INDEMNITY AGREEMENTIndemnity Agreement • May 5th, 2021 • Graf Acquisition Corp. III • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Graf Acquisition Corp. III, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2021 • Graf Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Graf Acquisition Corp. III, a Delaware corporation (the “Company”), Graf Acquisition Partners III LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • May 5th, 2021 • Graf Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Graf Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 5th, 2021 • Graf Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Graf Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
The Woodlands, TX 77380Graf Acquisition Corp. III • April 12th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 29, 2021 by and between Graf Acquisition Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Graf Acquisition Corp. III, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 5th, 2021 • Graf Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Graf Acquisition Corp. III, a Delaware corporation (the “Company”), and Graf Acquisition Partners III LLC, a Delaware limited liability company (the “Purchaser”).
Graf Acquisition Corp. III The Woodlands, Texas 77380Letter Agreement • May 5th, 2021 • Graf Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Graf Acquisition Corp. III, a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,000,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defi
GRAF ACQUISITION CORP. III 22,500,000 Units Underwriting AgreementGraf Acquisition Corp. III • May 5th, 2021 • Blank checks • New York
Graf Acquisition Corp. III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 30,000,000 units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
GRAF ACQUISITION CORP. III The Woodlands, Texas 77380Letter Agreement • May 5th, 2021 • Graf Acquisition Corp. III • Blank checks • New York
This letter agreement (this “Agreement”) by and among Graf Acquisition Corp. III (the “Company”) and G-SPAC Management LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
