5,000,000 Units TRIO MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
Trio Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, by and among Trio Merger Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
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,...Trio Merger Corp. • April 28th, 2011 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY TRIO MERGER CORP. (“COMPANY”) OF A MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ________________, 2012. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON ______________, 2016.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
This Agreement is made as of ___________, 2011 by and between Trio Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10016Trio Merger Corp. • April 28th, 2011 • Blank checks • New York
This is to confirm our agreement whereby Trio Merger Corp. (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company’s consummation of an acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction (in each case, a “Business Combination”) with one or more companies or businesses (“Target”):
Re: Initial Public OfferingUnderwriting Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Trio Merger Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, 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, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph [15] hereof.
WARRANT AGREEMENTWarrant Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
WHEREAS, the Company has received binding commitments from its initial stockholders to purchase an aggregate of 5,700,000 warrants (the “Insider Warrants”) and from EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters of its Public Offering (as defined below) to purchase 500,000 warrants (the “EBC Warrants”), pursuant to Subscription Agreements dated as of ________, 2011 (the “Subscription Agreements”); and
STOCK PURCHASE PLANStock Purchase Plan • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on _______ __, 2011 by and between _______ (“Broker”) and Trio Merger Corp. (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of shares of common stock issued by the Company (the “Shares”), and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”).
Subscription AgreementSubscription Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one share of common stock of Trio Merger Corp. (the “Corporation”), at $0.50 per Warrant, for an aggregate purchase price of $_____ (“Purchase Price”). The closing of the purchase of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
TRIO MERGER CORP.Trio Merger Corp • April 28th, 2011 • Trio Merger Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Trio Merger Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Crescendo Advisors II, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 777 Third Avenue, 37th Floor, New York, New York 10017 (or any successor location). In exchange therefore, the Company shall pay Crescendo Advisors II, LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescendo A
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________, 2011 (“Agreement”), by and among TRIO MERGER CORP., a Delaware corporation (“Company”), ERIC S. ROSENFELD, DAVID D. SGRO, ARNAUD AJDLER, GREGORY MONAHAN, DAVID BORIS, MARK HAUSER, BARRY ERDOS, JOEL GREENBLATT, RIVERVIEW GROUP LLC, YORK SELECT, L.P. and YORK SELECT MASTER FUND, L.P. (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
