WARRANT AGREEMENTWarrant Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
Agreement made as of , 2005 between Bank Street Telecom Funding Corp., a Delaware corporation, with offices at One Landmark Square, 18th Floor, Stamford, Connecticut 06901, ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, NY 10004 ("Warrant Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
This registration rights agreement (this "Agreement") is entered into as of the day of , 2005, by and among Bank Street Telecom Funding Corp., a Delaware corporation (the "COMPANY") and each of the undersigned parties listed under Initial Stockholders on the signature page hereto (each, an "INITIAL STOCKHOLDER" and collectively, the "INITIAL STOCKHOLDERS").
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH EXISTING NON-MANAGEMENT STOCKHOLDER]Letter Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), and CRT Capital Group LLC, as Underwriter (the "Underwriter"), relating to an underwritten initial public offering (the "IPO") of the Company's units (the "UNITS"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and two warrants, each of which is exercisable for one share of Common Stock (the "WARRANT"). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE OFFICERS, DIRECTORS AND SPECIAL ADVISORS]Letter Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), and CRT Capital Group LLC, as Underwriter (the "Underwriter"), relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and two warrants, each of which is exercisable for one share of Common Stock (the "Warrant"). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
THE BANK STREET GROUP LLC OFFICE SERVICE AGREEMENTOffice Service Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
This Agreement is dated July 18, 2005 and is entered into between The Bank Street Group LLC ("BSG") and Bank Street Telecom Funding Corp. ("Client").
CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") between Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), and CRT Capital Group LLC (the "Underwriter") relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and two warrants, each of which is exercisable for one share of Common Stock (each, a "Warrant").
CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") between Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), and CRT Capital Group LLC (the "Underwriter") relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and two warrants, each of which is exercisable for one share of Common Stock (each, a "Warrant").
CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902 Re: Bank Street Telecom Funding Corp. Ladies and Gentlemen:Warrant Purchase Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks
This letter agreement (this "Warrant Purchase Letter") is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-127238) (as may be amended and supplemented from time to time, the "Registration Statement") that was initially filed by Bank Street Telecom Funding Corp., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") on August 5, 2005, which relates to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and two warrants, each of which is exercisable for one share of Common Stock ("Warrant"). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth on Schedule 1 hereto.
Bank Street Telecom Funding Corp. Lock-Up AgreementLock-Up Agreement • November 3rd, 2005 • Bank Street Telecom Funding Corp. • Blank checks • New York
The undersigned understands that CRT Capital Group LLC (the "Underwriter") and Bank Street Telecom Funding Corp. (the "Company") have entered into an Underwriting Agreement, dated , 2005 (the "Underwriting Agreement"), relating to an underwritten public offering (the "IPO") of 15,000,000 units (the "Units") of the Company. Each Unit consists of one share of the Company's Common Stock, par value $.0001 per share ("Common Stock"), and two warrants to purchase one share of Common Stock (each, a "Warrant"), all as more fully described in the Company's final Prospectus, dated , 2005 (the "Prospectus") comprising part of the Company's Registration Statement on Form S-1 (File No. 333-127238) under the Securities Act of 1933, as amended (the "Registration Statement"), declared effective on , 2005 (the "Effective Date").
