ContractWarrant Agreement • April 2nd, 2008 • Grail Investment Corp. • Blank checks • New York
WARRANT AGREEMENT, dated as of [ ], 2008, by and between Grail Investment Corp., a Delaware corporation, with offices located at 767 Third Avenue, 21st Floor, New York, New York 10017 (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2008 • Grail Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2008, by and among Grail Investment Corp., a Delaware corporation (the “Company”) and the undersigned parties whose names appear listed under the heading “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ContractStock Purchase Agreement • January 14th, 2008 • Grail Investment Corp. • New York
STOCK PURCHASE AGREEMENT, dated as of December 28, 2007 (this “Agreement”), by and between Grail Investment Corp., a Delaware corporation (the “Company”), and Grail Chalice SPAC Holdings LLC (“Purchaser”).
ADDENDUM No. 1 to STOCK PURCHASE AGREEMENT, dated as of May 23, 2008 (this “Addendum”), by and between Grail Investment Corp., a Delaware corporation (the “Company”), and Grail Chalice SPAC Holdings LLC (“Purchaser”).Stock Purchase Agreement • July 25th, 2008 • Grail Investment Corp. • Blank checks
The parties to the Stock Purchase Agreement, dated as of December 28, 2007, by and between the Company and Purchaser (the “Existing Agreement”) wish to amend the Existing Agreement to the extent (and only to the extent) provided herein. All capitalized terms used and not otherwise defined in this Addendum shall have the meaning set forth in the Existing Agreement.
CONTINGENT VALUE RIGHTSGrail Investment Corp. • July 25th, 2008 • Blank checks
Each contingent value right (“CVR”) entitles the holder to receive an amount (the “CVR Consideration”) equal to the product of (a) the lesser of: (1) the amount, if any, by which $11.00 exceeds the arithmetic average of the daily volume weighted average price of the common stock, par value $.0001 per share (“Common Stock”), of Grail Investment Corp., a Delaware Corporation (the “Company”), for the 20 trading days following the date that is one year after the consummation of the Company’s initial business combination (the “Stock Price at Expiration”); and (2) $1.25, and (b) the number of shares of Common Stock sold in the Company’s initial public offering (including any shares issued pursuant to the over-allotment option) multiplied by 0.60, divided by the number of shares of Common Stock held by public stockholders remaining after shareholders exercise their conversion rights in connection with the stockholder vote on an extension or consummation of an initial business combination (the
GRAIL INVESTMENT CORP.Grail Investment Corp. • April 2nd, 2008 • Blank checks
ContractWarrant Subscription Agreement • January 14th, 2008 • Grail Investment Corp. • New York
WARRANT SUBSCRIPTION AGREEMENT, dated as of December 28, 2007 (this “Agreement”), by and between Grail Chalice SPAC Holdings LLC, a Delaware limited liability company (the “Purchaser”), and Grail Investment Corp., a Delaware corporation (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 2nd, 2008 • Grail Investment Corp. • Blank checks • New York
ContractGrail Investment Corp. • April 2nd, 2008 • Blank checks • New York
THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE WARRANT) ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT AGREEMENT DATED AS OF ________ , 2008, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT (THE “WARRANT AGREEMENT”). COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.
