BETWEENUnderwriting Agreement • June 21st, 2004 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of the ____ day of __________, 2004, by and among TRINITY PARTNERS ACQUISITION COMPANY INC., a Delaware corporation (the "Company"), and the undersigned parties listed under Investor on...Registration Rights Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT made as of ________ ____, 2004 by and between TRINITY PARTNERS ACQUISITION COMPANY INC. (the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee ("Trustee").Investment Management Trust Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc.
CLASS W WARRANTWarrant Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc.
is the registered holder of a Warrant or Warrants expiring ________, 2009 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Trinity Partners Acquisition Company Inc., 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) _________ ___, 2005 or (ii) the earlier of (a) the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination or (b) the distribution of the trust fund to the Company's Class B stockholders, 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, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but
HCFP/BRENNER SECURITIES LLC 888 SEVENTH AVENUE 17TH FLOOR NEW YORK, NEW YORK 10106Selected Dealers Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
12,500 SERIES A UNITS AND/OR 65,000 SERIES B UNITS OFPurchase Option Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
ContractWarrant Agreement • March 31st, 2005 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
WARRANT AGREEMENT made as of July 29, 2004 by and between TRINITY PARTNERS ACQUISITION COMPANY INC., a Delaware corporation, with offices at 245 Fifth Avenue, Suite 1500, New York, New York 10016 (“Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
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,...Purchase Option Agreement • March 31st, 2005 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) JULY 29, 2005 OR (II) THE EARLIER OF THE CONSUMMATION BY TRINITY PARTNERS ACQUISITION COMPANY INC. (“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 THE DISTRIBUTION OF THE TRUST FUND (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT) TO THE HOLDERS OF THE COMPANY’S CLASS B COMMON STOCK. VOID AFTER 5:00 P.M. EASTERN TIME, JULY 29, 2009.
INVESTMENT MANAGEMENT TRUST AGREEMENT made as of July 29, 2004 by and between TRINITY PARTNERS ACQUISITION COMPANY INC. (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee (“Trustee”).Investment Management Trust Agreement • March 31st, 2005 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
The Company’s Registration Statement on Form S-1, No. 333-115319 (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (“Effective Date”); and
WARRANT AGREEMENT made as of ________ __, 2004 by and between TRINITY PARTNERS ACQUISITION COMPANY INC., a Delaware corporation, with offices at 245 Fifth Avenue, Suite 1500, New York, New York 10016 ("Company"), and AMERICAN STOCK TRANSFER & TRUST...Warrant Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
CUSIP __________________ SERIES B UNITS CONSISTING OF TWO SHARES OF CLASS B COMMON STOCK, ONE CLASS W WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AND ONE CLASS Z WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT...Series B Unit Certificate • May 10th, 2004 • Trinity Partners Acquistion CO Inc.
Each Series B Unit ("Series B Unit") consists of two (2) shares of Class B common stock, par value $.0001 per share ("Class B Common Stock"), of Trinity Partners Acquisition Company Inc., a Delaware corporation (the "Company"), one (1) Class W Warrant (the "Class W Warrant") and one (1) Class Z Warrant (the "Class Z Warrant"). Each Class W Warrant and Class Z Warrant entitles the holder to purchase one (1) share of common stock, par value $.0001 per share (the "Common Stock") for $5.00 per share (subject to adjustment). Each Class W Warrant and Class Z Warrant will become exercisable on the later of (a) [_____], 2005 or (b) the earlier of the Company's completion of a business combination or the distribution of funds held by that certain trust fund on behalf of the holders of the Company's Class B Common Stock. The Class W Warrants will expire unless exercised before 5:00 p.m., New York City time, on [_____], 2009, or earlier upon redemption, and the Class Z Warrants will expire unless
AGREEMENT AND PLAN OF MERGER BY AND AMONG ADVENTURE HOLDINGS, S.A. THE SHAREHOLDERS OF ADVENTURE HOLDINGS, S.A. and TRINITY PARTNERS ACQUISITION COMPANY INC. Dated as of March 24, 2005Merger Agreement • March 31st, 2005 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 24, 2005, by and among Adventure Holdings, S.A., a corporation organized under the laws of the Republic of the Marshall Islands (“Adventure”), V Capital S.A., a corporation organized under the laws of the Republic of the Marshall Islands, (“V Capital”), G Bros S.A., a corporation organized under the laws of the Republic of the Marshall Islands, (“G Bros”), George D. Gourdomichalis (“G. Gourdomichalis”), Stathis D. Gourdomichalis (“S. Gourdomichalis”) and Ion G. Varouxakis (“Varouxakis” and together with V Capital, G Bros, G. Gourdomichalis, S. Gourdomichalis and Varouxakis, and together with the permitted successors and assigns under Section 6.13 below, each an “Adventure Shareholder” and collectively, the “Adventure Shareholders”) and Trinity Partners Acquisition Company Inc., a corporation organized under the laws of the State of Delaware (“Trinity”).
