THIS WARRANT AGREEMENT (this Agreement), dated as of [ ], 2019, is by and between Haymaker Acquisition Corp. II, 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).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock) and one-third of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 10,000,000 warrants (or up to 11,500,000 warrants if the Over-allotment Option is exercised in full) to public investors in the Offering (the Public Warrants); and
WHEREAS, on [ ], 2019, the Company entered into that certain Private Placement Warrants Purchase Agreement with Haymaker Sponsor II LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor has agreed to purchase an aggregate 4,933,333 warrants (regardless of whether the Over-allotment Option (as defined below) in connection with the Companys Offering is exercised in full) simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the Sponsor Private Placement Warrants) at a purchase price of $1.50 per Sponsor Private Placement Warrant; and
WHEREAS, on [ ], 2019, the Company entered into that certain Private Placement Warrants Purchase Agreement with Cantor Fitzgerald & Co., the underwriter of the Offering (Cantor), and Stifel, Nicolaus & Company, Incorporated, the Companys advisor (Stifel), pursuant to which Cantor and Stifel have agreed to purchase 333,333 and 66,667 warrants, respectively (regardless of whether the Over-allotment Option (as defined below) in connection with the Companys Offering is exercised in full), simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the Cantor and Stifel Private Placement Warrants, collectively with the Sponsor Private Placement Warrants, the Private Placement Warrants) at a purchase price of $1.50 per Cantor and Stifel Private Placement Warrant; and
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys executive officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants at a price of $1.00 per warrant (the Working Capital Warrants); and
WHEREAS, following consummation of the Offering, the Company may issue additional warrants (Post- IPO Warrants; together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination (defined below); and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-231617 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Common Stock included in the Units; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and