REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2014 • Harmony Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, 2014, by and among Harmony Merger Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Harmony Merger Corp. New York, New York 10017Underwriting Agreement • October 10th, 2014 • Harmony Merger 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 Harmony Merger 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 common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (“Warrant”) to purchase three-fourths of one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 15 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2014 • Harmony Merger Corp. • Blank checks • New York
This Agreement is made as of ________, 2014 by and between Harmony Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 10th, 2014 • Harmony Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2014 (“Agreement”), by and among HARMONY MERGER CORP., a Delaware corporation (“Company”), ERIC S. ROSENFELD, DKU 2013, LLC, THE K2 PRINCIPAL FUND L.P., POLAR SECURITIES INC., DAVID D. SGRO, GREGORY MONAHAN, THOMAS KOBYLARZ, VICTOR BONILLA, KYRILL ASATUR, JOEL GREENBLATT, JOHN P. SCHAUERMAN, ADAM SEMLER and LEONARD B. SCHLEMM (“Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
