BETWEENUnderwriting Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of the ____ day of __________, 2004, by and among TRINITY PARTNERS ACQUISITION COMPANY INC., a Delaware corporation (the "Company"), and the undersigned parties listed under Investor on...Registration Rights Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT made as of ________ ____, 2004 by and between TRINITY PARTNERS ACQUISITION COMPANY INC. (the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee ("Trustee").Investment Management Trust Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc.
CLASS W WARRANTWarrant Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc.
is the registered holder of a Warrant or Warrants expiring ________, 2009 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Trinity Partners Acquisition Company Inc., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) _________ ___, 2005 or (ii) the earlier of (a) the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination or (b) the distribution of the trust fund to the Company's Class B stockholders, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but
HCFP/BRENNER SECURITIES LLC 888 SEVENTH AVENUE 17TH FLOOR NEW YORK, NEW YORK 10106Selected Dealers Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
12,500 SERIES A UNITS AND/OR 65,000 SERIES B UNITS OFPurchase Option Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
WARRANT AGREEMENT made as of ________ __, 2004 by and between TRINITY PARTNERS ACQUISITION COMPANY INC., a Delaware corporation, with offices at 245 Fifth Avenue, Suite 1500, New York, New York 10016 ("Company"), and AMERICAN STOCK TRANSFER & TRUST...Warrant Agreement • May 10th, 2004 • Trinity Partners Acquistion CO Inc. • New York
CUSIP __________________ SERIES B UNITS CONSISTING OF TWO SHARES OF CLASS B COMMON STOCK, ONE CLASS W WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AND ONE CLASS Z WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT...Series B Unit Certificate • May 10th, 2004 • Trinity Partners Acquistion CO Inc.
Each Series B Unit ("Series B Unit") consists of two (2) shares of Class B common stock, par value $.0001 per share ("Class B Common Stock"), of Trinity Partners Acquisition Company Inc., a Delaware corporation (the "Company"), one (1) Class W Warrant (the "Class W Warrant") and one (1) Class Z Warrant (the "Class Z Warrant"). Each Class W Warrant and Class Z Warrant entitles the holder to purchase one (1) share of common stock, par value $.0001 per share (the "Common Stock") for $5.00 per share (subject to adjustment). Each Class W Warrant and Class Z Warrant will become exercisable on the later of (a) [_____], 2005 or (b) the earlier of the Company's completion of a business combination or the distribution of funds held by that certain trust fund on behalf of the holders of the Company's Class B Common Stock. The Class W Warrants will expire unless exercised before 5:00 p.m., New York City time, on [_____], 2009, or earlier upon redemption, and the Class Z Warrants will expire unless
