Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of July 27,
2017 by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statements on Form S-1, Nos. 333-219162 and 333-219518 (collectively, the “Registration
Statement”) and prospectus (the “Prospectus”) for
the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), one right to receive one-tenth of one share of Common Stock upon a business combination and one-half
of one warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering
hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”)
with EarlyBirdCapital, Inc. as representative (“EBC” or the “Representative”) of the several
underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described
in the Registration Statement, $270,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $310,500,000 if the Underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders
of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee
(and any interest subsequently earned thereon) is 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.


 


NOW THEREFORE, 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 the Trust Account established
by the Trustee at J.P. Morgan Chase Bank, N.A. 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 written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of
180 days or less, or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company;
the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest
while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn book credits or
other consideration during such periods;


 


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


 




     


    	 



    

 


(e)          Promptly notify the Company of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)           Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(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;


 


(i)           Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the
terms of a letter from the Company (“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, President, Chief Financial Officer, Secretary or Chairman of the board of directors (the “Board”)
or other authorized officer of 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 EarlyBirdCapital, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes,
only as directed in the Termination Letter and the other documents referred to therein, or (y) expiration of such time period
provided for in the Company’s amended and restated certificate of incorporation, as the same may be amended from time to
time (the “Last Date”), if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes,
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account shall be distributed to the Public Stockholders of record as of such date; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the
Trustee begins to liquidate the Property because it has received no such Termination Letter by the Last Date, the Trustee shall
keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;


 


(j)           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 (a “Tax Payment Withdrawal Instruction”),
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company
to cover any income or franchise tax obligation owed by the Company as a result of assets of the Company or interest or other income
earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of
prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that
to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial
officer of the Company setting forth the actual amount payable. The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request;


 


(k)          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 (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares
of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated certificate of incorporation. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said
request; and


 






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(l)           Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j)
or (k) above.


 


2.            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, President,
Chief Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i) and
1(j) hereof, 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 and with reasonable care, 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 Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any 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 interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud 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 Section 2(b),
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 such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)          Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee 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 unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first monthly fee at
the consummation of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to
any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the
Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b)
hereof;


 


(d)          In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e)          Provide EBC with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same; and


 


(f)           Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions that are not permitted under this Agreement.


 






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


 


(a)          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;


 


(b)          Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall
have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)          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;


 


(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 Trustee’s best judgment, except for the Trustee’s gross negligence, fraud 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, which counsel may be the Company’s counsel), 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 the Trustee believes, in good faith and with reasonable
care, 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 accuracy of the information contained in the Registration Statement;


 


(h)          Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company
is as contemplated by the Registration Statement;


 


(i)           File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide
periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;


 


(j)           Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated
by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)          Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) and 1(k) hereof.


 


4.            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 2(b) or Section 2(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.


 






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5.            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, pending which the Trustee shall continue to act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed 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 (90) 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 and its obligations in accordance with
the provisions of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the
Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.            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 confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall 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.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(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.
This Agreement 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 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of a majority of the then outstanding shares of Common Stock; provided that no such amendment will affect
any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder
vote sought to amend this Agreement), 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.


 


(d)          The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York,
State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(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:


 






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if
to the Trustee, to:

         

        Continental Stock Transfer & Trust Company

        One State Street Plaza, 30th Floor

        New York, New York 10004

        Attn: Steven G. Nelson or Sharmin Carter

        Fax No.: (212) 509-5150

         

	
        if to the Company, to:

         

        Pensare Acquisition Corp.

        1720 Peachtree Street

        Suite 629

        Atlanta, GA 30309

        Attn: Darrell J. Mays

         

	
        in each case, with copies to:

         

        Greenberg Traurig, LLP

        MetLife Building

        

        200 Park Avenue

        

        New York, New York 10166

        Attn: Alan I. Annex, Esq.

        Fax No.: (212) 801-9200

         

	
        and

         

        EarlyBirdCapital, Inc.

        One Huntington Quadrangle, Suite 4C18

        Melville, New York 11747

        Attn.: Eileen Moore

         

	
        and

         

        Graubard Miller

        The Chrysler Building

        

        405 Lexington Avenue, 11th Floor

        New York, New York 10174

        Attn: David Alan Miller, Esq.

        Fax No.: (212) 818-8881

        



 


(f)           Each of the Company and the Trustee 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.


 


(g)          Each of the Company and the Trustee hereby acknowledges and agrees that EBC on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(h)          Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any
other person or entity.


 


[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 G. Wolf
	 	 	Name:  Francis G. Wolf
	 	 	Title:    Vice President
	 	 	 
	 	Pensare Acquisition Corp.
	 	 	 
	 	By:	/s/ Darrell J. Mays
	 	 	Name:  Darrell J. Mays
	 	 	Title:    Chief Executive Officer


 





[Signature Page to Investment Management
Trust Agreement]


 











     


    	 



    

  


SCHEDULE A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial
    set-up fee.	 	Initial
    closing of Offering by wire transfer.	 	$	2,000.00	 
	 	 	 	 	 	 	 
	Trustee
    administration fee	 	Payable
    annually.  First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer
    or check.	 	$	10,000.00	 
	 	 	 	 	 	 	 
	Transaction
    processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction
    by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	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	 



 






     


    	 



    

  


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Steven G. Nelson or Sharmin Carter


 


		Re:	Trust Account No.        Termination Letter



 


Sir or Madam:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Pensare Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of _____, 2017 (the “Trust Agreement”), this is to advise
you that the Company has entered into an agreement with ___________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”)
on or about ____________. The Company shall notify you at least forty-eight (48) hours in advance of the actual date of
the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on ___________,
and to transfer the proceeds into the trust checking account at [JP Morgan Chase Bank, N.A.] 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 checking
account at [JP Morgan Chase Bank, N.A.] 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,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”);
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer, which verifies
that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint
written instruction signed by the Company and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust
Account (the “Instruction Letter”). You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the Notification 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 in writing 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, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under 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 Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Pensare Acquisition Corp.
	 	 	 
	 	By:	
	 	 	Name: 
	 	 	Title: 



 


AGREED TO AND ACKNOWLEDGED BY





 


EARLYBIRDCAPITAL, INC.


 


	By:	 	 



 



     


    	 



    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Steven G. Nelson or Sharmin Carter


 


		Re:	Trust Account No.         Termination Letter



 


Sir or Madam:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Pensare Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of _____, 2017 (the “Trust Agreement”), this is to advise
you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein 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 of the assets in the Trust Account on ____________,
20___ and to transfer the total proceeds into the trust checking account at [JP Morgan Chase Bank, N.A.] to await distribution
to the Public Stockholders. The Company has selected [_________]1
as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds.
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s 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 the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the
extent otherwise provided in Section 1(j) of the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	Pensare Acquisition Corp.
	 	 	 
	 	By:	
	 	 	Name: 
	 	 	Title: 




 


cc: EarlyBirdCapital, Inc.


 





 






1 18
months from the closing of the Offering.


 






     


    	 



    

  


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Accounting Department: Sharmin Carter and Celeste Gonzalez


 


		Re:	Trust Account No.         Tax Payment Withdrawal Instruction



 


Ladies:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Pensare Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of _____, 2017 (the “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. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay for the tax obligations as set forth on the attached tax return or tax statement. 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,
	 	 
	 	Pensare Acquisition Corp.
	 	 	 
	 	By:	
	 	 	Name: 
	 	 	Title: 




 


cc: EarlyBirdCapital, Inc.


 






     


    	 



    

  


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Steven G. Nelson or Sharmin Carter


 


		Re:	Trust Account No.         Stockholder Redemption Withdrawal
Instruction



 


Sir or Madam:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between Pensare Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of _____, 2017 (the “Trust Agreement”), the Company hereby
requests that you deliver to the redeeming Public Stockholders of the Company $_______ of the principal and interest income earned
on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


The Company needs such
funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in
connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
that affects the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the
Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and
restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.


 








	 	Very truly yours,
	 	 
	 	Pensare Acquisition Corp.
	 	 	 
	 	By:	
	 	 	Name: 
	 	 	Title: 




 


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