WARRANT AGREEMENTWarrant Agreement • September 18th, 2015 • Capitol Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of _________, 2015 is between Capitol Acquisition Corp. III, a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2015 • Capitol Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__] day of [_____], 2015, by and among Capitol Acquisition Corp. III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Capitol Acquisition Corp. III 35,000,000 Units 1 Underwriting AgreementCapitol Acquisition Corp. III • September 18th, 2015 • Blank checks • New York
Capitol Acquisition Corp. III, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, an aggregate of 35,000,000 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 5,250,000 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 Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 18th, 2015 • Capitol Acquisition Corp. III • Blank checks • New York
This Agreement is made as of [_____], 2015 by and between Capitol Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FOUNDER WARRANTS PURCHASE AGREEMENTFounder Warrants Purchase Agreement • September 18th, 2015 • Capitol Acquisition Corp. III • Blank checks • Delaware
THIS FOUNDER WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”) is entered into by and among Capitol Acquisition Corp. III., a Delaware corporation (the “Company”), Capitol Acquisition Management 3 LLC, a Delaware limited liability company, Capitol Acquisition Founder 3 LLC, a Delaware limited liability company, Piyush Sodha, Richard C. Donaldson and Lawrence Calcano (collectively, the “Purchasers”) and Graubard Miller, as escrow agent (“Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 18th, 2015 • Capitol Acquisition Corp. III • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2015 (“Agreement”), by and among CAPITOL ACQUISITION CORP. III, a Delaware corporation (“Company”), CAPITOL ACQUISITION MANAGEMENT 3 LLC, CAPITOL ACQUISITION FOUNDER 3 LLC, RICHARD C. DONALDSON, PIYUSH SODHA and LAWRENCE CALCANO (collectively the “Sponsors”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
CAPITOL ACQUISITION CORP. IIICapitol Acquisition Corp. III • September 18th, 2015 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Capitol Acquisition Corp. III (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Venturehouse Group, LLC and Dryden Capital Management, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 509 7th Street, N.W., Washington, D.C. 20004 (or any successor location) and 305 West Pennsylvania Avenue, Towson, Maryland 21204 (or any successor location), respectively. In exchange therefore, the Company shall pay Venturehouse Group
Capitol Acquisition Corp. IIIUnderwriting Agreement • September 18th, 2015 • Capitol Acquisition Corp. III • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp. III, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. 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 half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
