WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_____], 2021 (this Agreement), is entered into by and between Haymaker Acquisition Corp. III, a Delaware corporation (the Company), and Haymaker Sponsor III LLC, a Delaware limited liability company (the Purchaser).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one share of the Companys Class A common stock, par value $0.0001 per share (a Share), and one-fourth of one redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Companys registration statement on Form S-1 related to the Public Offering (the Registration Statement); and
WHEREAS, the Purchaser now wishes to purchase an aggregate of 5,333,333 warrants (or 5,933,333 warrants if the underwriters over-allotment option is exercised in full) (the Warrants), each Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Warrants.
A. Authorization of the Warrants. The Company has duly authorized the issuance and sale of the Warrants to the Purchaser.
B. Purchase and Sale of the Warrants.
(i) As payment in full for the 5,333,333 Warrants being purchased under this Agreement, the Purchaser shall pay $8,000,000 (the Purchase Price), by wire transfer of immediately available funds in accordance with the Companys wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.
(ii) In the event that the underwriters over-allotment option is exercised in full, the Purchaser shall purchase up to an additional 600,000 Warrants (the Additional Warrants), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, or on such other date as the Company and the Purchaser may agree, the Purchaser shall pay $1.50 per Additional Warrant, up to an aggregate amount of $900,000, by wire transfer of immediately available funds in accordance with the Companys wiring instructions.
(iii) The closing of the purchase and sale of the Warrants shall take place simultaneously with the closing of the Public Offering (the Initial Closing Date). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the Closing Dates and each, a Closing Date). The closing of the purchase and sale of each of the Warrants and the Additional Warrants shall take place at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105, or such other place as may be agreed upon by the parties hereto.