REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2008 • Gabelli Entertainment & Telecommunications Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ______, 2008, by and among Gabelli Entertainment & Telecommunications Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • September 19th, 2008 • Gabelli Entertainment & Telecommunications Acquisition Corp. • New York
Agreement made as of __________, 2008 between Gabelli Entertainment & Telecommunications Acquisition Corp., a Delaware corporation, with offices at 140 Greenwich Avenue, Greenwich, Connecticut 06830 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 19th, 2008 • Gabelli Entertainment & Telecommunications Acquisition Corp. • New York
This Agreement is made as of ___, 2008 by and between Gabelli Entertainment & Telecommunications Acquisition Corp. (the “Company”), located at 140 Greenwich Avenue, Greenwich, Connecticut 06830 and American Stock Transfer & Trust Company (“Trustee”), located at 59 Maiden Lane, New York, New York 10038.
Subscription AgreementSubscription Agreement • September 19th, 2008 • Gabelli Entertainment & Telecommunications Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase Warrants (“Private Placement Warrants”) at $1.00 per Insider Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Gabelli Entertainment & Telecommunications Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $ (“Purchase Price”). The purchase and issuance of the Private Placement Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by the underwriters set forth in the Company’s IPO prospectus included in the Registration Statement, for which Ladenburg Thalmann & Co. Inc. (“Ladenburg”) is acting as representative. The Private Placement Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as set forth herein, the Private Placement Warrants shall be identical to the warrants issued in the IPO.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 19th, 2008 • Gabelli Entertainment & Telecommunications Acquisition Corp. • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2008 (“Agreement”), by and among GABELLI ENTERTAINMENT & TELECOMMUNICATIONS ACQUISITION CORP., a Delaware corporation (“Company”), GABELLI ACQUISITION, LLC, FREDERIC V. SALERNO, MARIO J. GABELLI, CHRISTOPHER J. MARANGI, LAWRENCE J. HAVERTY, JR. and CHRISTOPHER DIXON (collectively “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
GABELLI ENTERTAINMENT & TELECOMMUNICATIONS ACQUISITION CORP.Administrative Services Agreement • September 19th, 2008 • Gabelli Entertainment & Telecommunications Acquisition Corp.
