REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2008 • K Road Acquisition CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ] 2008, by and among K Road Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned listed under Investor on the signature page hereto (the “Investor”).
Units K Road Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2008 • K Road Acquisition CORP • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • May 9th, 2008 • K Road Acquisition CORP • Blank checks • New York
This Warrant Agreement (the “Agreement”) made as of , 2008, between K Road Acquisition Corporation, a Delaware corporation, with offices at 330 Madison Avenue, 25th Floor, New York, NY 10017 (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”).
K Road Acquisition Corporation New York, NY 10017Underwriting Agreement • May 9th, 2008 • K Road Acquisition CORP • Blank checks
The undersigned officer and/or director of K Road Acquisition Corporation (the “Company”), in consideration of Credit Suisse Securities (USA) LLC (“Credit Suisse” or the “Underwriter”) entering into an agreement to underwrite an initial public offering (the “IPO”) of 30,000,000 Units (34,500,000 if the over-allotment option is exercised in full), each unit comprised of one share of the Company’s Common Stock (the “Common Stock”) and one warrant exercisable for one share of the Company’s Common Stock (“Warrant”) and embarking on, undertaking and continuing to participate in the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 12 hereof):
K Road Acquisition Corporation New York, New York 10017 January 24, 2008Securities Subscription Agreement • April 8th, 2008 • K Road Acquisition CORP • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 8,625,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of K Road Acquisition Corporation, a Delaware corporation (the “Company”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 8th, 2008 • K Road Acquisition CORP • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of , 2008 (the “Agreement”), by and among K Road Acquisition Corporation, a Delaware corporation (the “Company”), K Road Acquisition Holdings LLC (the “Sponsor”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • May 9th, 2008 • K Road Acquisition CORP • Blank checks • Delaware
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this [ ]th day of [ ], 2008 by and between K Road Acquisition Corporation, a Delaware corporation (the “Company”), having its principal place of business at 330 Madison Avenue, New York, New York 10017, and K Road Acquisition Holdings LLC (“Subscriber”), having its principal place of business at 330 Madison Avenue, New York, New York 10017.
K Road Acquisition Holdings LLCService Agreement • May 9th, 2008 • K Road Acquisition CORP • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 8th, 2008 • K Road Acquisition CORP • Blank checks • New York
This Agreement is made as of , 2008 by and between K Road Acquisition Corporation (the “Company”), whose principal office is located at 333 Madison Avenue, 25th Floor, New York, New York 10017, and Continental Stock Transfer & Trust Company (“Trustee”), located at 17 Battery Place, New York, New York 10004.
