UNDERWRITING AGREEMENT between HARMONY MERGER CORP. and CANTOR FITZGERALD & CO. Dated: March 23, 2015Underwriting Agreement • March 25th, 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 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of March, 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 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
Agreement made as of March 23, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
This Agreement is made as of March 23, 2015 by and between Harmony Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 23, 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”).
