REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2005 • Oakmont Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of April, 2005, by and among Oakmont 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 • May 4th, 2005 • Oakmont Acquisition Corp. • New York
Agreement made as of , 2005 between Oakmont Acquisition Corp., a Delaware corporation, with offices at 33 Bloomfield Hills Parkway, Suite 240, Bloomfield Hills, MI 48304 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
UNDERWRITING AGREEMENT between OAKMONT ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: , 2005Underwriting Agreement • May 4th, 2005 • Oakmont Acquisition Corp. • New York
The undersigned, Oakmont Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as “you,” “Morgan Joseph & Co.” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 4th, 2005 • Oakmont Acquisition Corp. • New York
This Agreement is made as of , 2005 by and between Oakmont Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SELECTED DEALERS AGREEMENTDealers Agreement • May 4th, 2005 • Oakmont Acquisition Corp. • New York
DAVID J. LANGEVIN LETTER AGREEMENTLangevin Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
FORM OF LETTER AGREEMENT OAKMONT ACQUISITION CORP. [May] , 2005Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
KRISLEE & ASSOCIATES, LLC LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
KrisLee & Associates, LLC (“KrisLee”), a stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 9 hereof):
LEE M. CANAAN LETTER AGREEMENTCanaan Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
QVM OAKMONT SERVICES LLC LETTER AGREEMENTQVM Oakmont Services LLC Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
QVM Oakmont Services LLC, (“LLC”) a stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 9 hereof):
ROBERT J. SKANDALARIS LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned officer and director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
MARK T. BEHRMAN LETTER AGREEMENTBehrman Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
DONALD J. SPENCE LETTER AGREEMENTSpence Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
PATRICK T. FLYNN LETTER AGREEMENTFlynn Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned officer of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 9 hereof):
FREDERICK L. HUBACKER LETTER AGREEMENTHubacker Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 4th, 2005 • Oakmont Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among OAKMONT ACQUISITION CORP., a Delaware corporation (“Company”), ROBERT J. SKANDALARIS, MICHAEL C. AZAR, KRISLEE & ASSOCIATES, LLC, DAVID J. LANGEVIN, QVM OAKMONT SERVICES LLC, FREDERICK L. HUBACKER, LEE M. CANAAN, MARK T. BEHRMAN, DONALD J. SPENCE (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Morgan Joseph & Co. Inc.Oakmont Acquisition Corp. • May 4th, 2005
MICHAEL C. AZAR LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned officer and director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
