11,000,000 Units(1) Common Stock Warrants FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
This registration rights agreement (this ‘‘Agreement’’) is entered into as of the day of , 2006, by and among Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘COMPANY’’) and each of the undersigned parties listed under Initial Stockholders on the signature page hereto (each, an ‘‘INITIAL STOCKHOLDER’’ and collectively, the ‘‘INITIAL STOCKHOLDERS’’).
FORM OF WARRANT AGREEMENTWarrant Agreement • October 5th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
Agreement made as of , 2006 between Bank Street Telecom Funding Corp., a Delaware corporation, with offices at One Landmark Square, 18th Floor, Stamford, Connecticut 06901, (‘‘Company’’), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, NY 10004 (‘‘Warrant Agent’’).
Exhibit 10.5 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _________, 2006 by and between Bank Street Telecom Funding Corp. (the "Company") and Continental Stock Transfer and Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • June 2nd, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
This registration rights agreement (this "Agreement") is entered into as of the day of , 2005, by and among Bank Street Telecom Funding Corp., a Delaware corporation (the "COMPANY") and each of the undersigned parties listed under Initial Stockholders on the signature page hereto (each, an "INITIAL STOCKHOLDER" and collectively, the "INITIAL STOCKHOLDERS").
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH EXISTING NON-MANAGEMENT STOCKHOLDER]Letter Agreement • June 2nd, 2006 • Bank Street Telecom Funding 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 Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘Company’’), and Citigroup Global Markets Inc., as Underwriter (the ‘‘Underwriter’’), 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 warrant, each of which is exercisable for one share of Common Stock (the ‘‘WARRANT’’). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE OFFICERS, DIRECTORS AND SPECIAL ADVISORS]Letter Agreement • June 2nd, 2006 • Bank Street Telecom Funding 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 Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘Company’’), and Citigroup Global Markets Inc., as Underwriter (the ‘‘Underwriter’’), 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 warrant, each of which is exercisable for one share of Common Stock (the ‘‘Warrant’’). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 2nd, 2006 • Bank Street Telecom Funding Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the ‘‘Underwriting Agreement’’) between Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘Company’’), and Citigroup Global Markets Inc. (the ‘‘Underwriter’’) 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 warrant, each of which is exercisable for one share of Common Stock (each, a ‘‘Warrant’’).
THE BANK STREET GROUP LLC OFFICE SERVICE AGREEMENTOffice Service Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
This Agreement is dated July 18, 2005 and is entered into between The Bank Street Group LLC ("BSG") and Bank Street Telecom Funding Corp. ("Client").
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 2nd, 2006 • Bank Street Telecom Funding Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the ‘‘Underwriting Agreement’’) between Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘Company’’), and Citigroup Global Markets Inc. (the ‘‘Underwriter’’) 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 warrant, each of which is exercisable for one share of Common Stock (each, a ‘‘Warrant’’).
BANK STREET TELECOM FUNDING CORP. FORM OF FOUNDING WARRANT PURCHASE AGREEMENTFounding Warrant Purchase Agreement • April 17th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
THIS FOUNDING WARRANT PURCHASE AGREEMENT (the ‘‘Agreement’’) is made as of April , 2006 between Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘Company’’), on the one hand, and BSTFC Management LLC, R.C. Mark Baker, Sir John Baring, Bt., Royce J. Holland, Joel D. Gross and Brett Cohen on the other hand (collectively, the ‘‘Purchasers’’ or individually, a ‘‘Purchaser’’). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.
CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") between Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), and CRT Capital Group LLC (the "Underwriter") 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 two warrants, each of which is exercisable for one share of Common Stock (each, a "Warrant").
CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") between Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), and CRT Capital Group LLC (the "Underwriter") 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 two warrants, each of which is exercisable for one share of Common Stock (each, a "Warrant").
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • April 17th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT (this ‘‘Agreement’’) is made as of April , 2006, by and among Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘Company’’), the parties listed in Exhibit A attached hereto (each, an ‘‘Initial Stockholder’’ and collectively, the ‘‘Initial Stockholders’’) and Continental Stock Transfer & Trust Company (the ‘‘Escrow Agent’’), a New York corporation.
CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902 Re: Bank Street Telecom Funding Corp. Ladies and Gentlemen:Warrant Purchase Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks
This letter agreement (this "Warrant Purchase Letter") is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-127238) (as may be amended and supplemented from time to time, the "Registration Statement") that was initially filed by Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") on August 5, 2005, which relates 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 two warrants, each of which is exercisable for one share of Common Stock ("Warrant"). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth on Schedule 1 hereto.
Bank Street Telecom Funding Corp. Lock-Up AgreementLock-Up Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
The undersigned understands that CRT Capital Group LLC (the "Underwriter") and Bank Street Telecom Funding Corp. (the "Company") have entered into an Underwriting Agreement, dated , 2005 (the "Underwriting Agreement"), relating to an underwritten public offering (the "IPO") of 15,000,000 units (the "Units") of the Company. Each Unit consists of one share of the Company's Common Stock, par value $.0001 per share ("Common Stock"), and two warrants to purchase one share of Common Stock (each, a "Warrant"), all as more fully described in the Company's final Prospectus, dated , 2005 (the "Prospectus") comprising part of the Company's Registration Statement on Form S-1 (File No. 333-127238) under the Securities Act of 1933, as amended (the "Registration Statement"), declared effective on , 2005 (the "Effective Date").
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 17th, 2006 • Bank Street Telecom Funding Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") between Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), and Citigroup Global Markets Inc. (the "Underwriter") 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 warrant, each of which is exercisable for one share of Common Stock (each, a "Warrant").
