UNDERWRITING AGREEMENT between HARMONY MERGER CORP. and CANTOR FITZGERALD & CO. Dated: __________, 2014Underwriting Agreement • November 26th, 2014 • 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:
WARRANT AGREEMENTWarrant Agreement • November 26th, 2014 • Harmony Merger Corp. • Blank checks • New York
Agreement made as of ___________, 2014 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. • November 26th, 2014 • 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 three-fourths of one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 15 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 26th, 2014 • Harmony Merger Corp. • Blank checks • New York
This Agreement is made as of ________, 2014 by and between Harmony Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
HARMONY MERGER CORP.Harmony Merger Corp • November 26th, 2014 • Harmony Merger Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Harmony Merger Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Crescendo Advisors II, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 777 Third Avenue, 37th Floor, New York, New York 10017 (or any successor location). In exchange therefore, the Company shall pay Crescendo Advisors II, LLC the sum of $12,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescend
