FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ________, 2007, by and among Kanders Acquisition Company, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each an “Investor” and collectively, the “Investors”).
FORM OF DARA KHOSROWSHAHI LETTER AGREEMENTLetter Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kanders Acquisition Company, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 16 hereof.
FORM OF WARREN B. KANDERS LETTER AGREEMENTLetter Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kanders Acquisition Company, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 14 hereof.
Form of Rule 10b5-1 Stock Purchase PlanStock Purchase Plan • December 7th, 2007 • Kanders Acquisition CO • Blank checks
This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on ______, 2007 by and between Citigroup Global Markets Inc. (“Citi” or “Broker”), Kanders Acquisition Company, Inc., a Delaware corporation (the “Company”) and Kanders & Company, Inc., a Delaware corporation (“Sponsor”).
FORM OF LETTER AGREEMENT RE ADMINISTRATIVE SUPPORT KANDERS ACQUISITION COMPANY, INC.Letter Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks
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 Kanders Acquisition Company, Inc. (“KAC”) and continuing until the earlier of the consummation by KAC of a “Business Combination” or KAC’s liquidation (in each case as described in KAC’s IPO prospectus, and such earlier date hereinafter referred to as the “Termination Date”), but in no event longer than 24 months from the Effective Date, Kanders & Company, Inc. shall make available to KAC certain office space, utilities and secretarial support as may be required by KAC from time to time, situated at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (or any successor location). In exchange therefor, KAC shall pay Kanders & Company, Inc. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
FORM OF MICHAEL A. HENNING LETTER AGREEMENTHenning Letter Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kanders Acquisition Company, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 16 hereof.
FORM OF KANDERS & COMPANY, INC. LETTER AGREEMENTLetter Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kanders Acquisition Company, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 19 hereof.
Form of Co-Investment Subscription AgreementKanders Acquisition CO • December 7th, 2007 • Blank checks
The undersigned hereby subscribes for and agrees, in connection with an initial Business Combination (as defined below), to purchase such number of units (the “Co-Investment Units”) at $10.00 per Co-Investment Unit, as shall be necessary to reach an aggregate purchase price (the “Purchase Price”) equal to the difference between $25,000,000 and the aggregate purchase price for the number of shares purchased by the undersigned pursuant to that certain Rule 10b5-1 Stock Purchase Plan, dated [______], 2007 by and among the undersigned, Citigroup Global Markets Inc. and Kanders Acquisition Company Inc., a Delaware corporation (the “Corporation”) (the “Stock Purchase Plan”). Each Co-Investment Unit shall include (i) one share of common stock, par value $0.0001 per share (the “Co-Investment Common Stock”) of the Corporation and (ii) one warrant (the “Co-Investment Warrant”) of the Corporation to purchase one share of common stock, par value $0.0001 per share (the “Common Stock”) at an exercis
FORM OF WARRANT AGREEMENTWarrant Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks • New York
Agreement made as of ________, 2007 between Kanders Acquisition Company, Inc., a Delaware corporation, with offices at One Landmark Square - 22nd Floor, Stamford, Connecticut 06901 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
FORM OF PHILIP A. BARATELLI LETTER AGREEMENTBaratelli Letter Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kanders Acquisition Company, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 14 hereof.
WARRANT SUBSCRIPTION AGREEMENT As of August 21, 2007Warrant Subscription Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks
The undersigned hereby subscribes for and agrees to purchase 6,000,000 Warrants (the “Warrants”) at $1.00 per Warrant, each exercisable to purchase one share of common stock, par value $0.0001 per share (“Common Stock”), of Kanders Acquisition Company, Inc., a Delaware corporation (the “Corporation”), at $7.50 per share for an aggregate purchase price of $6,000,000 (“Purchase Price”). The purchase and issuance of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten with Citigroup Global Markets Inc. as representative of the several underwriters. The Warrants will be sold to the undersigned in a private placement and not as part of the IPO.
SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT As of August 10, 2007Unit Subscription Agreement • December 7th, 2007 • Kanders Acquisition CO • Blank checks
This agreement amends and restates in its entirety that certain amended and restated unit subscription agreement dated as of August 10, 2007 by and between each of the undersigned.
