REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among Union Street Acquisition Corp., a Delaware corporation (the “Company”), and each of the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Union Street Acquisition Corp. 12,500,000 Units UNDERWRITING AGREEMENT dated , 2006 Banc of America Securities LLC Morgan Joseph & Co., Inc.Underwriting Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT, made and entered into this day of , 2006 (“Agreement”), by and between UNION STREET ACQUISITION CORP., a Delaware corporation (the “Company”) and the undersigned (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT is made as of , 2006 between Union Street Acquisition Corp., a Delaware corporation, with offices at 102 South Union Street, Alexandria, Virginia 22314 (the “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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT is made as of , 2006 (the “Agreement”), by and among Union Street Acquisition Corp., a Delaware corporation (the “Company”), Union Street Capital Management, LLC, a Delaware limited liability company, (“USCM”), John T. Schwieters, Eran Broshy and David B. Kay (Messrs. Schwieters, Broshy and Kay collectively the “Directors,” and together with USCM, the “Existing Holders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of , 2006 between UNION STREET ACQUISITION CORP., a Delaware corporation (the “Company”), and UNION STREET CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INSIDER LETTERUnion Street Acquisition Corp. • October 31st, 2006 • Blank checks
UNION STREET ACQUISITION CORP.Union Street Acquisition Corp. • October 31st, 2006 • Blank checks
SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENTSubscription Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • Delaware
By his or her signature on this Subscription Agreement and Letter of Investment Intent (the “Subscription Agreement”), the undersigned (the “Subscriber”) hereby confirms Subscriber’s subscription to purchase three million one hundred and twenty-five thousand (3,125,000) shares of $0.0001 par value common stock (the “Shares”) of Union Street Acquisition Corp., a Delaware corporation (the “Company”) from Union Street Capital Management, LLC (“USCM”), for the sum of $0.008 per share, a purchase price of $25,000.00, in the aggregate, in accordance with the following terms.
