REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among Union Street Acquisition Corp., a Delaware corporation (the “Company”), and each of the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Union Street Acquisition Corp. 12,500,000 Units UNDERWRITING AGREEMENT dated , 2006 Banc of America Securities LLC Morgan Joseph & Co., Inc.Underwriting Agreement • January 5th, 2007 • Union Street Acquisition Corp. • Blank checks • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT, made and entered into this day of , 2006 (“Agreement”), by and between UNION STREET ACQUISITION CORP., a Delaware corporation (the “Company”) and the undersigned (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • January 5th, 2007 • Union Street Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT is made as of , 2007 between Union Street Acquisition Corp., a Delaware corporation, with offices at 102 South Union Street, Alexandria, Virginia 22314 (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 5th, 2007 • Union Street Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 5th, 2007 • Union Street Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT is made as of , 2007 (the “Agreement”), by and among Union Street Acquisition Corp., a Delaware corporation (the “Company”), Union Street Capital Management, LLC, a Delaware limited liability company, (“USCM”), John T. Schwieters, Eran Broshy and David B. Kay (Messrs. Schwieters, Broshy and Kay collectively the “Directors,” and together with USCM, the “Existing Holders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • January 5th, 2007 • Union Street Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of , 2007 between UNION STREET ACQUISITION CORP., a Delaware corporation (the “Company”), and UNION STREET CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Purchaser”).
February 26, 2008Union Street Acquisition Corp. • March 17th, 2008 • Blank checks
This letter will confirm the agreement of the undersigned to purchase 375,000 shares of common stock of Union Street Acquisition Corp. (the “Company”) (the “Shares”) from the Company at a price of $8.00 per share upon the terms and conditions set forth herein.
FORM OF INSIDER LETTERUnion Street Acquisition Corp. • January 5th, 2007 • Blank checks
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG UNION STREET ACQUISITION CORP., RAZOR BUSINESS STRATEGY CONSULTANTS LLC, AND THE MEMBERS OF RAZOR BUSINESS STRATEGY CONSULTANTS LLC DATED AS OF FEBRUARY 26, 2008Membership Interest Purchase Agreement • March 17th, 2008 • Union Street Acquisition Corp. • Blank checks • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2008, by and among Union Street Acquisition Corp., a Delaware corporation, or its designee (“Buyer”), Razor Business Strategy Consultants LLC, a Texas limited liability company (the “Company”), the undersigned members of the Company (each, a “Seller” and collectively, the “Sellers”) and the Representatives (as defined in Section 1.4), solely in their capacity as Representatives to acknowledge their duties and obligations related to the same.
AGREEMENTAgreement • June 24th, 2008 • Union Street Acquisition Corp. • Services-management consulting services • Delaware
THIS AGREEMENT (this “Agreement”), dated as of June 23, 2008, is made by and among UNION STREET ACQUISITION CORP., a Delaware corporation, (“USQ”), ARGENBRIGHT, INC., a Georgia corporation, (“Argenbright”), and ARCHWAY MARKETING SERVICES, INC., a Delaware corporation, (the “Company” and, together with USQ and Argenbright, the “Parties”).
Argenbright, Inc. LETTERHEAD]Union Street Acquisition Corp. • June 24th, 2008 • Services-management consulting services
Argenbright, Inc. LETTERHEAD]Union Street Acquisition Corp. • September 15th, 2008 • Services-management consulting services
Reference is made to (i) that certain Stock Purchase Agreement, dated February 26, 2008, by and among Union Street Acquisition Corp. (“USQ”), Argenbright, Inc. (“Argenbright”) and Archway Marketing Services, Inc. (“Archway”) (the “Stock Purchase Agreement”), whereby, among other things, USQ agreed to purchase from Argenbright all of the issued and outstanding shares of capital stock of Archway (the “Acquisition”) and (ii) that certain agreement, dated as of June 23, 2008, by and among USQ, Argenbright and Archway whereby USQ agreed to waive Argenbright’s compliance with certain provisions of the Stock Purchase Agreement and to release all claims that USQ may have against Argenbright in connection with the presentation of an alternative transaction by certain principals of USQ to Argenbright (the “Waiver”). As consideration for such agreement, Argenbright agreed to waive the payment by USQ of the termination fee pursuant to Section 8.3(b) of the Stock Purchase Agreement.
Archway Marketing Holdings, Inc. LETTERHEAD]Union Street Acquisition Corp. • September 15th, 2008 • Services-management consulting services
We acknowledge that Union Street Acquisition Corp. (“USQ”) had previously entered into that certain Stock Purchase Agreement, dated February 26, 2008, by and among USQ, Argenbright, Inc. (“Argenbright”) and Archway Marketing Services, Inc. (“Archway”) (the “Stock Purchase Agreement”), whereby, among other things, USQ agreed to purchase from Argenbright all of the issued and outstanding shares of capital stock of Archway. In connection with the negotiation, execution and delivery of the Stock Purchase Agreement, we acknowledge that USQ had committed its resources, time and effort in furtherance of trying to consummate the transactions set forth in the Stock Purchase Agreement, including performing legal and financial due diligence on Archway, which resources, time and effort have benefited us in connection with our execution and delivery of that certain Agreement and Plan of Merger, by and among Archway Marketing Holdings, Inc. (“HoldCo”), Archway Marketing Acquisition, Inc., a wholly-o
UNION STREET ACQUISITION CORP.Union Street Acquisition Corp. • October 31st, 2006 • Blank checks
STOCK PURCHASE AGREEMENT BY AND AMONG UNION STREET ACQUISITION CORP., ARGENBRIGHT, INC. AND ARCHWAY MARKETING SERVICES, INC. relating to the purchase and sale of 100% of the outstanding shares of ARCHWAY MARKETING SERVICES, INC. DATED AS OF FEBRUARY...Stock Purchase Agreement • February 27th, 2008 • Union Street Acquisition Corp. • Blank checks • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2008, by and among Union Street Acquisition Corp., a Delaware corporation (“Buyer”), Argenbright, Inc., a Georgia corporation (the “Seller”) and Archway Marketing Services, Inc, a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENTSubscription Agreement • October 31st, 2006 • Union Street Acquisition Corp. • Blank checks • Delaware
By his or her signature on this Subscription Agreement and Letter of Investment Intent (the “Subscription Agreement”), the undersigned (the “Subscriber”) hereby confirms Subscriber’s subscription to purchase three million one hundred and twenty-five thousand (3,125,000) shares of $0.0001 par value common stock (the “Shares”) of Union Street Acquisition Corp., a Delaware corporation (the “Company”) from Union Street Capital Management, LLC (“USCM”), for the sum of $0.008 per share, a purchase price of $25,000.00, in the aggregate, in accordance with the following terms.
ARCHWAY MARKETING HOLDINGS, INC.Union Street Acquisition Corp. • November 5th, 2008 • Services-management consulting services
Reference is made to the letter agreement dated September 14, 2008 pursuant to which we agreed to pay to Union Street Acquisition Corp. (“USQ”) a fee of $750,000 upon the closing of the transactions contemplated by the Agreement and Plan of Merger dated September 14, 2008, by and among Archway Marketing Holdings, Inc. (“HoldCo”), Archway Marketing Acquisition, Inc., a wholly-owned subsidiary of HoldCo (“MergerSub”), Argenbright, Inc. and Archway Marketing Services, Inc. (“Archway”), whereby MergerSub will merge with and into Archway with Archway continuing as the surviving entity.
