Haymaker Acquisition Corp. III 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
Haymarker Acquisition Corp. III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreemen
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), Haymaker Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2021 by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 22nd, 2021 • Haymaker Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
HAYMAKER ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [_____], 2021Warrant Agreement • February 22nd, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_____], 2021 is by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • February 22nd, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_____], 2021 (this “Agreement”), is entered into by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and Haymaker Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
Haymaker Acquisition Corp. III New York, NY 10022 (212) 616-9600Haymaker Acquisition Corp. III • February 22nd, 2021 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 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-fourth 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 a registration statement on Form S-1 and prospectus (the “Pr
HAYMAKER ACQUISITION CORP. IIIHaymaker Acquisition Corp. III • February 22nd, 2021 • Blank checks • New York
This letter agreement by and between Haymaker Acquisition Corp. III (the “Company”) and Mistral Capital Management LLC (“Mistral”), 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”):
