FORM OF LETTER AGREEMENT] [PLAYFORD]Letter Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto (the “Underwriters”), for whom FTN Midwest Securities Corp. is acting as representative (the “Representative”), relating to a proposed firm commitment underwritten initial public offering (the “IPO”) of units (the “Units”), each comprised of one share of the Company’s common stock, par value $0. 001 per share (the “Common Stock”), and one warrant, which is initially exercisable to purchase one share of Common Stock. Capitalized terms used herein that are not defined herein shall have the meanings set forth on Schedule 1 attached hereto.
SYMMETRY HOLDINGS INC. (a Delaware corporation) 17,250,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
WARRANT AGREEMENTWarrant Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
WARRANT AGREEMENT, dated as of [_______], 2006 (this “Agreement”), between SYMMETRY HOLDINGS INC., a Delaware corporation, with offices at c/o 432 Scarborough Road, Briarcliff Manor, NY 10510 (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a [_______], with offices at 17 Battery Place, New York, NY 10004 (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT, dated as of [________], 2006, between SYMMETRY HOLDINGS INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2006, among SYMMETRY HOLDINGS INC., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page or pages hereto (collectively, the “Investors”).
ContractStock Escrow Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
STOCK ESCROW AGREEMENT dated as of _______, 2006 among Symmetry Holdings Inc., a Delaware corporation (the “Company”), Corrado De Gasperis, Gilbert E. Playford, Playford SPAC Portfolio Ltd., Domenico Lepore, Scott C. Mason, M. Ridgway Barker and Donald C. Bailey (collectively, the “Existing Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a [______], as escrow agent (the “Escrow Agent”).
FORM OF PURCHASE OPTION TO BE ISSUED TO THE STOCKHOLDERS]Purchase Option Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY THE COMPANY (AS DEFINED HEREIN) OF ITS INITIAL BUSINESS COMBINATION (AS DEFINED HEREIN) AND (II) [______], 2007.
FORM OF PURCHASE OPTION TO BE ISSUED TO THE REPRESENTATIVE]Purchase Option Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY THE COMPANY (AS DEFINED HEREIN) OF ITS INITIAL BUSINESS COMBINATION (AS DEFINED HEREIN) AND (II) [______], 2007.
FORM OF LETTER AGREEMENT] [LAVECCHIA AND MCDEVITT]Letter Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto (the “Underwriters”), for whom FTN Midwest Securities Corp. is acting as representative (the “Representative”), relating to a proposed firm commitment underwritten initial public offering (the “IPO”) of units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is initially exercisable to purchase one share of Common Stock. Capitalized terms used herein that are not defined herein shall have the meanings set forth on Schedule 1 attached hereto.
ILUT LOGO]Service Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”), made as of September 15, 2006 (“Effective Date”), by and between Domenico Lepore, an individual, residing at Via Ottaviano Vimercati, 8, 20126 Milan, Italy (“Licensor”), and Symmetry Holdings Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business located at 432 Scarborough Road, Briarcliff Manor, NY 10510 (“Licensee”).
