REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2007 • FMG Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2007, by and among FMG 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 • June 4th, 2007 • FMG Acquisition Corp • New York
This Warrant Agreement (this “Agreement”) is made as of _________, 2007, by and between FMG Acquisition Corp., a Delaware corporation having its principal place of business at Four Forest Park, Farmington, CT 06032 (“Company”) and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 4th, 2007 • FMG Acquisition Corp • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 31st day of May, 2007 for the benefit of FMG Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at Four Forest Park, Farmington, CT 06032 by FMG Investors LLC (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 4th, 2007 • FMG Acquisition Corp • New York
This Agreement is made as of [ ], 2007 by and between FMG Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...FMG Acquisition Corp • June 4th, 2007 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY FMG ACQUISITION CORP. ("COMPANY") OF A SHARE CAPITAL EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) OR ___________, 2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2012.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 4th, 2007 • FMG Acquisition Corp • New York
SECURITIES ESCROW AGREEMENT, dated as of [ ], 2007 (the “Agreement”) by and among FMG Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
May 31, 2007 Fund Management Group LLC Four Forest Park Second Floor Farmington, CT 06032 Re: FMG ACQUISITION CORP. Gentlemen:FMG Acquisition Corp • June 4th, 2007
This letter will confirm our agreement, that commencing on the effective date (“Effective Date”) of the registration statement (“Registration Statement”) of the initial public offering (“IPO”) of the securities of FMG Acquisition Corp. (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Combination (as described in the Registration Statement), (ii) failure to effect a Business Combination within 24 months from the consummation of the IPO and (iii) the date on which we determine to dissolve and liquidate our trust account as part of our plan of dissolution and liquidation, Fund Management Group, LLC shall make available to the Company certain general and administrative services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay Fund Management Group, LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
