FORM OF LETTER AGREEMENT] [DIRECTORS] [BARKER, MASON and RAMAGE]Letter Agreement • November 30th, 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) [_________________] Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
WARRANT AGREEMENTWarrant Agreement • November 30th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
WARRANT AGREEMENT, dated as of [_______], 2007 (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 • November 30th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT, dated as of [________], 2007, between SYMMETRY HOLDINGS INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as trustee (the “Trustee”).
FORM OF LETTER AGREEMENT] [EXISTING STOCKHOLDER] [PLAYFORD SPAC PORTFOLIO LTD.]Letter Agreement • November 30th, 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.
ContractStock Escrow Agreement • November 30th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York
STOCK ESCROW AGREEMENT dated as of [_______], 2007 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, Robert W. Ramage, Jr. and Donald C. Bailey (collectively, the “Existing Stockholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a [______], as escrow agent (the “Escrow Agent”).
AMENDMENT NO. 1 TO PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • November 30th, 2006 • Symmetry Holdings Inc • Non-operating establishments
Reference is made to the Promissory Note and Security Agreement, dated May 31, 2006 (“Promissory Note”) between SYMMETRY HOLDINGS INC. (the “Maker”) and GILBERT E. PLAYFORD (the “Payee”), which is hereby amended as follows:
