REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2005, by and among QuadraPoint 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”).
WARRANT AGREEMENTWarrant Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
Agreement made as of _____________, 2005 between QuadraPoint Acquisition Corp., a Delaware corporation, with offices at 900 North Michigan Avenue, Chicago, Illinois 60606 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
UNDERWRITING AGREEMENT between QUADRAPOINT ACQUISITION CORP. and LADENBURG THALMANN & CO. INC. Dated: _____________________, 2005Underwriting Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
The undersigned, QuadraPoint Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (being referred to herein variously as “you,” “Ladenburg” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Ladenburg is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
This Agreement is made as of _____________, 2005 by and between QuadraPoint Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
LADENBURG THALMANN & CO. INC. 34TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
July 5, 2005QuadraPoint Acquisition Corp. • July 15th, 2005
QUADRAPOINT ACQUISITION CORP.QuadraPoint Acquisition Corp. • July 15th, 2005
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of _________, 2005 (“Agreement”), by and among QUADRAPOINT ACQUISITION CORP., a Delaware corporation (“Company”), LAPPING INVESTMENTS II, LLC, PETER L. VENETIS and GORDIAN INVESTMENT PARTNERS, LLC (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
