UNDERWRITING AGREEMENT between GRAF GLOBAL CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: [ ], 2024 GRAF GLOBAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks • New York
The undersigned, Graf Global Corp., a Cayman Islands exempted company (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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and Graf Global Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 31st, 2024 • Graf Global Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2024, is by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Global Graf Corp., a Cayman Islands exempted company (the “Company”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024 by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Graf Global Corp. 1790 Hughes Landing Blvd., Suite 400 The Woodlands, TX 77380 United States of AmericaGraf Global Corp. • May 31st, 2024 • Blank checks • New York
Graf Global Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Graf Global Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to subscribe for and purchase 7,187,500 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Graf Global Corp. The Woodlands, Texas 77380 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Graf Global Corp., a Cayman Islands exempted company (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 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). Th
INDEMNITY AGREEMENTIndemnity Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2024, by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and [·] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (the “Purchaser”).
GRAF GLOBAL CORP. The Woodlands, Texas 77380Letter Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Graf Global Corp. (the “Company”) and Graf Global Sponsor LLC (the “Sponsor”), 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 NYSE American LLC (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”):
