INDEMNITY AGREEMENTIndemnification Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2022, by and between Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2022, is by and between Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______ __, 2022, by and between Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between GRANDVIEW CAPITAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: __________, 2022 GRANDVIEW CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
The undersigned, Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
GRANDVIEW CAPITAL ACQUISITION CORP. 7th Floor New York, NY 10177Securities Subscription Agreement • August 20th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 19, 2021 by and between Grandview Capital Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,500,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 975,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____ __, 2022, is made and entered into by and among Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), Grandview Capital Acquisition LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Cantor, Anchor Investors, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the ___ day of ______, 2022, by and between Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 250 Park Avenue, 7th floor,, New York, New York 10177, and Grandview Capital Acquisition LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 250 Park Avenue, 7th floor,, New York, New York 10177.
WARRANT AGREEMENT GRANDVIEW CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated ____ [●], 2021Warrant Agreement • August 20th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated ____ [●], 2021, is by and between Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Grandview Capital Acquisition Corp. New York, New York 10177Underwriting Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursua
INVESTMENT AGREEMENTInvestment Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Grandview Capital Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Grandview Capital Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the purchaser signatory (or signatories) hereto (each, an “Investor”). For the avoidance of doubt, the rights and obligations of each Investor under this Agreement shall be several, and not joint.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the ___ day of _______, 2022, by and between Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
GRANDVIEW CAPITAL ACQUISITION CORP.Administrative Support Agreement • December 30th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York
This letter agreement, by and between Grandview Capital Acquisition Corp. (the “Company”) and Grandview Capital Partners LLC (“GCP”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
