Form of Registration Rights Agreement]Registration Rights Agreement • April 11th, 2008 • Open Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _______________, 2008, by and between Open Acquisition Corp. (the “Company”), Open Acq, LLC (the “Sponsor”), the persons listed in Schedule I hereto (the “Founding Securityholders”) and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated by Section 6.2 of this Agreement (each such party who holds Registrable Securities (as defined below), a “Holder” and, collectively, the “Holders”).
Form of Letter Agreement for Directors]Open Acquisition Corp. • April 11th, 2008 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2008 (the “Underwriting Agreement”), by and between Open Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. (“Deutsche Bank”), as representative of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one share of Common Stock.
Form of Warrant Agreement]Warrant Agreement • April 11th, 2008 • Open Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2008, by and between Open Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Form of Letter Agreement for Administrative Services]Open Acquisition Corp. • April 11th, 2008 • Blank checks • New York
This letter sets forth the agreement (the “Agreement”) between Open Acquisition Corp., a Delaware corporation (the “Company”), and Open Acq LLC, a Delaware limited liability company, in connection with the services to be provided by Open Acq LLC. The Company expects to complete an offering of units (the “Offering”) to be listed on the American Stock Exchange. This letter will confirm our agreement that, commencing on the closing of the initial public offering of the securities of the company (the “Closing Date”) pursuant to a registration statement on Form S-1, File No. 333-148921 (the “Registration Statement”) relating to the Offering and continuing until the earlier of the consummation by the Company of a Business Combination or the Company’s liquidation (the “Termination Date”), Open Acq LLC shall:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT]Investment Management Trust Agreement • April 11th, 2008 • Open Acquisition Corp. • Blank checks • New York
Form of Letter Agreement for Open Acq LLC]Open Acquisition Corp. • April 11th, 2008 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2008 (the “Underwriting Agreement”), by and between Open Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. (“Deutsche Bank”), as representative of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one share of Common Stock.
