22,500,000 Units GRAF INDUSTRIAL corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
Graf Industrial Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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:
WARRANT AGREEMENTWarrant Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 15, 2018, is by and between Graf Industrial 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”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 15, 2018 by and between Graf Industrial Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Graf Industrial Corp. Houston, Texas 77070 EarlyBirdCapital, Inc. New York, New York 10017Letter Agreement • October 18th, 2018 • Graf Industrial 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 Graf Industrial Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., 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 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 redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $11.50 per share, provided that if the Company has not consummated a Business Combination (as defined below) within 15 months from
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made and entered into by and among Graf Industrial Corp., a Delaware corporation (the “Company”), Graf Acquisition 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”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 October 15, 2018Graf Industrial Corp. • October 18th, 2018 • Blank checks • New York
This is to confirm our agreement whereby Graf Industrial Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (“EBC”) and Oppenheimer & Co. Inc. (“Oppenheimer” and together with EBC, the “Advisors”) to serve as the Company’s advisors in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-227396) filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
GRAF INDUSTRIAL CORP. Houston, Texas 77070Letter Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Graf Industrial Corp. (the “Company”) and PSI Capital Inc. (“PSI”), 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”):
