REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2007 • KBL Healthcare Acquisition Corp III • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among KBL Healthcare Acquisition Corp. III, 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 • March 16th, 2007 • KBL Healthcare Acquisition Corp III • New York
Agreement made as of , 2007 between KBL Healthcare Acquisition Corp. III, a Delaware corporation, with offices at 757 Third Avenue, 21st Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2007 • KBL Healthcare Acquisition Corp III • New York
This Agreement is made as of , 2007 by and between KBL Healthcare Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 16th, 2007 • KBL Healthcare Acquisition Corp III • New York
STOCK ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among KBL HEALTHCARE ACQUISITION CORP. III, a Delaware corporation (“Company”), ZACHARY BERK, MARLENE KRAUSS, MICHAEL KASWAN, ELI BERK, EILEEN MORE, JOSEPH WILLIAMSON, SANDRA SANTOS, KENNETH ABRAMOWITZ, MARK LEBWOHL, ELLEN MARRAM, ERIC ROSE and MYRON WEISFELDT (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription AgreementSubscription Agreement • March 16th, 2007 • KBL Healthcare Acquisition Corp III
The undersigned hereby subscribes for and agrees to purchase Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of KBL Healthcare Acquisition Corp. III (the “Corporation”) for an aggregate purchase price of $ (“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 Citigroup Global Markets Inc. (“Citigroup”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
