FORM OF LETTER AGREEMENT] [OFFICERS] [DE GASPERIS AND LEPORE]Letter Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto (the “Underwriters”), for whom FTN Midwest Securities Corp. is acting as representative (the “Representative”), relating to a proposed firm commitment underwritten initial public offering (the “IPO”) of units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is initially exercisable to purchase one share of Common Stock. Capitalized terms used herein that are not defined herein shall have the meanings set forth on Schedule 1 attached hereto.
SYMMETRY HOLDINGS INC. (a Delaware corporation) 18,750,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
Symmetry Holdings Inc., a Delaware corporation (the “Company”), confirms its agreement with FTN Midwest Securities Corp. (“FTN”) and each of the other Underwriters named in Schedule A attached hereto (collectively, the “Underwriters”), for whom FTN is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of units (the “Units”) of the Company (the Units to be purchased by the Underwriters pursuant hereto being referred to as the “Initial Units”) set forth opposite each Representative’s name in such Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the over-allotment option described in Section 2(b) hereof to purchase all or any part of 2,812,500 additional Units (the “Option Units”) to cover over-allotments, if any. Each Unit consists of one share of the Company’s c
WARRANT AGREEMENTWarrant Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
WARRANT AGREEMENT, dated as of [_______], 2006 (this “Agreement”), between SYMMETRY HOLDINGS INC., a Delaware corporation, with offices at c/o 432 Scarborough Road, Briarcliff Manor, NY 10510 (the “Company”), and [________________], a [_______], with offices at [______________________] (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2006, among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page or pages hereto (collectively, the “Investors”).
ContractStock Escrow Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
STOCK ESCROW AGREEMENT dated as of _______, 2006 among Symmetry Holdings Inc., a Delaware corporation (the “Company”), Corrado De Gasperis, Gilbert E. Playford, Domenico Lepore, Scott C. Mason, M. Ridgway Barker and Donald C. Bailey (collectively, the “Existing Stockholders”) and _______________., a national banking association, as escrow agent (the “Escrow Agent”).
FORM OF PURCHASE OPTION TO BE ISSUED TO THE STOCKHOLDERS]Registration Rights Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY THE COMPANY (AS DEFINED HEREIN) OF ITS INITIAL BUSINESS COMBINATION (AS DEFINED HEREIN) AND (II) [______], 2007.
FORM OF PURCHASE OPTION TO BE ISSUED TO THE REPRESENTATIVE]Registration Rights Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY THE COMPANY (AS DEFINED HEREIN) OF ITS INITIAL BUSINESS COMBINATION (AS DEFINED HEREIN) AND (II) [______], 2007.
FORM OF LETTER AGREEMENT] [LAVECCHIA AND MCDEVITT]Letter Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto (the “Underwriters”), for whom FTN Midwest Securities Corp. is acting as representative (the “Representative”), relating to a proposed firm commitment underwritten initial public offering (the “IPO”) of units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is initially exercisable to purchase one share of Common Stock. Capitalized terms used herein that are not defined herein shall have the meanings set forth on Schedule 1 attached hereto.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
Subject to the terms and conditions set forth herein, the undersigned hereby irrevocably subscribes for and agrees to purchase [_____] warrants to purchase shares of common stock, par value $.0001 per share, of Symmetry Holdings Inc., a Delaware corporation (the “Company”), at an exercise price of $_________ per share (subject to adjustment), to be issued under a Warrant Agreement dated as of [____________], 2006 between the Company and [____________] (the “Warrant Agreement”). The undersigned understands and agrees that the purchase price for each warrant is $0.90 and that the aggregate purchase price for all of the warrants is payable in cash on the date hereof. Accordingly, the undersigned tenders herewith a check in the amount of $[_________] payable to the order of Symmetry Holdings Inc., representing the aggregate purchase price for the warrants for which the undersigned hereby subscribes (the “Warrants”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT, dated of [________], 2006, between SYMMETRY HOLDINGS INC., a Delaware corporation (the “Company”) and [_____________], a [national banking corporation], as trustee (the “Trustee”).
