REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: DG Acquisition Corp., a Delaware corporation (the "Company"); and the undersigned parties listed...Registration Rights Agreement • June 30th, 2005 • DG Acquisition Corp. • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2005 • DG Acquisition Corp. • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2005 by and between DG Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration statement on...Investment Management Trust Agreement • June 30th, 2005 • DG Acquisition Corp. • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among DG ACQUISITION CORP., a Delaware corporation ("Company"), DRAKE FAMILY CAPITAL APPRECIATION TRUST, GRAHAM FAMILY TRUST II, MARK R. GRAHAM, PETER...Stock Escrow Agreement • June 30th, 2005 • DG Acquisition Corp. • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • June 30th, 2005 • DG Acquisition Corp. • New York
June 20, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: DG Acquisition Corp. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of DG Acquisition Corp....DG Acquisition Corp. • June 30th, 2005
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of DG Acquisition Corp. ("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 tradable 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.
EXHIBIT 1.1 Underwriting AgreementUnderwriting Agreement • November 2nd, 2005 • DG Acquisition Corp. • Blank checks • California
WARRANT AGREEMENT Agreement made as of _____________, 2005 between DG Acquisition Corp., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 2650, New York, New York 10174 ("Company"), and Continental Stock Transfer & Trust Company, a...Warrant Agreement • June 30th, 2005 • DG Acquisition Corp. • New York
EXHIBIT 1.2 Merriman Curhan Ford & Co. 600 California Street, 9th Floor San Francisco, California 94108 DG Acquisition Corp.-- ---------------------- Selected Dealers Letter Agreement --------------------------------- Ladies and Gentlemen: In...DG Acquisition Corp. • November 2nd, 2005 • Blank checks • California
OFDG Acquisition Corp. • June 30th, 2005 • New York
Exhibit 4.8 CLASS A WARRANT AGREEMENT Class A Warrant Agreement ("Agreement") made as of _____________, 2005 between DG Acquisition Corp., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 2650, New York, New York 10174 ("Company"),...Class a Warrant Agreement • November 2nd, 2005 • DG Acquisition Corp. • Blank checks • New York
Exhibit 4.9 CLASS B WARRANT AGREEMENT Class B Warrant Agreement ("Agreement") made as of _____________, 2005 between DG Acquisition Corp., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 2650, New York, New York 10174 ("Company"),...Class B Warrant Agreement • November 2nd, 2005 • DG Acquisition Corp. • Blank checks • New York
DG ACQUISITION CORP. Blue Alternative Asset Management LLC 420 Lexington Avenue Suite 2650 New York, New York 10170 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration...DG Acquisition Corp. • June 30th, 2005
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of DG Acquisition Corp. ("DG") and continuing until the earlier of the consummation by DG of a "Business Combination" or DG's liquidation (as described in DG's IPO prospectus) (the "Termination Date"), Blue Alternative Asset Management LLC shall make available to DG certain office space, utilities and secretarial support as may be required by DG from time to time, situated at 420 Lexington Avenue, Suite 2650, New York, New York 10170. In exchange therefore, DG shall pay Blue Alternative Asset Management LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
