Note 6 — Commitments and Contingencies

Registration Rights 

The holders of the Founder Shares, Private Shares, Private Warrants, Private Rights, and any shares, warrants and rights that may be issued upon conversion of working capital loans (and any shares issued upon the exercise of such warrants or conversion of such rights) will be entitled to registration rights pursuant to a registration rights agreement executed prior to the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities, except that Cantor, Chardan, and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on July 2, 2018, the effective date of Allegro’s registration statement in connection with Allegro’s initial public offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of an initial Business Combination. Cantor, Chardan, and/or their designees may participate in a “piggy-back” registration only during the seven year period beginning on July 2, 2018. The Company will bear the costs and expenses of filing any such registration statements.

Underwriting Agreement

The Company entered into an agreement with the underwriters of the Initial Public Offering (“Underwriting Agreement”), pursuant to which the Company paid an underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, excluding the over-allotment option, or $2,600,000 in the aggregate, to the underwriters at the closing of the Initial Public Offering, with an additional fee (the “Deferred Underwriting Discount”) of 3.5% of the gross offering proceeds of the Initial Public Offering, excluding the over-allotment option, and 5.5% of the gross proceeds of the over-allotment option, or $5,622,500 in the aggregate. The Underwriting Agreement provided that the Deferred Underwriting Discount would only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company would complete its initial Business Combination. As previously indicated, the Company was unable to consummate its initial Business Combination in the time period prescribed by the Charter and, accordingly, the Company distributed the proceeds held in the Trust Account to public stockholders. As a result, the Deferred Underwriting Discount is no longer owed.

Subscription Agreements 

In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (“Subscription Agreements”) with certain accredited investors (collectively, the “Investors”), pursuant to which the Company will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue an shares of Allegro Common Stock to the Investors at a price of $5.00 per share, for aggregate gross proceeds to the Company of approximately $65 million. The shares of Allegro Common Stock sold in the financing will be converted into shares of SeeQC Common Stock in connection with the Merger. The closing of the Subscription Agreements is conditioned upon, among other things, (i) the substantially concurrent consummation of the Merger and (ii) the accuracy of all representations and warranties of the Company in the Subscription Agreements (subject to certain bring-down standards).

Support Agreements

Concurrently with the execution of the Merger Agreement, SeeQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into an agreement (the “SeeQC Support Agreement”) pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; (ii) in favor of Allegro Warrant Amendment, and (iii) against (x) any proposal or offer from any other person (other than SeeQC or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated by the Merger Agreement). Pursuant to the Allegro Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.