11,000,000 Units(1) Common Stock Warrants FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 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’’).
Exhibit 10.5 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _________, 2006 by and between Bank Street Telecom Funding Corp. (the "Company") and Continental Stock Transfer and Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • June 2nd, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH EXISTING NON-MANAGEMENT STOCKHOLDER]Letter Agreement • June 2nd, 2006 • 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 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]Letter Agreement • June 2nd, 2006 • 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 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.
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Bank Street Telecom Funding Corp. Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 2nd, 2006 • 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 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:Underwriting Agreement • June 2nd, 2006 • 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 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’’).
