REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
This registration rights agreement (this "Agreement") is entered into as of the day of , 2006, 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 WARRANT AGREEMENTForm of Warrant Agreement • April 17th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
Agreement made as of , 2006 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").
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH EXISTING NON-MANAGEMENT STOCKHOLDER]Bank Street Telecom Funding Corp. • April 17th, 2006 • 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 Citigroup Global Markets Inc., 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 one warrant, 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]Bank Street Telecom Funding Corp. • April 17th, 2006 • 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 Citigroup Global Markets Inc., 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 one warrant, 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.
BANK STREET TELECOM FUNDING CORP. FORM OF FOUNDING WARRANT PURCHASE AGREEMENTFounding Warrant Purchase Agreement • April 17th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
THIS FOUNDING WARRANT PURCHASE AGREEMENT (the ‘‘Agreement’’) is made as of April , 2006 between Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘Company’’), on the one hand, and BSTFC Management LLC, R.C. Mark Baker, Sir John Baring, Bt., Royce J. Holland, Joel D. Gross and Brett Cohen on the other hand (collectively, the ‘‘Purchasers’’ or individually, a ‘‘Purchaser’’). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.
FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • April 17th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT (this ‘‘Agreement’’) is made as of April , 2006, by and among Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘Company’’), the parties listed in Exhibit A attached hereto (each, an ‘‘Initial Stockholder’’ and collectively, the ‘‘Initial Stockholders’’) and Continental Stock Transfer & Trust Company (the ‘‘Escrow Agent’’), a New York corporation.
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Bank Street Telecom Funding Corp. • April 17th, 2006 • 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 Citigroup Global Markets Inc. (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 one warrant, each of which is exercisable for one share of Common Stock (each, a "Warrant").
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Bank Street Telecom Funding Corp. • April 17th, 2006 • 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 Citigroup Global Markets Inc. (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 one warrant, each of which is exercisable for one share of Common Stock (each, a "Warrant").
