EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2004 • Millstream II Acquisition CORP • Blank checks • New York
MILLSTREAM II ACQUISITION CORPORATION 400 Building LLC c/o Arthur Spector 435 Devon Park Drive Building 400 Wayne, Pennsylvania 19087 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the...Service Agreement • October 25th, 2004 • Millstream II Acquisition CORP
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2004, by and among: Millstream II Acquisition Corporation, a Delaware corporation (the "Company"); and the undersigned...Registration Rights Agreement • October 25th, 2004 • Millstream II Acquisition CORP • New York
October 4, 2004 EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 Re: Millstream II Acquisition Corporation ------------------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to...Warrant Purchase Agreement • October 25th, 2004 • Millstream II Acquisition CORP
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Millstream II Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2004 by and between Millstream II Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • December 8th, 2004 • Millstream II Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ____________, 2004 ("Agreement"), by and among MILLSTREAM II ACQUISITION CORPORATION, a Delaware corporation ("Company"), ARTHUR SPECTOR, the SPECTOR FAMILY TRUST, ROBERT E. KEITH, JR., DON K....Stock Escrow Agreement • December 8th, 2004 • Millstream II Acquisition CORP • Blank checks • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2004 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 600 Third Avenue, 33rd Floor, New York, New...Selected Dealers Agreement • December 8th, 2004 • Millstream II Acquisition CORP • Blank checks • New York
300,000 UNITS OFPurchase Option Agreement • December 8th, 2004 • Millstream II Acquisition CORP • Blank checks • New York
WARRANT AGREEMENT Agreement made as of __________ ___, 2004 between Millstream II Acquisition Corporation, a Delaware corporation, with offices at 435 Devon Park Drive, Building 400, Wayne, Pennsylvania 19087 ("Company"), and Continental Stock...Warrant Agreement • December 8th, 2004 • Millstream II Acquisition CORP • Blank checks • New York
AMENDMENT TO UNIT PURCHASE OPTIONSUnit Purchase Options • November 29th, 2006 • Millstream II Acquisition CORP • Blank checks
This AMENDMENT TO UNIT PURCHASE OPTIONS (this ‘‘Amendment’’), dated October 4, 2006, is made by and between Millstream II Acquisition Corporation (the ‘‘Company’’) and the holders designated on the signature page hereof (‘‘Holders’’), to those certain Unit Purchase Options referred to below.
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • November 29th, 2006 • Millstream II Acquisition CORP • Blank checks • New York
October 2, 2006, is to the Warrant Agreement, dated as of December 17, 2004 (the “Warrant Agreement”), by and between MILLSTREAM II ACQUISITION CORPORATION, a Delaware corporation (“Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Warrant Agent”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 16th, 2006 • Millstream II Acquisition CORP • Blank checks • Pennsylvania
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of the 15th day of November, 2006, among MILLSTREAM II ACQUISITION CORPORATION, a Delaware corporation (“Parent”), MILLSTREAM II MERGER SUB, INC., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Sub”), and SPECIALTY SURFACES INTERNATIONAL, INC., a Pennsylvania corporation (the “Company”).
