REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 6, 2019, is made and entered into by and among Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), Haymaker Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) Cantor Fitzgerald & Co. (“Cantor”), and Stifel, Nicolaus & Company, Incorporated (“Stifel”); together with 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 • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 6, 2019, is by and between Haymaker Acquisition Corp. II, 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 AGREEMENTInvestment Management Trust Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 6, 2019, by and between Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
June 6, 2019 Haymaker Acquisition Corp. II Floor 10 New York, NY 10019Letter Agreement • June 12th, 2019 • Haymaker 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 Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 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-third 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. The Units will be sold in the Public Offering pursuant to registration statements on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and
UNDERWRITING AGREEMENT between HAYMAKER ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: June 6, 2019Underwriting Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
The undersigned, Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Underwriter”) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 6, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (“Cantor”) and Stifel, Nicolaus & Company, Incorporated, (“Stifel”; collectively, Cantor and Stifel are the “Purchasers”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 6, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”) and Haymaker Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
HAYMAKER ACQUISITION CORP. IIHaymaker Acquisition Corp. II • June 12th, 2019 • Blank checks • New York
This letter agreement by and between Haymaker Acquisition Corp. II (the “Company”) and Haymaker Sponsor II 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”):
