0001144204-17-039573 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2017 • Industrea Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 26, 2017, is made and entered into by and between Industrea Acquisition Corp., a Delaware corporation (the “Company”), Industrea Alexandria LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned individuals (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”).

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WARRANT AGREEMENT
Warrant Agreement • August 1st, 2017 • Industrea Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 26, 2017, is by and between Industrea 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 AGREEMENT
Investment Management Trust Agreement • August 1st, 2017 • Industrea Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 26, 2017, by and between Industrea Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

20,000,000 Units1 Industrea Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • August 1st, 2017 • Industrea Acquisition Corp. • Blank checks • New York
Industrea Acquisition Corp. New York, NY 10036
Letter Agreement • August 1st, 2017 • Industrea 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 among Industrea Acquisition Corp., a Delaware corporation (the “Company”), and FBR Capital Markets & Co. and B. Riley & Co., LLC 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 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each 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 pursuant to a

Industrea Acquisition Corp. New York, NY 10036
Letter Agreement • August 1st, 2017 • Industrea 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 among Industrea Acquisition Corp., a Delaware corporation (the “Company”), and FBR Capital Markets & Co. and B. Riley & Co., LLC 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 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each 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 pursuant to a

INDUSTREA ACQUISITION CORP.
Industrea Acquisition Corp. • August 1st, 2017 • Blank checks • New York

This letter agreement by and between Industrea Acquisition Corp. (the “Company”) and Industrea Alexandrea LLC (“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 NASDAQ Capital 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”):

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