INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 29th, 2007 • GSC Acquisition Co • Blank checks • New York
Pursuant to Section 3(ii) of the Investment Management Trust Agreement between GSC Acquisition Company (the “Company”) and American Stock Transfer & Trust Company dated as of , 2007 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $_______________, to __________________ via wire transfer on ____________, 200_.
GSC ACQUISITION COMPANY REPURCHASE AGREEMENTRepurchase Agreement • May 29th, 2007 • GSC Acquisition Co • Blank checks • New York
THIS REPURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2007, is entered into by and between GSC Acquisition Company, a Delaware corporation (the “Company”), James K. Goodwin, Edward A. Mueller, and Richard A. McKinnon (each a “Seller” and collectively the “Sellers”).
GSC ACQUISITION COMPANY REPURCHASE AGREEMENT AND AMENDMENT TO INITIAL FOUNDER’S SECURITIES PURCHASE AGREEMENTRepurchase Agreement • May 29th, 2007 • GSC Acquisition Co • Blank checks • New York
THIS REPURCHASE AGREEMENT AND AMENDMENT TO INITIAL FOUNDER’S SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2007, is entered into by and between GSC Acquisition Company, a Delaware corporation (the “Company”), and GSC Secondary Interest Fund, LLC, a Delaware limited liability company (the “Seller”).
Form of Letter Agreement for GSC Secondary Interest Fund, LLC]GSC Acquisition Co • May 29th, 2007 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GSC Acquisition Company, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 8 hereof.
Amended Form of Right of First Review Agreement for GSC Group, Inc.]GSC Acquisition Co • May 29th, 2007 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GSC Acquisition Company, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 5 hereof.
