REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2008 • CR Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [•] day of 2008, by and among CR Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • May 23rd, 2008 • CR Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2008 between CR Acquisition Corp., a Delaware corporation, with offices at 623 Fifth Avenue, 32nd Floor, New York, New York 10022 (the “Company”), and Continental Stock Transfer & Trust Company, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
SPONSOR WARRANT SUBSCRIPTION AGREEMENTSponsor Warrant Subscription Agreement • May 23rd, 2008 • CR Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 23rd day of May, 2008, by and between CR Acquisition Corp., a Delaware corporation (the “Company”) and CR Acquisition I, LLC, a Delaware limited liability company (the “Subscriber”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 23rd, 2008 • CR Acquisition Corp. • Blank checks • New York
This Securities Escrow Agreement (this “Agreement”) is made as of [•], 2008, by and among CR Acquisition Corp., a Delaware corporation (the “Company”), each of the parties set forth on Exhibit A hereto (collectively, the “Investors”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
AMENDED AND RESTATED FOUNDER UNIT SUBSCRIPTION AGREEMENTFounder Unit Subscription Agreement • April 4th, 2008 • CR Acquisition Corp. • New York
This Amended and Restated Founder Unit Subscription Agreement (this “Agreement”) is made as of the 2nd day of April, 2008, by and among CR Acquisition Corp., a Delaware corporation (the “Company”), and the purchaser listed on the signature page hereto under the heading “Purchaser” (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 23rd, 2008 • CR Acquisition Corp. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2008 between CR Acquisition Corp., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
CR ACQUISITION CORP. 623 fifth Avenue, 32nd Floor New York, New York 10022CR Acquisition Corp. • May 23rd, 2008 • Blank checks
This letter will confirm our agreement that Prentice Capital Management, LP. (“Service Provider”) or its affiliates shall make available to CR Acquisition Corp. (the “Company”) office space and other agreed upon administrative and technology services and services of personnel, as may be required by the Company from time to time. In exchange therefor, the Company shall pay Service Provider, or its affiliates, the sum of $10,000 per month. The initial term of this Agreement shall commence, and the initial payment of $10,000 shall be paid, immediately following the consummation of the initial public offering (“IPO”) of the securities of the Company and shall continue until the earlier of the consummation by the Company of an initial business combination (as described in the Company’s IPO prospectus) or the distribution of the trust account (as described in the Company’s IPO prospectus) to the Company’s public stockholders (the “Initial Term”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 23rd, 2008 • CR Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [•] , 2008 by and between CR Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
CR Acquisition Corp. 623 Fifth Avenue, 32nd Floor New York, New York, 10022CR Acquisition Corp. • May 23rd, 2008 • Blank checks
This letter will confirm our agreement that the undersigned, jointly and severally, agree to indemnify and hold harmless CR Acquisition Corp. (the “Company”) against any and all loss, liability, claims, damage, and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) resulting from or arising out of any claim by any vendor, service provider or prospective target business, but only to the extent necessary to ensure that any such loss, liability, claim, damage or expense does not reduce the funds held in the Trust Account (as defined below). The undersigned will have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within fifteen (15) days following written receipt of notice of the claim to the undersigned, the undersigned notifies the Company in writing that the undersigned wi
