WARRANT AGREEMENT LEVY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [____], 2013Warrant Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_____], 2013, is by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2013, is made and entered into by and among Levy Acquisition Corp., a Delaware corporation (the “Company”), Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2013, by and between LEVY ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 5, 2013 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of August 5, 2013, is made and entered into by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Levy Acquisition Sponsor, LLC, a Delaware limited liability company (“Buyer”).
Levy Acquisition Corp. Chicago, IL 60611Letter Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company sha
Levy Acquisition Corp. Chicago, IL 60611Letter Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company sha
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of [_____], 2013 (the “Agreement”) by and among Levy Acquisition Corp., a Delaware corporation (the “Company”), Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Craig J. Duchossois, Marc Simon, Howard Bernick and [___] (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [____], 2013 by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks
This Securities Assignment Agreement is dated as of October [_], 2013 (this “Assignment”), by and among Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • October 7th, 2013 • Levy Acquisition Corp • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [______], 2013 by and among Levy Acquisition Corp., a Delaware corporation (the “Company”), Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and Levy Family Partners, LLC, [a Delaware] limited liability company (“Levy Family Partners”), in connection with the Company’s proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the “Shares”) and warrants to purchase Shares, pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
LEVY ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE- HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKLevy Acquisition Corp • October 7th, 2013 • Blank checks
Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Levy Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”).
LEVY ACQUISITION CORP. October 4, 2013Levy Acquisition Corp • October 7th, 2013 • Blank checks • Illinois
