	 	 	 	 
	 	 	 	By:	
	 	 	 	 	Zhouhong
                                         Peng, Chief Executive Officer

        and
        Chief Financial Officer

	 	 	 	 	 
	 	And
     	 	 	 
	 	AGREED
    TO AND	 	 	 
	 	ACKNOWLEDGED
    BY	 	 	 
	 	 	 	 	 
	 	EARLYBIRDCAPITAL,
    INC.	 	 	 
	 	 	 	 	 
	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 and Frank Di Paolo


 


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


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Pacific Special Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2015 (“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 JP Morgan Chase Bank, NA 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,
	 	 	 
	 	PACIFIC SPECIAL ACQUISITION CORP.
	 	 	 
	 	By:
    	
	 	 	Zhouhong
    Peng, Chief Executive Officer and Chief Financial Officer


 


cc:
 EarlyBirdCapital, Inc.








 






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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: Steven
Nelson and Frank Di Paol


 


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


 


Gentlemen:


 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Pacific Special Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•] (“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]
	 	 	 
	 	PACIFIC SPECIAL ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Zhouhong
    Peng, Chief Executive Officer and 

Chief Financial Officer
	 	 	 
	cc:
    EarlyBirdCapital, Inc.


 









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EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


&
Trust Company


17
Battery Place


New
York, New York 10004


Attn: Steven
Nelson and Frank Di Paolo


 


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


 


Gentlemen:


 


Pursuant
to paragraph 2(b) of the Investment Management Trust Agreement between Pacific Special Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2015 (“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 cover its expenses relating to investigating and selecting a target business and other
working capital requirements. 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]	 	 
	 	 	 
	 	Very truly yours,
	 	 	 
	 	PACIFIC SPECIAL ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Zhouhong
    Peng, Chief Executive Officer and

 Chief Financial Officer


 


cc:
EarlyBirdCapital, Inc.


 


 


12