5,000,000 Units DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 14th day of September, 2017, by and between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 September 14, 2017Advisory Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • 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. 333-220180) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of September 14, 2017 is between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
RIGHT AGREEMENTRight Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of September 14, 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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September 14, 2017 (“Agreement”), by and among DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC., a Delaware corporation (“Company”), DRAPER OAKWOOD INVESTMENTS, LLC, a Delaware limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
September 14, 2017Underwriting Agreement • September 20th, 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.
September 14, 2017Underwriting Agreement • September 20th, 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 13 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This Agreement is made as of September 14, 2017 by and between Draper Oakwood Technology Acquisition, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. c/o Draper Oakwood Investments, LLCOffice Space and Administrative Support Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • 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 Draper Oakwood Technology Acquisition, Inc. (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”), Draper Oakwood Investments, 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 55 East 3rd Ave., San Mateo, CA 94401 (or any successor location). In exchange therefor, the Company shall pay Draper Oakwood Investments, LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination
