GSC Acquisition Company 15,000,000 Units1 Common Stock Warrants [FORM OF UNDERWRITING AGREEMENT]Underwriting Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
GSC Acquisition Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 15,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defi
FORM OF WARRANT AGREEMENT] GSC ACQUISITION COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent _______________________________ WARRANT AGREEMENT Dated as of [ ], 2007Warrant Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENT)Registration Rights Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2007, by and among GSC ACQUISITION COMPANY, a Delaware corporation (the “Company”) and the Persons listed on Schedule I hereto (each, a “Founder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 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_.
Form of Letter Agreement forLetter Agreement • June 7th, 2007 • GSC Acquisition Co • 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 9 hereof.
GSC ACQUISITION COMPANY REPURCHASE AGREEMENTRepurchase Agreement • June 7th, 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 and Amendment to Initial Founder’s Securities Purchase Agreement • June 7th, 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”).
