5,000,000 Units DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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:
WARRANT AGREEMENTWarrant Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of [ ], 2017 is between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Draper Oakwood Technology Acquisition Inc. • August 25th, 2017 • Blank checks • New York
This is to confirm our agreement whereby Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-[_____]) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 24th day of August 2017, by and between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), having its principal place of business at 55 East 3rd Ave., San Mateo, CA 94401, and Draper Oakwood Investments, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 55 East 3rd Ave., San Mateo, CA 94401.
RIGHT AGREEMENTRight Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of [______], 2017 between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, with offices at c/o Draper Oakwood Investments, LLC, 55 East 3rd Ave., San Mateo, CA 94401 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 24th day of August 2017, by and between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), having its principal place of business at 55 East 3rd Ave., San Mateo, CA 94401, and EarlyBirdCapital, Inc., a Delaware corporation (the “Subscriber”), having its principal place of business at 366 Madison Avenue, New York, New York 10017.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This Agreement is made as of [ ], 2017 by and between Draper Oakwood Technology Acquisition, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
April 6, 2017Letter Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • 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 Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each a “Right”), 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 12 hereof.
Draper Oakwood Technology Acquisition, Inc. c/o Draper Oakwood Investments, LLC San Mateo, CA 94401 EarlyBirdCapital, Inc. New York, New York 10017Draper Oakwood Technology Acquisition Inc. • August 25th, 2017 • 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 Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each, a “Right”), 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 13 hereof.
SERVICES AGREEMENTServices Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • California
The SERVICES AGREEMENT (the “Services Agreement”) dated as of [______], 2017 (“Effective Date”), by and between Draper Venture Network, Inc., a Delaware corporation (the "Service Provider"), and Draper Oakwood Technology Acquisition, Inc. (“DOTA”) (each individually referred to herein as a “Party” and collectively as the “Parties”).
