TAC Acquisition Corp. Sample Contracts

FORM OF STOCK TRANSFER AGENCY AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE BANK OF NEW YORK AND THE REGISTRANT]
Stock Transfer Agency Agreement • June 2nd, 2005 • TAC Acquisition Corp. • Blank checks • New York

AGREEMENT, made as of , by and between TAC ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

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FORM OF WARRANT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE BANK OF NEW YORK AND THE REGISTRANT] WARRANT AGREEMENT COMMON STOCK WARRANT AGREEMENT dated as of , 2005 between TAC ACQUISITION CORP. and THE BANK OF NEW YORK, as Warrant Agent Common...
Common Stock Warrant Agreement • June 2nd, 2005 • TAC Acquisition Corp. • Blank checks • New York

COMMON STOCK WARRANT AGREEMENT, dated as of , 2005 (as modified, amended or supplemented, this “Agreement”), between TAC ACQUISITION CORP., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York trust company, as Warrant Agent (the “Warrant Agent”).

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FORM OF UNDERWRITING AGREEMENT] TAC ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • June 2nd, 2005 • TAC Acquisition Corp. • Blank checks • New York

The undersigned, TAC Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Wedbush Morgan Securities Inc. (being referred to herein variously as “you,” “Wedbush” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Wedbush is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS]
Letter Agreement • May 17th, 2005 • TAC Acquisition Corp. • 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 TAC Acquisition Corp., a Delaware corporation (the “Company”), and Wedbush Morgan Securities Inc., 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 two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.

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FORM OF TRUST ACCOUNT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE BANK OF NEW YORK AND THE REGISTRANT] TRUST ACCOUNT AGREEMENT
Trust Account Agreement • June 2nd, 2005 • TAC Acquisition Corp. • Blank checks • New York

This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of June , 2005 by and between TAC ACQUISITION CORP., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as account agent (the “Account Agent”).

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FORM OF REGISTRATION RIGHTS AGREEMENT TO BE ENTERED INTO BY AND AMONG THE REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS] REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2005 • TAC Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of June, 2005, by and among: TAC Acquisition Corp., a Delaware corporation (the “Company”); and each of the undersigned parties listed under Insiders on the signature page hereto (each, an “Insider” and collectively, the “Insiders”).

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FORM OF PURCHASE OPTION CLARIFICATION AGREEMENT
Form of Purchase Option Clarification Agreement • November 14th, 2006 • TAC Acquisition Corp. • Blank checks • New York

This PURCHASE OPTION CLARIFICATION AGREEMENT (this “Agreement”), dated November 14, 2006, is to the unit purchase option, dated as of July 1, 2005 (the “Purchase Option”), by and between TAC Acquisition Corp., a Delaware corporation, (the “Company”), and WEDBUSH MORGAN SECURITIES INC., (“WMS”) as registered owner. For purposes of this Agreement and the exercise of any right hereunder, the term “Holder” shall mean, as of any date, WMS and/or any permitted transferee in accordance with Section 3.1 of the Purchase Option that is validly holding the Purchase Option as of such date.

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FIRST SUPPLEMENTAL WARRANT AGREEMENT
First Supplemental Warrant Agreement • August 21st, 2006 • TAC Acquisition Corp. • Blank checks • New York

This First Supplemental Warrant Agreement (this “Agreement”), dated August 18, 2006, is to the Warrant Agreement, dated as of July 1, 2005 (the “Warrant Agreement”), by and between TAC ACQUISITION CORP., a Delaware corporation, (the “Company”), and THE BANK OF NEW YORK, a New York trust company (the “Warrant Agent”).

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FORM OF WARRANT PURCHASE COMMITMENT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND CHARLES M. ROYCE]
TAC Acquisition Corp. • April 28th, 2005 • New York

This letter is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-123382) (as may be amended and supplemented from time to time, the “Registration Statement”) that was initially filed by TAC Acquisition Corp., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on March 17, 2005, which relates 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 two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth on Schedule 1 hereto.

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FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN WEDBUSH MORGAN SECURITIES INC. AND EACH OF THE INITIAL STOCKHOLDERS]
Form of Letter Agreement • April 28th, 2005 • TAC Acquisition Corp. • New York
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AGREEMENT AND PLAN OF MERGER Dated as of June 9, 2006, by and among TAC ACQUISITION CORP. AVIEL SYSTEMS, INC. And R. JOHN CHAPEL
Agreement and Plan of Merger • June 12th, 2006 • TAC Acquisition Corp. • Blank checks • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2006 (this “Agreement”), is by and among TAC ACQUISITION CORP., a Delaware corporation (the “Parent”), R. John Chapel (the “Shareholder”) and AVIEL SYSTEMS, INC., a Virginia corporation (the “Company” or “AVIEL”).

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FORM OF LOCK-UP AGREEMENT TO BE ENTERED INTO BY AND BETWEEN WEDBUSH MORGAN SECURITIES INC. AND EACH OF THE INITIAL STOCKHOLDERS]
Underwriting Agreement • April 28th, 2005 • TAC Acquisition Corp. • New York
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