REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2007 • Brand & Services Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ______, 2007, by and among Brand and Services Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • July 3rd, 2007 • Brand & Services Acquisition Corp. • New York
This Warrant Agreement made as of ________, 2007, between Brand and Services Acquisition Corp., a Delaware corporation, with offices at 401 East Las Olas Boulevard, Suite 1220, Fort Lauderdale, Florida 33301 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 3rd, 2007 • Brand & Services Acquisition Corp. • New York
This Agreement is made as of _________, 2007 by and between Brand and Services Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
BRAND AND SERVICES ACQUISITION CORP.Warrant Agreement • July 3rd, 2007 • Brand & Services Acquisition Corp.
is the registered holder of a Warrant or Warrants expiring __________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Brand and Services 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) , 2008, such number of Shares of the Company at the price of $6.00 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, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated to deli
BRAND AND SERVICES ACQUISITION CORP. FOUNDER WARRANT PURCHASE AGREEMENTFounder Warrant Purchase Agreement • July 3rd, 2007 • Brand & Services Acquisition Corp. • Delaware
THIS FOUNDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of _____________, 2007 between Brand and Services Acquisition Corp., a Delaware corporation (the “Company”), and each of the individuals and entities set forth on Exhibit A hereto and a signatory hereof (each, a “Purchaser” and collectively, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • July 3rd, 2007 • Brand & Services Acquisition Corp. • New York
SECURITIES ESCROW AGREEMENT, dated as of ________, 2007 (“Agreement”), by and among BRAND AND SERVICES ACQUISITION CORP., a Delaware corporation (“Company”), BCM EQUITY PARTNERS LLC and NRC V, LLC (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
BRAND AND SERVICES ACQUISITION CORP.Service Agreement • July 3rd, 2007 • Brand & Services Acquisition Corp.
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 Brand and Services Acquisition Corp. (the “Company”), and continuing for up to two years until the earlier of the consummation by the Company of a business combination or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), New River Capital Partners, LP (“NRCP”) shall make available to the Company certain office as well as certain office and secretarial services as may be required by the Company from time to time, situated at 401 East Las Olas Boulevard, Suite 1220, Fort Lauderdale, FL 33301. In exchange therefor, the Company shall pay NRCP the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
