REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2008 • Consumer Partners Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__] day of [____], 2008, by and among Consumer Partners 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 • February 22nd, 2008 • Consumer Partners Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Warrant Agreement”) made as of [___], 2008, between Consumer Partners Acquisition Corp., a Delaware corporation, with offices at 11150 Santa Monica Blvd., Suite 700 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2008 • Consumer Partners Acquisition Corp. • Blank checks • New York
This Agreement is made as of [____], 2008 by and between Consumer Partners Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
CONSUMER PARTNERS ACQUISITION CORP. WARRANT CUSIP [_____]Consumer Partners Acquisition Corp. • February 22nd, 2008 • Blank checks
_________________________________________________________________________________________ is the registered holder of a Warrant or Warrants expiring [__________], 2012 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Consumer Partners Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) [ ], 2009, such number of Shares of the Company at the price of $7.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Comp
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 22nd, 2008 • Consumer Partners Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [____], 2008 (this “Agreement”), by and among CONSUMER PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), the initial stockholders listed as “Initial Stockholders” on the signature page hereto (collectively, the “Initial Stockholders”) a and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
FOUNDER WARRANT PURCHASE AGREEMENTFounder Warrant Purchase Agreement • February 22nd, 2008 • Consumer Partners Acquisition Corp. • Blank checks • New York
THIS FOUNDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of [____], 2008, between Consumer Partners Acquisition Corp., a Delaware corporation (the “Company”), and PJC Consumer Partners Acquisition I, LLC, Aria Select Consumer Fund LP, Aria Partners LP, Aria Partners II LP, Aria Partners (Cayman) Ltd., and Kata Ltd. (the each a “Purchaser” and collectively, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
CONSUMER PARTNERS ACQUISITION CORP. 11150 Santa Monica Blvd., Suite 700 Los Angeles, California 90025Consumer Partners Acquisition Corp. • February 22nd, 2008 • Blank checks
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 Consumer Partners Acquisition Corp., a Delaware corporation (the “Company”), and continuing until the earlier of the consummation by the Company of a “business combination” or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Aria Partners GP, LLC shall make available to the Company certain office space and administrative and secretarial services as may be required by the Company from time to time, situated at 11150 Santa Monica Blvd., Suite 700, Los Angeles, California 90025. In exchange therefore, the Company shall pay Aria Partners GP, LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
FOUNDER WARRANT ESCROW AGREEMENTFounder Warrant Escrow Agreement • February 22nd, 2008 • Consumer Partners Acquisition Corp. • Blank checks • New York
FOUNDER WARRANT ESCROW AGREEMENT, dated as of [___], 2008 (this “Agreement”), by and among Consumer Partners Acquisition Corp., a Delaware corporation (the “Company”), PJC Consumer Partners Acquisition I, LLC, Aria Select Consumer Fund LP, Aria Partners LP, Aria Partners II LP, Aria Partners (Cayman) Ltd. and Kata Ltd. (the “Founders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
