FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ________, 2008, by and among National Security Solutions Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF WARRANT AGREEMENTWarrant Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • Delaware
This Warrant Agreement made as of , 2008, between National Security Solutions Inc., a Delaware corporation, with offices at 300 Delaware Avenue, Wilmington, Delaware 19801 (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (the “Warrant Agent”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this day of , 2008, for the benefit of National Security Solutions Inc., a Delaware corporation (the “Company”), having its principal place of business at 300 Delaware Avenue, Suite 1264, Wilmington, DE 19801, by (the “Subscriber”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • Delaware
This Agreement is made as of , 2008, by and between National Security Solutions Inc. (the “Company”) whose principal office is located at 300 Delaware Avenue, Wilmington, Delaware 19801 and American Stock Transfer & Trust Company (the “Trustee”) located at 59 Maiden Lane, New York, New York 10038.
Form of National Security Solutions Inc. 20,000,000 Units UNDERWRITING AGREEMENT dated [ ] Banc of America Securities LLCUnderwriting Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • New York
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 14th, 2008 • National Security Solutions Inc. • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this day of , 2007 (the “Closing Date”), for the benefit of National Security Solutions Inc., a Delaware corporation (the “Company”), having its principal place of business at 300 Delaware Avenue, Suite 1264, Wilmington DE 19801, by (the “Purchaser”).
FORM OF RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • Delaware
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of [•], 2008, by and among National Security Solutions Inc. (the “Company”), Medallion Financial Corp. (“Medallion”), November Group LTD (“November Group” and, together with Medallion, each an “Associated Entity” and, collectively, “Associated Entities”), Kenneth L. Boyda, Andrew M. Murstein, Larry D. Hall, Howard Safir, Adam Safir and David Rudnick (each an “Associated Person” and, collectively, the “Associated Persons” and, together with the Associated Entities, the “Associated Parties”) and each of the Independent Directors (as defined below) of the Company.
FORM OF SALE, TRANSFER AND ASSIGNMENT AGREEMENTSale, Transfer and Assignment Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks
THIS SALE, TRANSFER AND ASSIGNMENT AGREEMENT (this “Agreement”), dated as of February , 2008, by and between Medallion Financial Corp., a Delaware corporation (the “Transferor”), [ ] (the “Transferee”), and National Security Solutions Inc., a Delaware corporation (the “Corporation”).
FORM OF LETTER AGREEMENT] Dated , 2008Letter Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • Delaware
The undersigned stockholder, officer and/or director of National Security Solutions Inc., a Delaware corporation (the “Company”), in consideration of and as an inducement for 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):
FORM OF MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTManagement and Administrative Services Agreement • March 14th, 2008 • National Security Solutions Inc. • Delaware
This Agreement is dated [ ], 2008 and is entered into between Medallion Financial Corp. (“Firm”) and National Security Solutions Inc. (“Client”). Firm and Client agree that Firm will provide to Client for and in consideration of the fees set forth herein, the non-exclusive license to use Firm’s services as outlined below.
