REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the __ day of ________, 2006, by and among Ascend Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned parties listed...Registration Rights Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2006 by and between Ascend Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration statement on...Investment Management Trust Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _____________, 2006 ("Agreement"), by and among ASCEND ACQUISITION CORP., a Delaware corporation ("Company"), DON K. RICE, RUSSELL C. BALL III, STEPHEN L. BROWN and ARTHUR SPECTOR...Stock Escrow Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
Delivery and Payment: Delivery of the Units shall be made on or about ______, 2006 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 3rd, 2006 • Ascend Acquisition Corp. • New York
OFPurchase Option Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
WARRANT AGREEMENT Agreement made as of __________, 2006 between Ascend Acquisition Corp., a Delaware corporation, with offices at 435 Devon Park Drive, Building 400, Wayne, Pennsylvania 19087 ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
ASCEND ACQUISITION CORP. 400 Building LLC 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 registration statement for the...Office Space Agreement • February 3rd, 2006 • Ascend Acquisition Corp.
NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, __________, 2010Warrant Agreement • February 3rd, 2006 • Ascend Acquisition Corp.
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Ascend Acquisition Corp., 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) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, 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, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock
BETWEENUnderwriting Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • February 3rd, 2006 • Ascend Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase 208,334 units ("Insider Units"), each consisting of one share of common stock and two warrants, each to purchase one share of common stock, of Ascend Acquisition Corp. (the "Corporation"), at $6.00 per Insider Unit for an aggregate purchase price of $1,250,004 ("Purchase Price"). The purchase and issuance of the Insider Units shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO"). The Insider Units will be sold to the undersigned on a private placement basis and not part of the IPO.
