UNDERWRITING AGREEMENT between PIVOTAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January [ ], 2019Underwriting Agreement • January 11th, 2019 • Pivotal Acquisition Corp • Blank checks • New York
The undersigned, Pivotal Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2019 • Pivotal Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2019, by and among Pivotal Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • January 11th, 2019 • Pivotal Acquisition Corp • Blank checks • New York
This agreement is made as of [•], 2019 between Pivotal Acquisition Corp., a Delaware corporation, with offices at c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2019 • Pivotal Acquisition Corp • Blank checks • New York
This Agreement is made as of [☐], 2019 by and between Pivotal Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Pivotal Acquisition Corp. c/o Graubard Miller The Chrysler Building New York, New York 10174 Cantor Fitzgerald & Co. New York, New York 10022Underwriting Agreement • January 11th, 2019 • Pivotal Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pivotal Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (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 warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
Re: Forward Purchase ContractPivotal Acquisition Corp • January 11th, 2019 • Blank checks • New York
We are pleased to accept the offer Pivotal Spac Funding LLC (the “Subscriber” or “you”) has made to purchase up to an aggregate of $150,000,000 of securities of Pivotal Acquisition Corp., a Delaware corporation (the “Company”), in connection with the Company’s initial Business Combination (as defined below). The securities to be purchased pursuant hereto are hereinafter collectively referred to as the “Securities.” The Company and the Subscriber’s agreements regarding such Securities are set forth in this agreement (this “Agreement”) and are as follows:
