REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2013 • Quartet Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of , 2013, by and among Quartet 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”).
Re: Initial Public OfferingUnderwriting Agreement • October 3rd, 2013 • Quartet Merger Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Quartet 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 right (“Right”) to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 3rd, 2013 • Quartet Merger Corp. • Blank checks • New York
QUARTET MERGER CORP.Quartet Merger Corp • October 3rd, 2013 • Quartet 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 Quartet 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. Crescend
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 3rd, 2013 • Quartet Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2013 (“Agreement”), by and among QUARTET MERGER CORP., a Delaware corporation (“Company”), ERIC S. ROSENFELD, JOHN P. SCHAUERMAN, JEFFREY M. MOSES, MARGERY KRAUS, JOEL GREENBLATT, DAVID D. SGRO, GREGORY MONAHAN, VICTOR BONILLA, DKU 2013 LLC and THE K2 PRINCIPAL FUND L.P. (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
