Exhibit 4.5


 


THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER
OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD
OF SIX MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE REPRESENTATIVE (AS DEFINED HEREIN)
OR ITS AFFILIATES OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE
OFFICER OR PARTNER OF A REPRESENTATIVE OR OF ANY SUCH REPRESENTATIVE, UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER
OF: (I) THE CONSUMMATION BY I-AM CAPITAL ACQUISITION COMPANY (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE,
ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR OTHER SIMILAR BUSINESS TRANSACTION (A “BUSINESS TRANSACTION”)
(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)) AND (II) TWELVE MONTHS FOLLOWING THE
EFFECTIVE DATE.  THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M., NEW YORK CITY LOCAL TIME, ON _________, 2022.


 


UNIT PURCHASE OPTION


 


FOR THE PURCHASE OF


 


250,000 UNITS


 


OF


 


I-AM
CAPITAL ACQUISITION COMPANY


 


1.           Purchase
Option.


 


THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of Maxim Partners LLC, as registered owner of this Unit
Purchase Option (the “Holder” and, together with all other holders of any portion of this Unit Purchase Option
as the context herein requires, the “Holders”), to I-AM Capital Acquisition Company, a Delaware corporation
(the “Company”), Holder is entitled, at any time or from time to time during the period commencing (the “Commencement
Date”) on the later of: (i) the consummation of a Business Transaction and (ii) twelve months following the Effective
Date (defined below), and expiring at or before 5:00 p.m., New York City local time ______, 2022 (the “Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Two Hundred Fifty Thousand (250,000) units
(the “Units”) of the Company.  Each Unit consists of (i) one share of Common Stock, $.0001 par
value (“Common Stock”), (ii) one warrant (the “Warrant(s)”) to purchase one share of
Common Stock and (iii) one right to receive one-tenth
(1/10) of one share of Common Stock upon consummation of a Business Transaction (the “Right(s)”) .  The
Warrants expire five years from the effective date (the “Effective Date”) of the registration statement (the
“Registration Statement”) pursuant to which Units are offered for sale to the public (the “Offering”).  Each
Warrant and Right is on the same terms and conditions as the warrants and rights underlying the Units being registered for sale
to the public by way of the Registration Statement.  If the Expiration Date is a day on which banking institutions are
authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance
with the terms herein.  During the period ending on the Expiration Date, the Company agrees not to take any action that
would terminate the Purchase Option.  This Purchase Option is initially exercisable at $11.50 per Unit (the “Exercise
Price”).  The number of Units purchasable hereunder and the Exercise Price are subject to adjustment as provided
in this Purchase Option.


  




     


     


    

 





2.           Exercise.








 


2.1         Exercise.  This
Purchase Option may be exercised by the Holder in whole or in part at any time or in part from time to time on or after the Commencement
Date and before the Expiration Date by: (x) surrendering this Purchase Option to the Company, (y) delivering a subscription
form attached hereto as Annex I (duly executed by the Holder) and (z) making payment of the Exercise Price in cash, certified or
official bank check payable to the order of the Company or wire transfer of immediately available funds (to an account designated
by the Company), in any case in an amount obtained by multiplying (a) the number of Units designated by the Holder in the subscription
form by (b) the Exercise Price then in effect.  In the event of a partial exercise or assignment hereof, the Company
shall issue and deliver to or upon the order of the Holder a new Purchase Option of like tenor, in the name of the Holder or as
the Holder (upon payment by the Holder of applicable transfer taxes) may request, evidencing the right to purchase the aggregate
number of Units for which such Purchase Option may still be exercised.  If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., New York City local time on the Expiration Date, this Purchase Option automatically
shall become and be void, without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2         Legend.  Each
certificate for the Units issued upon exercise of this Purchase Option and each certificate representing the underlying Common
Stock, Warrants and Rights and the Common Stock issuable upon exercise of the underlying Warrants (the “Warrant Shares”)
and the Common Stock underlying the Rights (the “Rights Shares”) shall bear a legend as follows, unless such
Units, Common Stock, Warrants, Rights, Warrant Shares and/or Rights Shares (collectively, the “Securities”)
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH,
IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


2.3         Cashless
Exercise.  In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase
Option is exercisable (and in lieu of being entitled to receive Common Stock, Warrants and Rights) in the manner required by Section
2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase
Option into Units (the “Conversion Right”) as follows: upon exercise of the Conversion Right, the Company shall
deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock,
Warrants and Rights comprising that number of Units equal to the quotient obtained by dividing (x) the Value (as defined below)
of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below) of the portion of the
Purchase Option being converted.  The “Value” of the portion of the Purchase Option being converted
shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying
the portion of this Purchase Option being converted from (b) the Current Market Value (as defined below) of a Unit multiplied by
the number of Units underlying the portion of the Purchase Option being converted.


 


As used herein, the term “Current
Market Value” per Unit at any date shall mean:


 


(a)         in
the event that neither the Units, Warrants nor Rights are still trading, the remainder derived from subtracting (i) the exercise
price of the Warrants multiplied by the number of Warrant Shares issuable upon exercise of the Warrants underlying one Unit from
(ii) (x) the Current Market Price of the Common Stock multiplied by (y) the number of shares of Common Stock underlying one Unit,
which shall include the shares of Common Stock underlying Warrants and Rights included in such Unit;


 


(b)         in
the event the Units are still trading, the Current Market Price of the Units; and


 


(c)         in
the event that the Units are not still trading but the Common Stock, Warrants and Rights underlying the Units are still trading
the sum of (i) the Current Market Price of the Common Stock underlying one Unit multiplied by 1.1, which shall not include
the Warrant Shares underlying the Warrants included in such Unit and (ii) the product of (x) the Current Market Price of the Warrants
and (y) the number of the Warrants included in one Unit.


 




     


     


    

 


As used herein, the term “Current
Market Price” shall mean (i) if the Common Stock (or Units or Warrants or Rights, as the case may be) are listed on a
national securities exchange or quoted on the OTC Bulletin Board (or successor Exchange), the average of the sale price of the
Common Stock (or Units or Warrants or Rights) in the principal trading market for the Common Stock as reported by the exchange
or the OTC Bulletin Board, as the case may be, for the ten trading days ending on the third business day prior to exercise; (ii)
if the Common Stock (or Units or Warrants or Rights, as the case may be) are not listed on a national securities exchange or quoted
on the OTC Bulletin Board (or successor exchange), but are traded in the residual over-the-counter market, the closing bid price
for the Common Stock (or Units or Warrants or Rights) on the last trading day preceding the date in question for which such quotations
are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common
Stock (or Units or Warrants or Rights) cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors
of the Company shall determine, in good faith.


 


2.4         Mechanics
of Cashless Exercise.  The cashless exercise right set forth herein may be exercised by the Holder on any business
day on or after the Commencement Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed
exercise form attached hereto with the cashless exercise section completed to the Company, exercising the cashless exercise right
and specifying the total number of Units the Holder will purchase pursuant to such right.


 


2.5         No
Cash Settlement.  Notwithstanding anything to the contrary contained in this Purchase Option, under no circumstances
will the Company be required to net cash settle the exercise of the Purchase Option or the Warrants or the Rights underlying the
Purchase Option.


 


3.           Transfer.



 


3.1         General
Restrictions.  Holder agrees that, pursuant to the Lock-Up Period (as defined below) of FINRA Rule 5110(g)(1), it
will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this Purchase Option (including the Securities hereunder)
other than to a bona fide officer or partner of the Holder or any selected dealer in connection with the Offering, in each case
in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Option or the Securities hereunder to be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this
Purchase Option or the Securities hereunder, except as provided for in FINRA Rule 5110(g)(2).  As used herein, the term
“Lock-Up Period” means the period beginning on the date hereof and ending on the one hundred eighty day anniversary
of the Effective Date.


 


3.2         Restrictions
Imposed by the Act.  The Securities evidenced by this Purchase Option shall not be transferred unless and until (i)
the Company has received the opinion of counsel for the Holder that the Securities may be transferred pursuant to an exemption
from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable
satisfaction of the Company (the Company hereby agreeing that the opinion of Loeb & Loeb LLP shall be deemed satisfactory evidence
of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement
relating to such Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the
“SEC”) and compliance with applicable state securities law has been established.


 


4.           New
Purchase Options to be Issued.


 


4.1         Partial
Exercise or Transfer.  Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or
assigned in whole or in part. In order to make any permitted assignment or transfer, the Holder must deliver to the Company the
assignment form attached hereto as Annex II duly executed and completed, together with the Purchase Option and payment of all transfer
taxes, if any, payable in connection therewith.  The Company shall within five (5) business days transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units purchasable hereunder or such
portion of such number as shall be contemplated by any such assignment or transfer.


 




     


     


    

 


4.2         Lost
Certificate.  Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and
deliver a new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss,
theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


5.           Registration
Rights.


 


5.1         Demand
Registration.


 


5.1.1           Grant
of Right.  If at any time during a period of five (5) years commencing on the Effective Date when there is not an
effective registration statement covering all of the Registrable Securities (defined below), the Company, upon written demand (a
“Demand Notice”) of the Holder(s) of at least 51% (the “Majority Holders”) of the Underwriters’
Shares (as defined in the Underwriting Agreement (as defined below)), Purchase Options and/or the underlying Units and/or the underlying
Securities, agrees to register, on one occasion, all or any portion of the Underwriters’ Shares, Purchase Option and the
underlying Securities (collectively, the “Registrable Securities”) as requested by the Majority Holders. The
Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable
Securities within sixty (60) days after receipt of a Demand Notice and use its commercially reasonable efforts to have such registration
statement or post-effective amendment declared effective as soon as possible thereafter, subject to compliance with review by the
SEC. The demand for registration may be made at any time beginning on the Commencement Date.  The Company covenants and
agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase
Options and/or the Registrable Securities within ten (10) days from the date of the receipt of any such Demand Notice.


 


5.1.2           Terms.  The
Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal
counsel selected by the Majority Holders to represent them in connection with the registration of the Registrable Securities (such
fees and expenses of legal counsel not to exceed $10,000), but the Holders shall pay any and all underwriting commissions.  The
Company agrees to use its commercially reasonable efforts to qualify or register the Registrable Securities in such States as are
reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the
Registrable Securities in a State in which such registration would cause (i) the Company to be obligated to qualify to do business
in such State, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the
principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company.  The Company
shall cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section 5.1.1
to remain effective for a period of the later of (a) the exercise period of the Warrants or  (b) two (2) years from the
effective date of such registration statement or post-effective amendment; provided, however, the Company shall not be required
to cause such registration statement or post-effective amendment filed pursuant to such demand rights granted under Section 5.1.1
to remain effective for the periods described in this Section 5.1.2 if such (i) Registrable Securities have all been sold, transferred,
disposed of or exchanged in accordance with such registration statement or post-effective amendment and such Registrable Securities
are no longer subject to transfer restrictions; (ii) such Registrable Securities shall have been otherwise transferred, new certificates
for them (if issued in certificated form) not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of them shall not require registration under the Act; or (iii) such Registrable Securities shall
have ceased to be outstanding.


 


5.2         “Piggy-Back”
Registration.


 


5.2.1         Grant
of Right.  If at any time during a period of seven (7) years commencing on the Effective Date when there is not an
effective registration statement covering all of the Registrable Securities, the Company shall determine to prepare and file with
the SEC a registration statement relating to an offering under the Act of any of its securities, other than pursuant to SEC Form
S-4 or S-8 or any equivalent form, the Company, upon the request of any Holder, as described below, shall cause the registration
under the Act of the Registrable Securities as part of any such registration statement filed by the Company; provided, however,
that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion
of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will
exceed the maximum amount of the Company’s securities (the “Maximum Number of Shares”) which can be marketed
(i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting
the entire offering, then the Company shall include in any such registration:


 




     


     


    

 


(i)           If
the registration is undertaken for the Company’s account: (A) first, the Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the Common Stock, if any, including the Registrable Securities,
as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders
that are in effect on the date hereof (pro rata in accordance with the number of shares of Common Stock which each such person
has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to
which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and


 


(ii)           If
the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable
Securities pursuant to written contractual arrangements with such persons, (A) first, the Common Stock for the account of the demanding
persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the Registrable Securities as to which registration has been requested under
this Section 5.2 plus the number of shares as to which registration has been requested pursuant to the Registration Rights Agreement
dated ____________, 2017 between the Company and the persons named therein (pro rata in accordance with the number of shares of
Registrable Securities held by each such holder) (C) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), the Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; and; and (D) fourth, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the Common Stock, if any, as to which registration has been requested pursuant
to written contractual piggy-back registration rights which other shareholders desire to sell that can be sold without exceeding
the Maximum Number of Shares.


 


5.2.2           Terms.  The
Company shall bear all reasonable fees and expenses attendant to registering the Registrable Securities, including the reasonable
expenses of one legal counsel selected by the Majority Holders to represent them in connection with the registration of the Registrable
Securities (such fees and expenses of legal counsel not to exceed $10,000) but the Holders shall pay any and all underwriting commissions
related to the Registrable Securities.  In the event of such a proposed registration, the Company shall furnish the then
Holders of outstanding Registrable Securities with not less than fifteen (15) days’ written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration
statement filed (during the period in which the Purchase Option is exercisable) by the Company until such time as all of the Registrable
Securities have been registered and sold. The holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention
to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback”
rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given
the opportunity to sell all of such securities; provided, however, the Company shall not be required to cause such registration
statement to remain effective for the period described above if such (i) Registrable Securities have all been sold, transferred,
disposed of or exchanged in accordance with such registration statement and such Registrable Securities are no longer subject to
transfer restrictions; (ii) such Registrable Securities shall have been otherwise transferred, new certificates for them (if issued
in certificated form) not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
public distribution of them shall not require registration under the Act; or (iii) such Registrable Securities shall have ceased
to be outstanding.


 


5.2.3           The
Company agrees, at its sole expense, to use its commercially reasonable efforts to qualify or register the Registrable Securities
in such States as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be
required to register the Registrable Securities in a State in which such registration would cause (i) the Company to be obligated
to qualify to do business in such State, or would subject the Company to taxation as a foreign corporation doing business in such
jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company. 


 




     


     


    

 


5.3         General
Terms.


 


5.3.1           Indemnification.  The
Company shall, notwithstanding any termination of this Purchase Option, indemnify and hold harmless each Holder, the officers,
directors, agents, brokers, investment advisors and employees of each of them and each person, if any, who controls such Holders
within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the officers, directors, agents and employees of such controlling person, to the fullest extent permitted
by applicable law, from and against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees
and other expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or threatened, or
any claim whatsoever whether arising out of any action between the underwriter and the Company or between the underwriter and any
third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising out of
or relating to such registration statement filed pursuant to this Section 5 and any prospectus contained in the registration statement
or in any amendment or supplement thereto, except only to the same extent and with the same effect as the provisions pursuant to
which the Company has agreed to indemnify the underwriters contained in Section 5.1of the Underwriting Agreement (the “Underwriting
Agreement”) between the Company and Maxim Group, LLC, (the “Representative”) and the other underwriters
named therein, dated the Effective Date.  Each Holder of the Registrable Securities to be sold pursuant to such registration
statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors
and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act,
the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns,
in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions
contained in Section 5.2 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify the Company.


 


5.3.2           Exercise
of Purchase Options.  Nothing contained in this Purchase Option shall be construed as requiring any Holder to exercise
their Purchase Options or Warrants underlying such Purchase Options prior to or after the filing of any registration statement
or the effectiveness thereof.


 


5.3.3           Documents
Delivered to Holders.  The Company shall furnish to the Representative, as representative of the Holders participating
in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to
the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public
offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort”
letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.  The
Company shall also deliver promptly to the Representative, as representative of the Holders participating in the offering, the
correspondence and memoranda described below and copies of all correspondence between the Commission and the Company, its counsel
or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement
and permit the Representative, as representative of the Holders, to do such investigation, upon reasonable advance notice, with
respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  Such
investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with
its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as the Representative,
as representative of the Holders, shall reasonably request.  The Company shall not be required to disclose any confidential
information or other records to the Representative, as representative of the Holders, or to any other person, until and unless
such persons shall have entered into reasonable confidentiality agreements (in form and substance reasonably satisfactory to the
Company), with the Company with respect thereto.


 




     


     


    

 


5.3.4           Documents
to be Delivered by Holders(s).  Each Holder participating in any of the foregoing offerings shall furnish to the
Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling securityholders.


 


5.3.5           Underwriting
Agreement.  The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected
by any Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall
be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company and
its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants
by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The
Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may,
at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of
such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations
or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended
methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations
for selling shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such
Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement
and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also
furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition
of such securities as shall be reasonably required to effect the registration of the Registrable Securities.


 


5.3.6           Rule
144 Sale.  Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation
pursuant to Sections 5.1 or 5.2 for the registration of Registrable Securities, or portions thereof, held by any Holders (i) where
such Holders would then be entitled to sell under Rule 144 within any three month period (or such other period prescribed under
Rule 144 as may be provided by amendment thereof) all of the Registrable Securities held by such Holders, and (ii) where the number
of Registrable Securities held by such Holders is within the volume limitations under paragraph (e) of Rule 144 (calculated as
if such Holders were an affiliate within the meaning of Rule 144).


 


5.3.7           Supplemental
Prospectus.  Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as
a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, such Holders will immediately discontinue disposition of Registrable Securities pursuant
to the Registration Statement covering such Registrable Securities until such Holders’ receipt of the copies of a supplemental
or amended prospectus, and, if so desired by the Company, such Holders shall deliver to the Company (at the expense of the Company)
or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in
such Holders’ possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


6.           Adjustments.


 


6.1         Adjustments
to Exercise Price and Number of Securities.  The Exercise Price and the number of Units underlying the Purchase Option
shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1           Stock
Dividends – Split-Ups.  If after the date hereof, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in Common Stock or by a split-up of Common Stock or other similar event, then, on the effective date
thereof, the number of shares of Common Stock underlying each of the Units purchasable hereunder shall be increased in proportion
to such increase in outstanding shares of Common Stock.  In such case, the number of shares of Common Stock, and the
exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted
in accordance with the terms of the Warrants and the number of shares of Common Stock underlying the Rights underlying each of
the Units purchasable hereunder shall be adjusted in accordance with the terms of the Rights.  


 




     


     


    

 


6.1.2           Aggregation
of Shares.  If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of Common Stock or other similar event, then, on the effective date thereof, the number of shares
of Common Stock underlying each of the Units purchasable hereunder shall be decreased in proportion to such decrease in outstanding
shares of Common Stock.  In such case, the number of shares of Common Stock, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the
Warrants and the number of shares of Common Stock
underlying the Rights underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the
Rights.


 


6.1.3           Replacement
of Securities upon Reorganization, etc.  In case of any reclassification or reorganization of the outstanding shares
of Common Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares
of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holders of
this Purchase Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holders of the number of shares of Common
Stock of the Company obtainable upon exercise of this Purchase Option, the underlying Warrants and the underlying Rights immediately
prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 6.1.1 or
6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section
6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


6.1.4           Changes
in Form of Purchase Option.  This form of Purchase Option need not be changed because of any change pursuant to this
Section, and the Purchase Options issued after such change may state the same Exercise Price and the same number of Units as are
stated in the Purchase Options initially issued pursuant to this Agreement. The acceptance by any Holders of the issuance of new
Purchase Options reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring
after the Commencement Date or the computation thereof.


 


6.2           Substitute
Purchase Option.  In case of any consolidation of the Company with, or merger of the Company with, or merger of the
Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change
of the outstanding shares of Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to
the Holders a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase
Option, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger,
by a holder of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately
prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall
be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive
consolidations or mergers.


 


6.3           Elimination
of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of Common
Stock (including Common Stock underlying the Rights) or Warrants upon the exercise of the Purchase Option, nor shall it be required
to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up or down to the nearest whole number of Warrants, Common Stock or other securities,
properties or rights, except that the Common Stock underlying the Rights shall not be rounded, but rather shall be dealt with as
set forth in the proxy statement relating to the Business Transaction.


 




     


     


    

 


7.           Reservation
and Listing.  The Company shall at all times reserve and keep available out of its authorized Common Stock, solely
for the purpose of issuance upon exercise of the Purchase Options or the Warrants underlying the Purchase Option, or the Rights
underlying the Purchase Option such number of shares of Common Stock or other securities, properties or rights as shall be issuable
upon the exercise thereof.  The Company covenants and agrees that, upon exercise of the Purchase Options and payment
of the Exercise Price therefor, all Common Stock and other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any shareholder.  The Company further covenants
and agrees that upon exercise of the Warrants underlying the Purchase Options and payment of the respective Warrant exercise price
therefor, all Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any shareholder.  In addition, the Company covenants and agrees that all Common
Stock issuable pursuant to the Rights, upon conversion of such Rights pursuant to its terms, shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Options shall be
outstanding, the Company shall use its commercially reasonable efforts to cause all (i) Units and Common Stock issuable upon exercise
of the Purchase Options, (ii) Warrants issuable upon exercise of the Purchase Options, (iii) Rights issuable upon exercise
of the Purchase Option, and (iv) Common Stock issuable upon exercise of the Warrants included in the Units issuable upon exercise
of the Purchase Option or conversion of the Rights to be listed (subject to official notice of issuance) on all securities exchanges
(or, if applicable on the OTC Bulletin Board or any successor trading market) on which the Units, the Common Stock, the Warrants
or the Rights may then be listed and/or quoted.


 


8.           Certain
Notice Requirements.


 


8.1         Holder’s
Right to Receive Notice.  Nothing herein shall be construed as conferring upon the Holders the right to vote or consent
as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company.  If, however, at any time prior to the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify such record date or
the date of the closing of the transfer books, as the case may be.  Notwithstanding the foregoing, the Company shall
deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner
that such notice is given to the shareholders.


 


8.2         Events
Requiring Notice.  The Company shall be required to give the notice described in this Section 8 upon one or more
of the following events: (i) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend or distribution, or (ii) the Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into, exercisable for or exchangeable for shares of capital stock
of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets
and business or a merger of the Company wherein the separate existence of the Company shall cease shall be proposed.


 


8.3         Notice
of Change in Exercise Price.  The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (a “Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and
accurate by the Company’s Chief Executive Officer and Chief Financial Officer.


 


8.4         Transmittal
of Notices.  All notices, requests, consents and other communications under this Purchase Option shall be in writing
and shall be deemed to have been duly made when hand delivered, mailed by express mail or private courier service, or sent by facsimile
transmission, with confirmation of receipt: (i) If to the registered Holders of the Purchase Option, to the address and/or fax
number of such Holders as shown on the books of the Company, or (ii) if to the Company, to the following address or fax number
or to such other address or and fax number as the Company may designate by notice to the Holders:


 




     


     


    

 


I-AM Capital Acquisition Company


1345 Avenue of the Americas, 2nd Floor


New York, NY 10105


Fax:


Attn: F. Jacob Cherian


 


 9.            Miscellaneous.



 


9.1         Amendments.  The
Company and the Representative may from time to time supplement or amend this Purchase Option without the approval of any of the
Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and the Representative may deem necessary or desirable and that the Company and the Representative deem shall not adversely
affect the interest of the Holders.  All other modifications or amendments shall require the written consent of and be
signed by the party against whom enforcement of the modification or amendment is sought.


 


9.2         Headings.  The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.


 


9.3         Entire
Agreement.  This Purchase Option (together with the other agreements and documents being delivered pursuant to or
in connection with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter
hereof.


 


9.4         Binding
Effect.  This Purchase Option shall inure solely to the benefit of and shall be binding upon, the Holders and the
Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option
or any provisions herein contained.


 


9.5         Governing
Law; Submission to Jurisdiction.  This Purchase Option shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws.  Each of the Company and the Holder
agree that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Option shall be brought
and enforced in the courts of the State of New York located in New York County or of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.  Each of the
Company and the Holder hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall
be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and
the Holders agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all
of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.


 


9.6         Waiver,
Etc.  The failure of the Company or the Holders to at any time enforce any of the provisions of this Purchase Option
shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option
or any provision hereof or the right of the Company or any Holders to thereafter enforce each and every provision of this Purchase
Option. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective
unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or
subsequent breach, non-compliance or non-fulfillment.


 


9.7         Execution.  It
is agreed that deliver of the Company’s signature hereon by facsimile or other electronic method of delivery shall constitute
a valid signature and delivery.


 


9.8         Exchange
Agreement.  As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that,
at any time prior to the complete exercise of this Purchase Option by Holders, if the Company and the Representative, as representative
of the Holder, enter into an agreement (an “Exchange Agreement”) pursuant to which they agree that all outstanding
Purchase Options will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and
become a party to the Exchange Agreement.


 




     


     


    

 


IN WITNESS WHEREOF, the Company has caused this Purchase Option
to be signed by its duly authorized officer as of the ____ day of _____, 2017.


 


	I-AM CAPITAL ACQUISITION COMPANY	 
	 	 	 
	By:	 	 
	 	Name:	 


 




     


     


    

 


Annex I


 


Form to be used to exercise Purchase Option


I-AM Capital Acquisition Company


1345 Avenue of the Americas, 2nd Floor


New York, NY 10105


 


Date:_________________, 201__


 


The undersigned hereby elects irrevocably to exercise all or
a portion of the within Purchase Option and to purchase ____ Units of I-AM CAPITAL ACQUISITION COMPANY and hereby makes payment
of $____________ (at the rate of $_________ per Unit) in payment of the Exercise Price pursuant thereto.  Please issue
the Units as to which this Purchase Option is exercised in accordance with the instructions given below.


 


or


 


The undersigned hereby elects irrevocably to convert its right
to purchase _________ Units purchasable under the within Purchase Option by surrender of the unexercised portion of the attached
Purchase Option (with a “Value” based of $_______ based on a “Market Price” of $_______). Please issue
the securities comprising the Units as to which this Purchase Option is exercised in accordance with the instructions given below.


 


	 	 
	Signature	 
	 	 
	Signature Guaranteed	 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name	 
	 	(Print in Block Letters)
	 	 
	Address	 


 


NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
A REGISTERED NATIONAL SECURITIES EXCHANGE.


 




     


     


    

 


Annex II


 


Form to be used to assign Purchase Option


 


ASSIGNMENT


 


(To be executed by the registered Holders to effect a transfer
of the within Purchase Option):


 


FOR VALUE
RECEIVED,___________________________________________ does hereby sell, assign and transfer unto
______________________________________ the right to purchase __________ Units of I-AM CAPITAL ACQUISITION COMPANY (the
“Company”) evidenced by the within Purchase Option and does hereby authorize the Company to transfer such
right on the books of the Company.


 


Dated:___________________, 20__


 


	 	 
	Signature	 
	 	 
	 	 
	Signature Guaranteed	 


 


NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
A REGISTERED NATIONAL SECURITIES EXCHANGE.