REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2007 • Enterprise Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of __________________, 2007, by and among Enterprise Acquisition 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”).
WARRANT AGREEMENTWarrant Agreement • August 6th, 2007 • Enterprise Acquisition Corp. • New York
Agreement made as of _____________________, 2007 between Enterprise Acquisition Corp., a Delaware corporation, with offices at 6800 Broken Sound Parkway, Boca Raton, Florida 33487 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
ENTERPRISE ACQUISITION CORP. July 19, 2007Enterprise Acquisition Corp. • August 6th, 2007
SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO ENTERPRISE ACQUISITION CORP.Enterprise Acquisition Corp. • August 6th, 2007
THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City time, on __________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $0.0001 per share (“Shares”), of Enterprise Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination and (ii) _________, 2008, such number of Shares of the Company at the price of $7.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement
Private Placement Purchase AgreementPrivate Placement Purchase Agreement • August 6th, 2007 • Enterprise Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase 6,000,000 Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of Enterprise Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $6,000,000 (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities (“IPO”) which is being underwritten by Ladenburg Thalmann & Co. Inc. (“Ladenburg”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
