0001104659-26-103334 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2026 • Graf Industrial Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”), Graf Industrial II 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”).
WARRANT AGREEMENTWarrant Agreement • August 28th, 2026 • Graf Industrial Corp. II
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2026, is by and between Graf Industrial Corp. II, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • August 28th, 2026 • Graf Industrial Corp. II • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 28th, 2026 • Graf Industrial Corp. II • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”), and Graf Industrial II Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Graf Industrial Corp. II The Woodlands, TX 77380 United States of AmericaSecurities Subscription Agreement • August 28th, 2026 • Graf Industrial Corp. II • New York
Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Graf Industrial II Sponsor LLC a Delaware limited liability company (“Subscriber” or “you”), to subscribe for and purchase 8,433,333 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 1,100,000 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 28th, 2026 • Graf Industrial Corp. II
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Graf Industrial Corp. II The Woodlands, Texas 77380 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 28th, 2026 • Graf Industrial Corp. II
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 Industrial Corp. II, a Cayman Islands exempted company (the “Company”), and Lucid Capital Markets, LLC, 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 25,300,000 of the Company’s units (including up to 3,300,000 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-third 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
GRAF INDUSTRIAL CORP. II The Woodlands, Texas 77380Administrative Services and Indemnification Agreement • August 28th, 2026 • Graf Industrial Corp. II
This administrative services and indemnification agreement (this “Agreement”) by and between Graf Industrial Corp. II (the “Company”), Graf Industrial II 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: