Pivotal Acquisition Corp Sample Contracts

Pivotal Acquisition Corp – January 31, 2019 Re: Forward Purchase Contract Ladies and Gentlemen: (February 1st, 2019)

We are pleased to accept the offer Pivotal Spac Funding LLC (the “Subscriber” or “you”) has made to purchase up to an aggregate of $150,000,000 of securities of Pivotal Acquisition Corp., a Delaware corporation (the “Company”), in connection with the Company’s initial Business Combination (as defined below). The securities to be purchased pursuant hereto are hereinafter collectively referred to as the “Securities.” The Company and the Subscriber’s agreements regarding such Securities are set forth in this agreement (this “Agreement”) and are as follows:

Pivotal Acquisition Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PIVOTAL ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law (February 1st, 2019)

Pivotal Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:

Pivotal Acquisition Corp – UNDERWRITING AGREEMENT between PIVOTAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January 31, 2019 (February 1st, 2019)
Pivotal Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT (February 1st, 2019)

This Agreement is made as of January 31, 2019 by and between Pivotal Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

Pivotal Acquisition Corp – WARRANT AGREEMENT (February 1st, 2019)

This agreement is made as of January 31, 2019 between Pivotal Acquisition Corp., a Delaware corporation, with offices at c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).

Pivotal Acquisition Corp – REGISTRATION RIGHTS AGREEMENT (February 1st, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 31st day of January, 2019, by and among Pivotal Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

Pivotal Acquisition Corp – Pivotal Acquisition Corp. c/o Graubard Miller The Chrysler Building (January 11th, 2019)
Pivotal Acquisition Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PIVOTAL ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law (January 11th, 2019)

Pivotal Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:

Pivotal Acquisition Corp – Re: Forward Purchase Contract (January 11th, 2019)

We are pleased to accept the offer Pivotal Spac Funding LLC (the “Subscriber” or “you”) has made to purchase up to an aggregate of $150,000,000 of securities of Pivotal Acquisition Corp., a Delaware corporation (the “Company”), in connection with the Company’s initial Business Combination (as defined below). The securities to be purchased pursuant hereto are hereinafter collectively referred to as the “Securities.” The Company and the Subscriber’s agreements regarding such Securities are set forth in this agreement (this “Agreement”) and are as follows:

Pivotal Acquisition Corp – UNDERWRITING AGREEMENT between PIVOTAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January [ ], 2019 (January 11th, 2019)
Pivotal Acquisition Corp – Pivotal Acquisition Corp. c/o Graubard Miller The Chrysler Building (January 11th, 2019)
Pivotal Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT (January 11th, 2019)

This Agreement is made as of [☐], 2019 by and between Pivotal Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

Pivotal Acquisition Corp – WARRANT AGREEMENT (January 11th, 2019)

This agreement is made as of [•], 2019 between Pivotal Acquisition Corp., a Delaware corporation, with offices at c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).

Pivotal Acquisition Corp – REGISTRATION RIGHTS AGREEMENT (January 11th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the      day of                 , 2019, by and among Pivotal Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

Pivotal Acquisition Corp – NUMBER _________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS (January 11th, 2019)

THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Pivotal Acquisition Corp., a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one fully paid and non-assessable share of Class A common stock, par value $0.0001 per share (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a)                     , 2020 and (b) 30 days after the Company’s completion of an initial Business Combination, such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant C

Pivotal Acquisition Corp – PROMISSORY NOTE (December 26th, 2018)

Pivotal Acquistion Corp. (“Maker”) promises to pay to the order of Pivotal SPAC Funding LLC or its successors or assigns (“Payee”) the principal sum of One Hundred Twenty Five Thousand Dollars and No Cents ($125,000) in lawful money of the United States of America, on the terms and conditions described below.

Pivotal Acquisition Corp – PIVOTAL ACQUISITION CORP. CODE OF ETHICS (December 26th, 2018)
Pivotal Acquisition Corp – CERTIFICATE OF INCORPORATION OF PIVOTAL ACQUISITION CORP. Pursuant to Section 102 of the Delaware General Corporation Law (December 26th, 2018)

I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), do hereby certify as follows:

Pivotal Acquisition Corp – BY LAWS OF PIVOTAL ACQUISITION CORP. (December 26th, 2018)
Pivotal Acquisition Corp – PROMISSORY NOTE (November 5th, 2018)

Pivotal Acquistion Corp. (“Maker”) promises to pay to the order of Pivotal SPAC Funding LLC or its successors or assigns (“Payee”) the principal sum of One Hundred Twenty Five Thousand Dollars and No Cents ($125,000) in lawful money of the United States of America, on the terms and conditions described below.