BY AND AMONGAsset Purchase Agreement • January 25th, 2007 • Courtside Acquisition Corp • Blank checks • New York
Exhibit 10.2 ESCROW AGREEMENT This ESCROW AGREEMENT ("Agreement") is dated _________, 2007, by and among COURTSIDE ACQUISITION CORP., a Delaware corporation ("Purchaser"), AMERICAN COMMUNITY NEWSPAPERS LLC, a Delaware limited liability company...Escrow Agreement • January 25th, 2007 • Courtside Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Courtside Acquisition Corp., a Delaware corporation (the "Company"); and the undersigned parties...Registration Rights Agreement • April 27th, 2005 • Courtside Acquisition Corp • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2007 • Courtside Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 2nd day of July, 2007, by and among: Courtside Acquisition 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”).
Exhibit 10.6 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 24, 2007, between Courtside Acquisition Corp., a Delaware corporation (the "COMPANY") and Jeffrey Coolman ("EXECUTIVE"). WHEREAS, Executive is currently...Employment Agreement • January 25th, 2007 • Courtside Acquisition Corp • Blank checks
WARRANT AGREEMENT Agreement made as of _____________, 2005 between Courtside Acquisition Corp., a Delaware corporation, with offices at 1700 Broadway, 17th Floor, New York, New York 10019 ("Company"), and Continental Stock Transfer & Trust Company, a...Warrant Agreement • June 27th, 2005 • Courtside Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT ------------------------------------- This Agreement is made as of _____________, 2005 by and between Courtside Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee")....Investment Management Trust Agreement • June 27th, 2005 • Courtside Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among COURTSIDE ACQUISITION CORP., a Delaware corporation ("Company"), RICHARD D. GOLDSTEIN, BRUCE M. GREENWALD, HMA 1999 TRUST, DKA 1999 TRUST, ASH 1999...Stock Escrow Agreement • June 27th, 2005 • Courtside Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT Agreement made as of _____________, 2005 between Courtside Acquisition Corp., a Delaware corporation, with offices at 1700 Broadway, 17th Floor, New York, New York 10019 ("Company"), and Continental Stock Transfer & Trust Company, a...Warrant Agreement • April 27th, 2005 • Courtside Acquisition Corp • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • April 27th, 2005 • Courtside Acquisition Corp • New York
Exhibit 10.3 DEPOSIT ESCROW AGREEMENT This DEPOSIT ESCROW AGREEMENT ("Agreement") is dated January 24, 2007, by and among COURTSIDE ACQUISITION CORP., a Delaware corporation ("Purchaser"), AMERICAN COMMUNITY NEWSPAPERS LLC, a Delaware limited...Deposit Escrow Agreement • January 25th, 2007 • Courtside Acquisition Corp • Blank checks • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2007 • American Community Newspapers Inc. • Newspapers: publishing or publishing & printing • Delaware
This Agreement, made and entered into effective as of the ____day of ______, 200_ (“Agreement”), by and between American Community Newspapers Inc., a Delaware corporation (“Corporation”), and ____________________ (“Indemnitee”):
Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 24, 2007, between Courtside Acquisition Corp., a Delaware corporation (the "COMPANY") and Eugene Carr ("EXECUTIVE"). WHEREAS, Executive is currently...Employment Agreement • January 25th, 2007 • Courtside Acquisition Corp • Blank checks
Alpine Capital LLC 1700 Broadway, 17th Floor New York, New York 10019 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of...Courtside Acquisition Corp • April 27th, 2005
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Courtside Acquisition Corp. ("CAC") and continuing until the earlier of the consummation by CAC of a "Business Combination" or CAC's liquidation (as described in CAC's IPO prospectus) (the "Termination Date"), Alpine Capital LLC shall make available to CAC certain office space, utilities and secretarial support as may be required by CAC from time to time, situated at 1700 Broadway, 17th Floor, New York, New York 10019. In exchange therefor, CAC shall pay Alpine Capital LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2005 • Courtside Acquisition Corp • New York
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • October 25th, 2006 • Courtside Acquisition Corp • Blank checks • New York
This Warrant Clarification Agreement (this ‘‘Agreement’’), dated October 25, 2006, is to the Warrant Agreement, dated as of June 30, 2005 (the ‘‘Warrant Agreement’’), by and between Courtside Acquisition Corp., a Delaware corporation (‘‘Company’’), and Continental Stock Transfer & Trust Company, a New York corporation (‘‘Warrant Agent’’).
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2005 • Courtside Acquisition Corp • Blank checks • New York
April 22, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: Courtside Acquisition Corp. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Courtside...Courtside Acquisition Corp • April 27th, 2005
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Courtside Acquisition Corp. ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
CREDIT AGREEMENT DATED AS OF June 29, 2007 among COURTSIDE ACQUISITION CORP., as Borrower, and ARES CAPITAL CORPORATION, and THE OTHER LENDERS PARTY HERETO, as LendersCredit Agreement • July 13th, 2007 • Courtside Acquisition Corp • Blank checks • New York
This CREDIT AGREEMENT is dated as of June 29, 2007, and entered into by and among COURTSIDE ACQUISITION CORP., a Delaware corporation (“Borrower”), ARES CAPITAL CORPORATION, a Delaware corporation, for itself as a lender hereunder (in such capacity, the “Initial Lender”) and the other LENDERS from time to time party hereto (the Initial Lender may be, and each of the other lenders hereunder are, individually referred to herein as a “Lender” and, collectively, as “Lenders”).
OFCourtside Acquisition Corp • April 27th, 2005 • New York
May 2, 2007Courtside Acquisition Corp • May 4th, 2007 • Blank checks
Reference is made to (i) the Asset Purchase Agreement by and among Courtside Acquisition Corp. (“Courtside”), American Community Newspapers LLC (“ACN”) and, solely for purposes of Section 2.22 thereof, ACN Holding LLC, dated as of January 24, 2007 (the “Courtside Agreement”) and (ii) the Asset Purchase Agreement among ACN and C.M. Media, Inc. (“CM”) and, for purposes of Section 6.1 and Article VIII thereof, Max S. Brown and Lenore Brown, dated April 30, 2007 (the “CM Agreement”). This will confirm the agreement of the parties to the Courtside Agreement, as follows.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2007 • Courtside Acquisition Corp • Blank checks
This Amendment No.1 to the Registration Rights Agreement (this Amendment) is made and entered into as of June __, 2007, by and among Courtside Acquisition Corp., a Delaware corporation (Parent) and the undersigned parties listed under Investor on the signature page the Registration Rights Agreement (the Investors).
AMENDMENT TO UNIT PURCHASE OPTIONSUnit Purchase Options • October 25th, 2006 • Courtside Acquisition Corp • Blank checks
This AMENDMENT TO UNIT PURCHASE OPTIONS (this ‘‘Amendment’’), dated October 25, 2006, is made by and between Courtside Acquisition Corp. (the ‘‘Company’’) and the holders designated on the signature page hereof (‘‘Holders’’), to those certain Unit Purchase Options referred to below.
June 29, 2007Courtside Acquisition Corp • July 9th, 2007 • Blank checks
Reference is made to (i) the Asset Purchase Agreement by and among Courtside Acquisition Corp. (“Courtside”), American Community Newspapers LLC (“ACN”) and, solely for purposes of Section 2.22 thereof, ACN Holding LLC, dated as of January 24, 2007 and as previously amended by a letter agreement dated May 2, 2007 (as so amended, the “Courtside Agreement”) and (ii) the Seller Subordination Agreement by and among ACN, Courtside and ACN OPCO LLC (“OPCO”) in favor of Bank of Montreal, Chicago Branch (“BMO”) as administrative agent, dated as of the date hereof (the “Subordination Agreement”).
CREDIT AGREEMENT DATED AS OF JUNE 29, 2007 among ACN OPCO LLC, as Borrower, COURTSIDE ACQUISITION CORP., THE LENDERS LISTED HEREIN, as Lenders, and BANK OF MONTREAL, CHICAGO BRANCH, as Administrative Agent BMO CAPITAL MARKETS, as Lead Arranger GENERAL...Credit Agreement • July 13th, 2007 • Courtside Acquisition Corp • Blank checks • New York
This CREDIT AGREEMENT is dated as of June 29, 2007, and entered into by, between and among ACN OPCO LLC, a Delaware limited liability company (“Borrower”), COURTSIDE ACQUISITION CORP., a Delaware corporation (“Parent”), BANK OF MONTREAL, CHICAGO BRANCH (in its individual capacity, “Bank of Montreal”), for itself as Lender and as administrative agent for all Lenders (in such capacity, “Administrative Agent”), and THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF AS LENDERS (each individually referred to herein as a “Lender” and, collectively, as “Lenders”).
