REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2008 • Lambert's Cove Acquisition CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2008, by and among Lambert’s Cove Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned listed under Investor on the signature page hereto (“Investor”).
WARRANT AGREEMENT by and between LAMBERT’S COVE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Dated as of [●], 2008Warrant Agreement • May 13th, 2008 • Lambert's Cove Acquisition CORP • Blank checks • New York
This Warrant Agreement (this “Warrant Agreement”) is made as of [●], 2008 by and between Lambert’s Cove Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 2008 • Lambert's Cove Acquisition CORP • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this __ day of April, 2008 for the benefit of Lambert’s Cove Acquisition Corporation, a Delaware corporation (the “Company”), having its principal place of business at 817 West Peachtree, Suite 550, Atlanta, Georgia 30308 by Lambert’s Cove Holdings, LLC (the “Initial Subscriber”), and the subscribers identified on the signature page hereto the “Additional Subscribers”, together with the Initial Subscriber, the “Subscribers”).
Lambert’s Cove Acquisition Corporation [10,000,000] Units Common Stock ($0.0001 par value per Share) and one Warrant Underwriting AgreementUnderwriting Agreement • May 13th, 2008 • Lambert's Cove Acquisition CORP • Blank checks • New York
Form of Letter Agreement for Directors and Officers of Lambert’s Cove Acquisition Corporation]Lambert's Cove Acquisition CORP • May 13th, 2008 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Lambert’s Cove Acquisition Corporation, a Delaware corporation (the “Company”), and UBS Securities LLC and Morgan Joseph & Co. Inc. as the representatives (collectively, the “Representatives”) of the underwriters named in Schedule A thereto (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in Section 19 hereof.
Investment Management Trust AgreementInvestment Management Trust Agreement • May 13th, 2008 • Lambert's Cove Acquisition CORP • Blank checks • New York
Pursuant to paragraph 3(a)(ii) of the Investment Management Trust Agreement between Lambert’s Cove Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company dated as of [●], 2008 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $[●], to [●] via wire transfer on [●], 200[●].
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 13th, 2008 • Lambert's Cove Acquisition CORP • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of [ ], 2008 (the “Agreement”) by and among Lambert’s Cove Acquisition Corporation, a Delaware corporation (the “Company”), the undersigned party listed as the Initial Unitholder on the signature page hereto (collectively, the “Initial Unitholder”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
LAMBERT’S COVE ACQUISITION CORPORATION Atlanta, GA 30308Securities Escrow Agreement • March 20th, 2008 • Lambert's Cove Acquisition CORP • New York
We are pleased to accept the offer Lambert’s Cove Holdings, LLC (the “Subscriber”) has made to purchase 2,875,000 units (the “Units”), each unit consisting of one share of common stock, $0.0001 par value per share (the “Common Stock”), and one warrant to purchase one share of Common Stock at a purchase price of $7.50 (the “Warrants”). Up to 375,000 of the Units (including the underlying shares of Common Stock and Warrants) are subject to complete or partial forfeiture (the “Forfeiture”) by you if the underwriters of the initial public offering of Lambert’s Cove Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option. The terms on which the Company is willing to sell the Units to the Subscriber, and the Company and the Subscriber’s agreements regarding such Units, are as follows:
Lambert's Cove Holdings, LLCLambert's Cove Acquisition CORP • May 13th, 2008 • Blank checks
