REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • Graf Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Graf Acquisition Corp. II, a Delaware corporation (the “Company”), Graf Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
WARRANT AGREEMENTWarrant Agreement • April 8th, 2021 • Graf Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Graf Acquisition Corp. II, a Delaware corporation (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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 8th, 2021 • Graf Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Graf Acquisition Corp. II, a Delaware corporation (the “Company”), and Graf Acquisition Partners LLC, a Delaware limited liability company (the “Purchaser”).
Graf Acquisition Corp. II The Woodlands, Texas 77380Underwriting Agreement • April 8th, 2021 • Graf Acquisition Corp. II • 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 Acquisition Corp. II, a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth 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 as described in the Prospectus (as defin
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 8th, 2021 • Graf Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Graf Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • April 8th, 2021 • Graf Acquisition Corp. II • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Graf Acquisition Corp. II, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
GRAF ACQUISITION CORP. II 22,500,000 Units Underwriting AgreementUnderwriting Agreement • April 8th, 2021 • Graf Acquisition Corp. II • Blank checks • New York
Graf Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 22,500,000 units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional 3,375,000 units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
GRAF ACQUISITION CORP. II The Woodlands, Texas 77380Administrative Services Agreement • April 8th, 2021 • Graf Acquisition Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among Graf Acquisition Corp. II (the “Company”) and G-SPAC Management 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 New York Stock Exchange (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”):
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • April 8th, 2021 • Graf Acquisition Corp. II • Blank checks
This Securities Assignment Agreement is entered into as of February 12, 2021 (this “Assignment”) by and between Graf Acquisition LLC, a Delaware limited liability company (the “Seller”), and the party listed as Buyer on the signature page hereto (the “Buyer”).
