REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2008 • Sports Properties Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of January 2008, by and among Sports Properties 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”).
WARRANT AGREEMENTWarrant Agreement • January 24th, 2008 • Sports Properties Acquisition Corp. • Blank checks • New York
This Warrant Agreement made as of January 17, 2008, between Sports Properties Acquisition Corp., a Delaware corporation, with offices at 437 Madison Avenue, New York, New York 10022 (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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2007 • Sports Properties Acquisition Corp. • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 12th day of September, 2007 for the benefit of Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 437 Madison Avenue, New York, NY 10022 by Richard Mack (the “Subscriber”).
Sports Properties Acquisition Corp. 23,000,000 Units UNDERWRITING AGREEMENT dated [ ] Banc of America Securities LLCUnderwriting Agreement • December 14th, 2007 • Sports Properties Acquisition Corp. • Blank checks • New York
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 17th, 2008 • Sports Properties Acquisition Corp. • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this day of , 2008 for the benefit of Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 437 Madison Avenue, New York, NY 10022 by (the “Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2008 • Sports Properties Acquisition Corp. • Blank checks • New York
This Agreement is made as of January 17, 2008, by and between Sports Properties Acquisition Corp. (the “Company”) whose principal office is located at 437 Madison Avenue, New York, New York 10022 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004.
Sports Properties Acquisition Corp. 23,000,000 Units UNDERWRITING AGREEMENT dated January 17, 2008 Banc of America Securities LLCUnderwriting Agreement • January 24th, 2008 • Sports Properties Acquisition Corp. • Blank checks • New York
FORM OF LETTER AGREEMENT]Letter Agreement • January 17th, 2008 • Sports Properties Acquisition Corp. • Blank checks • New York
The undersigned stockholder, officer and/or director of Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), in consideration of Banc of America Securities LLC (the “Underwriter”) agreeing to underwrite an initial public offering (“IPO”) of the Company’s units (“Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and one warrant exercisable for one share of Common Stock (“Warrant”), hereby agrees as follows (certain capitalized terms used herein are defined in Schedule 1 hereto):
FRAMEWORK AGREEMENT by and between SPORTS PROPERTIES ACQUISITIONS CORP. and MEDALLION FINANCIAL CORP. November 18, 2009Framework Agreement • November 18th, 2009 • Sports Properties Acquisition Corp. • Blank checks • Delaware
THIS FRAMEWORK AGREEMENT, dated as of November 18, 2009 (this “Agreement”), is by and between SPORTS PROPERTIES ACQUISITION CORP., a Delaware corporation (the “Company”), and MEDALLION FINANCIAL CORP., a Delaware corporation (the “Sponsor”).
SPORTS PROPERTIES ACQUISITION CORP. ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • January 24th, 2008 • Sports Properties Acquisition Corp. • Blank checks • New York
This Agreement is dated January 17, 2008 and is entered into between Medallion Financial Corp. (“Firm”) and Sports Properties Acquisition Corp. (“Client”). Firm and Client agree that Firm will provide to Client for and in consideration of the fees set forth herein, an exclusive license to use the offices as provided herein below and, in common with Firm’s other clients, the non-exclusive license to use Firm’s facilities and services as outlined below.
FORM OF SUPPLEMENT & AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • November 18th, 2009 • Sports Properties Acquisition Corp. • Blank checks • New York
This Supplement and Amendment to the Warrant Agreement dated as of , 2010 (the “Amendment”), is executed by Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2009 • Sports Properties Acquisition Corp. • Blank checks • New York
This Amendment (this “Amendment”), dated as of , 2010, to the Investment Management Trust Agreement (as defined below) is made by and among Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
SPORTS PROPERTIES ACQUISITION CORP.Underwriting Agreement • December 29th, 2009 • Sports Properties Acquisition Corp. • Local & suburban transit & interurban hwy passenger trans
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated January 17, 2008, between Sports Properties Acquisition Corp. (the “Company”) and Banc of America Securities LLC (“BAS”), as representative of the several underwriters, including Maxim Group LLC (the “Underwriter”) in the Company’s initial public offering (the “IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement. In addition, from and after the date of this letter, the term “Company” shall be deemed to include any successor to the Company.
AMENDMENT TO FRAMEWORK AGREEMENTFramework Agreement • January 7th, 2010 • Sports Properties Acquisition Corp. • Local & suburban transit & interurban hwy passenger trans • Delaware
THIS AMENDMENT TO FRAMEWORK AGREEMENT, dated as of January 7, 2010 (this “Amendment”), is by and between SPORTS PROPERTIES ACQUISITION CORP., a Delaware corporation (the “Company”), and MEDALLION FINANCIAL CORP., a Delaware corporation (the “Sponsor”).
Sports Properties Acquisition Corp. New York, NY 10022 December 18, 2009Underwriting Agreement • December 18th, 2009 • Sports Properties Acquisition Corp. • Local & suburban transit & interurban hwy passenger trans
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated January 17, 2008, between Sports Properties Acquisition Corp. (the “Company”) and Banc of America Securities LLC (“BAS”), as representative of the several underwriters in the Company’s initial public offering (the “IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement. In addition, from and after the date of this letter, the term “Company” shall be deemed to include any successor to the Company.
SPORTS PROPERTIES ACQUISITION CORP.Underwriting Agreement • December 29th, 2009 • Sports Properties Acquisition Corp. • Local & suburban transit & interurban hwy passenger trans
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated January 17, 2008, between Sports Properties Acquisition Corp. (the “Company”) and Banc of America Securities LLC (“BAS”), as representative of the several underwriters, including RBC Capital Markets Corporation, successor-in-interest to Ferris, Baker Watts Incorporated (the “Underwriter”) in the Company’s initial public offering (the “IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement. In addition, from and after the date of this letter, the term “Company” shall be deemed to include any successor to the Company.
FORM OF SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 27th, 2007 • Sports Properties Acquisition Corp. • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of , 2007 (the “Agreement”), by and among Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
SPORTS PROPERTIES ACQUISITION CORP.Underwriting Agreement • December 29th, 2009 • Sports Properties Acquisition Corp. • Local & suburban transit & interurban hwy passenger trans
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated January 17, 2008, between Sports Properties Acquisition Corp. (the “Company”) and Banc of America Securities LLC (“BAS”), as representative of the several underwriters, including GunnAllen Financial, Inc. (the “Underwriter”) in the Company’s initial public offering (the “IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement. In addition, from and after the date of this letter, the term “Company” shall be deemed to include any successor to the Company.
SPORTS PROPERTIES ACQUISITION CORP.Underwriting Agreement • December 29th, 2009 • Sports Properties Acquisition Corp. • Local & suburban transit & interurban hwy passenger trans
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated January 17, 2008, between Sports Properties Acquisition Corp. (the “Company”) and Banc of America Securities LLC (“BAS”), as representative of the several underwriters, including Ladenburg Thalmann & Co. Inc. (the “Underwriter”) in the Company’s initial public offering (the “IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement. In addition, from and after the date of this letter, the term “Company” shall be deemed to include any successor to the Company.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • January 24th, 2008 • Sports Properties Acquisition Corp. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of January 17, 2008 (the “Agreement”), by and among Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
