UNDERWRITING AGREEMENT between HARMONY MERGER CORP. and CANTOR FITZGERALD & CO. Dated: March______, 2015Underwriting Agreement • March 13th, 2015 • Harmony Merger Corp. • Blank checks • New York
The undersigned, Harmony Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“CF&CO”) and with the other underwriters named on Schedule I hereto, for which CF&CO is acting as representative (CF&CO, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2015 • Harmony Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, 2015, by and among Harmony Merger Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • March 13th, 2015 • Harmony Merger Corp. • Blank checks • New York
Agreement made as of ___________, 2015 between Harmony Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, NY 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Harmony Merger Corp. New York, New York 10017Harmony Merger Corp. • March 13th, 2015 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Harmony Merger Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) 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 warrant (“Warrant”) to purchase one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 16 hereof.
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
CONFIDENTIALLetter Agreement • March 13th, 2015 • Harmony Merger Corp. • Blank checks
This letter agreement (the “Agreement”) will confirm our understanding of the terms and conditions under which Canaccord Genuity Inc. (“Canaccord Genuity”) will provide Harmony Merger Corp. (together with its subsidiaries and affiliates, the “Company”) with certain financial advisory services in connection with a preliminary review of potential merger and acquisition opportunities, or other services as reasonably requested by the Company and mutually agreeable by Canaccord Genuity. In consideration of such services for a period of up to 18 months starting the date of its initial public offering (the “IPO”), the Company desires to pay Canaccord Genuity a fee for such services of $135,000, which amount shall be payable in cash on the closing date of its IPO.
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 13th, 2015 • Harmony Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2015 (“Agreement”), by and among HARMONY MERGER CORP., a Delaware corporation (“Company”), ERIC S. ROSENFELD, DAVID D. SGRO, GREG MONAHAN, THOMAS KOBYLARZ, JOHN SCHAUERMAN, ADAM SEMLER, LEONARD B. SCHLEMM, JOEL GREENBLATT, JEFF HASTINGS, COVALENT CAPITAL PARTNERS MASTER FUND, L.P., NPIC LIMITED, THE K2 PRINCIPAL FUND L.P., HALCYON MASTER FUND L.P., ROSENFELD CHILDREN’S SUCCESSOR TRUST and DKU 2013 LLC (“Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
