WARRANT AGREEMENT GRASSMERE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of ________, 2011Warrant Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2011, is by and between Grassmere Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ________, 2011, is made and entered into by and among Grassmere Acquisition Corporation, a Delaware corporation (the “Company”), Grassmere Acquisition Holdings, LLC, a Missouri limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
5,000,000 Units Grassmere Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks • New York
Grassmere Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 5,000,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 750,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 9th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2011, by and between GRASSMERE ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks • Delaware
This AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENT, dated as of August 8, 2011 (this “Agreement”), is made and entered into by and between Grassmere Acquisition Corporation, a Delaware corporation (the “Company”) and Grassmere Acquisition Holdings, LLC, a Missouri limited liability company (the “Purchaser”).
Grassmere Acquisition Corporation Suite 400 Kansas City, Missouri 64112Underwriting Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Grassmere Acquisition Corporation, a Delaware corporation (the “Company”) and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 5,000,000 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 the Common Stock (each, a “Warrant”). The Units sold in the Public Offering shall be quoted and traded on the Over-the-Counter Bulletin Board quotation system pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks • New York
This Agreement is made effective as of ____________ by and between Grassmere Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
Grassmere Acquisition Corporation Suite 400 Kansas City, Missouri 64112Underwriting Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Grassmere Acquisition Corporation, a Delaware corporation (the “Company”) and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 5,000,000 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 the Common Stock (each, a “Warrant”). The Units sold in the Public Offering shall be quoted and traded on the Over-the-Counter Bulletin Board quotation system pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • June 9th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks
This Securities Assignment Agreement (this “Assignment”), dated as of June 6, 2011, is made and entered into by and among Grassmere Acquisition Holdings, LLC, a Missouri limited liability company (the “Seller”), and the party identified on the signature page hereto (the “Buyer”).
CONTRIBUTION AGREEMENTContribution Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks
This Contribution Agreement (this“Agreement”), dated as of August 8, 2011, is made and entered into by and between Grassmere Acqusition Corporation (the“Company”) and Grassmere Acquisition Holdings, LLC, a Missouri limited liability company (the“Sponsor”).
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 4th, 2011 • GRASSMERE ACQUISITION Corp • Delaware
This COMMON STOCK SUBSCRIPTION AGREEMENT, dated as of April 21, 2011 (this “Agreement”), is made and entered into by and between Grassmere Acquisition Corporation, a Delaware corporation (the “Company”), and Grassmere Acquisition Holdings, LLC, a Missouri limited liability company (the “Purchaser”).
CONTRIBUTION AGREEMENTContribution Agreement • August 17th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks
This Contribution Agreement (this“Agreement”), dated as of August 8, 2011, is made and entered into by and between Grassmere Acqusition Corporation (the“Company”) and the person listed under the heading Contributor on the signature page hereto (the“Contributor”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 4th, 2011 • GRASSMERE ACQUISITION Corp • Delaware
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of April 21, 2011 (the “Effective Date”) by and between Grassmere Partners, LLC (the “Licensor”), and Grassmere Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“Corporation”) (each a “party,” and collectively, the “parties”).
GRASSMERE ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKUnit Certificate • June 9th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks
Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Grassmere Acquisition Corporation, a Delaware corporation (the “Company”), and one warrant (the “Warrants”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The C
GRASSMERE ACQUISITION CORPORATIONAdministrative Services Agreement • June 9th, 2011 • GRASSMERE ACQUISITION Corp • Blank checks
