Graf Global Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Global Graf Corp., a Cayman Islands exempted company (the “Company”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2024 • Graf Global Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 25, 2024 by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2024, by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and [·] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024 by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 28th, 2024 • Graf Global Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 25, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and Graf Global Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • June 28th, 2024 • Graf Global Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 25, 2024, is by and between Graf Global Corp., a Cayman Islands exempted company (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”).
Graf Global Corp. The Woodlands, Texas 77380 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 28th, 2024 • Graf Global Corp. • 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 Global Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). Th
UNDERWRITING AGREEMENT between GRAF GLOBAL CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: June 25, 2024 GRAF GLOBAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2024 • Graf Global Corp. • Blank checks • New York
The undersigned, Graf Global Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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:
Graf Global Corp. 1790 Hughes Landing Blvd., Suite 400 The Woodlands, TX 77380 United States of AmericaSecurities Subscription Agreement • May 31st, 2024 • Graf Global Corp. • Blank checks • New York
Graf Global Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Graf Global Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to subscribe for and purchase 7,187,500 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2024 • Graf Global Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2024, is made and entered into by and among Global Graf Corp., a Cayman Islands exempted company (the “Company”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”), and Graf Global Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 28th, 2024 • Graf Global Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 25, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Graf Global Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT by and among Graf Global Corp., as SPAC, Halfcourt Holdco, Inc., as Pubco, Halfcourt Merger Sub Inc., as SPAC Merger Sub, Halfcourt Merger Sub LLC, as Company Merger Sub and BIG3 HoldCo LLC, as the Company Dated as of...Business Combination Agreement • June 12th, 2026 • Graf Global Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 12, 2026 by and among (i) Graf Global Corp., a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), “SPAC”), (ii) Halfcourt Holdco, Inc., a Delaware corporation (“Pubco”), (iii) Halfcourt Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (iv) Halfcourt Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with SPAC Merger Sub, the “Merger Subs”, and the Merger Subs collectively with Pubco and the Company (as defined below), the “Company Parties”), and (v) BIG3 HoldCo LLC, a Delaware limited liability company (together with its successors, the “Company”). SPAC, Pubco, SPAC Merger Sub, Company Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among GRAF GLOBAL CORP., BIG3 BASKETBALL HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2026Warrant Assignment, Assumption and Amendment Agreement • June 12th, 2026 • Graf Global Corp. • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [●], 2026 and effective as of the effective time of the SPAC Merger (as defined below), is made by and among Graf Global Corp., a Cayman Islands exempted company which, on the day prior to the SPAC Merger, transferred by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to the Companies Act (as Revised) of the Cayman Islands (the “SPAC”), Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of June 25, 2024, by and between the SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the
BIG3 BASKETBALL to Go Public Through Business Combination with Graf Global Corp.Business Combination Agreement • June 12th, 2026 • Graf Global Corp. • Blank checks
· Ninth season of BIG3 professional 3-on-3 Basketball Tips Off at the Intuit Dome in Los Angeles on June 20, 2026; CBS continues broadcast relationship with encore games on BET
LOCK-UP AGREEMENTLock-Up Agreement • June 12th, 2026 • Graf Global Corp. • Blank checks
This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc. “Pubco”), the shareholders of Pubco listed on the signature pages hereto under the heading “Lock-up Securityholders,” each officer and director of Pubco, the Company (as defined below) and SPAC (as defined below) who hold Pubco Common Stock and/or Pubco Warrants (each as defined below) as of the Closing Date, and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto in order to become a “Lock-up Securityholder” for purposes of this Agreement (collectively, the “Lock-up Securityholders,” and each individually, a “Lock-up Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 12th, 2026 • Graf Global Corp. • Blank checks • New York
This Sponsor Support Agreement (this “Agreement”) is dated as of June 12, 2026, by and among Graf Global Corp., a Cayman Islands exempted company (“SPAC”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Halfcourt Holdco, Inc., a Delaware corporation (“Pubco”), and BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), and the other parties set forth on the signature pages hereto or which execute a joinder to this Agreement (such parties, together with Sponsor, the “Insiders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
GRAF GLOBAL CORP. The Woodlands, Texas 77380Administrative Services Agreement • June 28th, 2024 • Graf Global Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Graf Global Corp. (the “Company”), Graf Global Sponsor LLC (the “Sponsor”) and G-SPAC Management LLC, an affiliate of the Sponsor (“G-SPAC”), 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 NYSE American LLC (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”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2026 • Graf Global Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor listed on the signature pages hereto (the “Sponsor Members”), Cantor Fitzgerald & Co. (the “IPO Underwriter”), the directors and officers of SPAC listed on the signature pages hereto (the “SPAC Holders”), and certain members of BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), listed on the signature pages hereto (such members, the “Company Holders” and, together with the Sponsor, the Sponsor Members, the SPAC Holders, the IPO Underwriter 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”). Capitalized terms used and not otherwise defined he
GRAF GLOBAL CORP. The Woodlands, Texas 77380Administrative Services Agreement • June 20th, 2024 • Graf Global Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Graf Global Corp. (the “Company”) and Graf Global Sponsor 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 NYSE American LLC (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”):
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 26th, 2026 • Graf Global Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of , 2026 by and among Graf Global Corp., a Cayman Islands exempted company (the “Company”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned investors, severally and not jointly (each, severally, an “Investor”).
SPONSOR INDEMNIFICATION AGREEMENTSponsor Indemnification Agreement • June 12th, 2026 • Graf Global Corp. • Blank checks
This Sponsor Indemnification Agreement (this “Agreement”) is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware Corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), and Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement, dated as of June 12, 2026, entered into by and among Graf Global Corp., a Cayman Islands exempted company (the “SPAC”), Pubco, Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Pubco, Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco, and the Company (the “Business Combination Agreement”).