EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2004 • Millstream II Acquisition CORP • New York
MILLSTREAM II ACQUISITION CORPORATION 400 Building LLC c/o Arthur Spector 435 Devon Park Drive Building 400 Wayne, Pennsylvania 19087 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the...Service Agreement • October 25th, 2004 • Millstream II Acquisition CORP
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2004, by and among: Millstream II Acquisition Corporation, a Delaware corporation (the "Company"); and the undersigned...Registration Rights Agreement • October 25th, 2004 • Millstream II Acquisition CORP • New York
October 4, 2004 EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 Re: Millstream II Acquisition Corporation ------------------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to...Warrant Purchase Agreement • October 25th, 2004 • Millstream II Acquisition CORP
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Millstream II Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2004 by and between Millstream II Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • October 25th, 2004 • Millstream II Acquisition CORP • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ____________, 2004 ("Agreement"), by and among MILLSTREAM II ACQUISITION CORPORATION, a Delaware corporation ("Company"), ARTHUR SPECTOR, the SPECTOR FAMILY TRUST, ROBERT E. KEITH, JR., DON K....Stock Escrow Agreement • October 25th, 2004 • Millstream II Acquisition CORP • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2004 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 600 Third Avenue, 33rd Floor, New York, New...Selected Dealers Agreement • October 25th, 2004 • Millstream II Acquisition CORP • New York
227,500 UNITS OFPurchase Option Agreement • October 25th, 2004 • Millstream II Acquisition CORP • New York
WARRANT AGREEMENT Agreement made as of __________ ___, 2004 between Millstream II Acquisition Corporation, a Delaware corporation, with offices at 435 Devon Park Drive, Building 400, Wayne, Pennsylvania 19087 ("Company"), and Continental Stock...Warrant Agreement • October 25th, 2004 • Millstream II Acquisition CORP • New York
