Exhibit 1.1 4,166,667 UNITS HIGHPOINT ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2007 • Highpoint Acquisition Corp. • Blank checks • New York
Exhibit 4.6 WARRANT AGREEMENT This Warrant Agreement made as of ___________, 2007 (this "WARRANT AGREEMENT") between HIGHPOINT ACQUISITION CORP., a Delaware corporation, with offices at 200 Highpoint Drive, Suite 215, Chalfont, Pennsylvania 18914 (the...Warrant Agreement • March 8th, 2007 • Highpoint Acquisition Corp. • Blank checks • New York
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ____________, 2007 by and between HIGHPOINT ACQUISITION CORP. (the "COMPANY") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "TRUSTEE"). WHEREAS, the Company's...Investment Management Trust Agreement • March 8th, 2007 • Highpoint Acquisition Corp. • Blank checks • Delaware
Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of __________, 2007 (the "AGREEMENT"), by and among HIGHPOINT ACQUISITION CORP., a Delaware corporation (the "COMPANY"), HARBOR HEALTHCARE HOLDING LLC AND MORECO PARTNERS LLC...Stock Escrow Agreement • March 8th, 2007 • Highpoint Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED PLACEMENT AGREEMENT AMENDED AND RESTATED PLACEMENT AGREEMENT (this "Agreement") made as of this 6th day of March, 2007 by and among Highpoint Acquisition Corp., a Delaware corporation (the "Company"), H.C. Wainwright & Co., Inc....And Restated Placement Agreement • March 8th, 2007 • Highpoint Acquisition Corp. • Blank checks • New York
Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the __ day of ________, 2007, by and among Highpoint Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned...Registration Rights Agreement • March 8th, 2007 • Highpoint Acquisition Corp. • Blank checks • New York
