REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2006 • East India CO Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2006, by and among East India Company 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 • June 13th, 2006 • East India CO Acquisition Corp. • New York
Agreement made as of __________, 2006 between East India Company Acquisition Corp., a Delaware corporation, with offices at 40 West 25th Street, 6th Floor, New York, New York 10010 (“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 EAST INDIA COMPANY ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: ___________, 2006Underwriting Agreement • June 13th, 2006 • East India CO Acquisition Corp. • New York
The undersigned, East India Company Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...East India CO Acquisition Corp. • August 8th, 2006 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY EAST INDIA COMPANY ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2011.
WARRANT AGREEMENTWarrant Agreement • August 8th, 2006 • East India CO Acquisition Corp. • Blank checks • New York
Agreement made as of __________, 2006 between East India Company Acquisition Corp., a Delaware corporation, with offices at 40 West 25th Street, 6th Floor, New York, New York 10010 (“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 • August 8th, 2006 • East India CO Acquisition Corp. • Blank checks • New York
This Agreement is made as of _____________, 2006 by and between East India Company Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. SUITE 1203 NEW YORK, NEW YORK 10016 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • June 13th, 2006 • East India CO Acquisition Corp. • New York
EAST INDIA COMPANY ACQUISITION CORP.East India CO Acquisition Corp. • August 8th, 2006 • Blank checks
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of East India Company 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 or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 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 between the Company and Continental Stock Transfer & Trust Company. The Company shall not be oblig
Letter AgreementLetter Agreement • August 8th, 2006 • East India CO Acquisition Corp. • Blank checks
In the event that East India Company Acquisition Corp. (the “Corporation”) does not consummate a business combination and must distribute to its public stockholders the amount in its trust account (including any accrued interest) plus any remaining net assets, and if such funds are insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and agrees not to seek repayment for such expenses.
Subscription AgreementSubscription Agreement • June 13th, 2006 • East India CO Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase 120,100 units (“Insider Units”), each consisting of one share of common stock (“Common Stock”) and two warrants (“Warrants”), each to purchase one share of Common Stock, at $6.00 per Insider Unit, and 685,000 Warrants (“Insider Warrants” and together with the Insider Units, the “Insider Securities”)) at $0.70 per Insider Warrant, of East India Company Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $1,200,100 (“Purchase Price”). The purchase and issuance of the Insider Securities shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital, Inc. (“EBC”). The Insider Securities will be sold to the undersigned on a private placement basis and not part of the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 13th, 2006 • East India CO Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2006 (“Agreement”), by and among EAST INDIA COMPANY ACQUISITION CORP., a Delaware corporation (“Company”), E.I. INVESTMENT SERVICES LIMITED, KARY SHANKAR, MARC L. WALINSKY, CASTLECOMB FAMILY TRUST and SAURABH SRIVASTAVA (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
EAST INDIA COMPANY ACQUISITION CORP.East India CO Acquisition Corp. • June 13th, 2006
EAST INDIA COMPANY ACQUISITION CORP.East India CO Acquisition Corp. • June 13th, 2006
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of East India Company 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 or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 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 between the Company and Continental Stock Transfer & Trust Company. The Warrant Agreement provides
Letter AgreementLetter Agreement • August 8th, 2006 • East India CO Acquisition Corp. • Blank checks
The undersigned hereby agrees that he/she will not transfer a portion of their beneficial interest in East India Company Acquisition Corp. by transferring interests in 25th Street LLC to other individuals or entities.
