EXHIBIT 4.5 WARRANT AGREEMENT Agreement made as of _____________, 2005 between KBL Healthcare Acquisition Corp. II, a Delaware corporation, with offices at 645 Madison Avenue, 14th Floor, New York, New York 10022 ("Company"), and Continental Stock...Warrant Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II • New York
February 16, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: KBL Healthcare Acquisition Corp. II ----------------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to...Warrant Purchase Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of KBL Healthcare Acquisition Corp. II ("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.
EXHIBIT 10.10 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2005 by and between KBL Healthcare Acquisition Corp. II (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II • New York
EXHIBIT 10.11 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among KBL HEALTHCARE ACQUISITION CORP. II, a Delaware corporation ("Company"), ZACHARY BERK, MARLENE KRAUSS, M.D., MICHAEL KASWAN, THE...Stock Escrow Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II • New York
2005 ---------------- KBL Healthcare Ventures 645 Madison Avenue, 14th Floor New York, New York 10022 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the...Service Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of KBL Healthcare Acquisition Corp. II ("KBL") and continuing until (the "Termination Date") the earlier of the consummation by KBL of a "Business Combination" or KBL's liquidation (as described in KBL's IPO prospectus), KBL Healthcare Ventures shall make available to KBL certain office and secretarial services as may be required by KBL from time to time, situated at 645 Madison Avenue, 14th Floor, New York, New York 10022. In exchange therefore, KBL shall pay KBL Healthcare Ventures the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
250,000 UNITS OFPurchase Option Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II • New York
EXHIBIT 10.14 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: KBL Healthcare Acquisition Corp. II, a Delaware corporation (the "Company"); and the...Registration Rights Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II • New York
