Industrial Services Acquisition Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 24th, 2007 • Industrial Services Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among: Industrial Services Acquisition Corp., a Delaware corporation (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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WARRANT AGREEMENT
Warrant Agreement • January 24th, 2007 • Industrial Services Acquisition Corp. • Blank checks • New York

This Warrant Agreement made as of ________, 2007 (this “Warrant Agreement”) between INDUSTRIAL SERVICES ACQUISITION CORP., a Delaware corporation, with offices at 2807 El Presidio St., Carson, CA 90810 (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).

UNDERWRITING AGREEMENT between INDUSTRIAL SERVICES ACQUISITION CORP. and WEDBUSH MORGAN SECURITIES INC. Dated: _____________, 2005
Underwriting Agreement • August 22nd, 2005 • Industrial Services Acquisition Corp. • California

The undersigned, Industrial Services Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Wedbush Morgan Securities Inc. (being referred to herein variously as “you,”“Wedbush” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Wedbush is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

4,000,000 Units INDUSTRIAL SERVICES ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 2007 • Industrial Services Acquisition Corp. • Blank checks • New York

The undersigned, Industrial Services Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:

WARRANT AGREEMENT
Warrant Agreement • August 22nd, 2005 • Industrial Services Acquisition Corp. • New York

Agreement made as of ___________ , 2005 between Industrial Services Acquisition Corp., a Delaware corporation, with offices at 2807 El Presidio, Carson, California 90810 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“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,...
Industrial Services Acquisition Corp. • January 24th, 2007 • Blank checks • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) __________, 2008 AND (II) THE CONSUMMATION BY INDUSTRIAL SERVICES 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)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON __________, 2012.

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 22nd, 2005 • Industrial Services Acquisition Corp. • Delaware
INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 24th, 2007 • Industrial Services Acquisition Corp. • Blank checks • New York
PLACEMENT UNIT AGREEMENT
Placement Unit Agreement • January 24th, 2007 • Industrial Services Acquisition Corp. • Blank checks • New York

PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this ___ day of _____________, 2007 by and among Industrial Services Acquisition Corp., a Delaware corporation (the “Company”), Maxim Group LLC (“Maxim”) and the undersigned (the “Purchasers”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • July 7th, 2006 • Industrial Services Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of _____, 2006 (the "Agreement"), by and among INDUSTRIAL SERVICES ACQUISITION CORP., a Delaware corporation (the "Company"), ROSS BERNER, MARK MCKINNEY, BURKE SMITH, MICHAEL MAGERMAN, RONALD C. KESSELMAN, JOHN WALKER, JERALD M. WEINTRAUB, JEFF DAVENPORT , J. ERIC LASTITION and COLLIN RIGLER (collectively the "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Escrow Agent").

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • January 24th, 2007 • Industrial Services Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of _____, 2007 (the “Agreement”), by and among INDUSTRIAL SERVICES ACQUISITION CORP., a Delaware corporation (the “Company”), ROSS BERNER, MARK MCKINNEY, BURKE SMITH, MICHAEL MAGERMAN, RONALD C. KESSELMAN, JERALD M. WEINTRAUB and J. ERIC LASTITION (collectively the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).

August __, 2005 Wedbush Morgan Securities Inc.
Industrial Services Acquisition Corp. • August 22nd, 2005
Industrial Services Acquisition Corp.
Industrial Services Acquisition Corp. • August 22nd, 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 Industrial Services Acquisition Corp. ("Company") and continuing until (the "Termination Date") the earlier of the consummation by the Company of a "Business Combination" or the Company's liquidation (as described in the Company's IPO prospectus), AMCO Distribution Services, Inc. shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 2807 El Presidio Street, Carson, CA 90810. In exchange therefore, the Company shall pay AMCO Distribution Services, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • August 22nd, 2005 • Industrial Services Acquisition Corp. • Delaware

STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among Industrial Services Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

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