EXHIBIT 10.17 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Terra Nova Acquisition Corporation, a Delaware corporation (the "Company"); and the...Registration Rights Agreement • January 31st, 2005 • Terra Nova Acquisition CORP • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2005 • Terra Nova Acquisition CORP • New York
225,000 UNITS OFTerra Nova Acquisition CORP • January 31st, 2005 • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2005 by and between Terra Nova Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • January 31st, 2005 • Terra Nova Acquisition CORP
WARRANT AGREEMENT Agreement made as of _________, 2005 between Terra Nova Acquisition Corporation, a Delaware corporation, with offices at 2 Bloor Street West, Suite 3400, Toronto, Ontario, Canada M4W 3E2 ("Company"), and Continental Stock Transfer &...Warrant Agreement • January 31st, 2005 • Terra Nova Acquisition CORP • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ____________, 2005 ("Agreement"), by and among TERRA NOVA ACQUISITION CORPORATION, a Delaware corporation ("Company"), TERRANOVA PARTNERS L.P., RANDY BENSON, BRENDAN CALDER, RANDALL OLIPHANT,...Stock Escrow Agreement • January 31st, 2005 • Terra Nova Acquisition CORP • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • January 31st, 2005 • Terra Nova Acquisition CORP • New York
TERRA NOVA ACQUISITION CORPORATION TerraNova Management Corp. 2 Bloor Street West, Suite 3400 Toronto, Ontario, Canada M4W 3E2 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the...Terra Nova Acquisition CORP • January 31st, 2005
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 Terra Nova Acquisition Corporation ("TNAC") and continuing until (the "Termination Date") the earlier of the consummation by TNAC of a "Business Combination" or TNAC's liquidation (as described in TNAC's IPO prospectus), TerraNova Management Corp. shall make available to TNAC certain office and secretarial services as may be required by TNAC from time to time, situated at 2 Bloor Street West, Suite 3400, Toronto, Ontario, Canada M4W 3E2. In exchange therefore, TNAC shall pay TerraNova Management Corp. the sum of US$7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
January 25, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: Terra Nova Acquisition Corporation Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Terra Nova...Terra Nova Acquisition CORP • January 31st, 2005
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Terra Nova Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
