REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2008 • Orbit Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”), dated as of ___________, 2008, is made and entered into by and among Orbit Acquisition Corp., a Delaware corporation (the “Company”), Orbit Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the other parties listed under “Holders” on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement as contemplated by Section 4.02 of this Agreement (each such party and the Sponsor, a “Holder” and collectively the “Holders”).
RIGHT OF FIRST REVIEW AGREEMENT FOR ORBIT ACQUISITION CORP.Right of First Review Agreement • May 1st, 2008 • Orbit Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Orbit Acquisition Corp., a Delaware corporation (the “Company”), and JPMorgan Securities Inc., as representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 3 hereof.
ORBIT ACQUISITION CORP.Orbit Acquisition Corp. • May 1st, 2008 • Blank checks • New York
ORBIT ACQUISITION CORP. INITIAL UNIT SUBSCRIPTION AGREEMENTInitial Unit Subscription Agreement • May 1st, 2008 • Orbit Acquisition Corp. • Blank checks • New York
THIS INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 27th day of December 2007, by and between Orbit Acquisition Corp., a Delaware corporation (the “Company”), and Orbit Holdings, LLC (the “Purchaser”).
Form of Letter Agreement for Directors and Officers] [Insert Date]Underwriting Agreement • May 1st, 2008 • Orbit Acquisition 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 Orbit Acquisition Corp., a Delaware corporation (the “Company”) and JPMorgan Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 25,000,000 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 exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph [9][10] hereof.
Form of Letter Agreement for Sponsor] [Insert Date]Underwriting Agreement • May 1st, 2008 • Orbit Acquisition 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 Orbit Acquisition Corp., a Delaware corporation (the “Company”) and JPMorgan Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 25,000,000 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 exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • May 1st, 2008 • Orbit Acquisition Corp. • Blank checks • New York
This Securities Assignment Agreement (this “Agreement”), dated as of April 30, 2008, is made and entered into by and among Orbit Holdings, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
TRUST ACCOUNT AGREEMENT ORBIT ACQUISITION CORP. AND THE BANK OF NEW YORK, as Account AgentTrust Account Agreement • May 1st, 2008 • Orbit Acquisition Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of __________, 2008 by and between Orbit Acquisition Corp., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as account agent (the “Account Agent”).
ORBIT ACQUISITION CORP. SPONSOR’S WARRANTS SUBSCRIPTION AGREEMENTWarrants Subscription Agreement • May 1st, 2008 • Orbit Acquisition Corp. • Blank checks • New York
THIS SPONSOR’S WARRANTS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 26th day of February, 2008, by and between Orbit Acquisition Corp., a Delaware corporation (the “Company”), and Orbit Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
