REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2007 • Highlands Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2007, by and among Highlands 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 • August 7th, 2007 • Highlands Acquisition Corp • Blank checks • New York
Agreement made as of ________, 2007 between Highlands Acquisition Corp., a Delaware corporation, with offices at One Paragon Drive, Suite 125, Montvale, New Jersey 07645 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Highlands Acquisition Corp. One Paragon Drive, Suite 125 Montvale, New Jersey 07645 Citigroup Global Markets Inc. As Representative of the Several Underwriters New York, New York 10013Underwriting Agreement • August 7th, 2007 • Highlands Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Highlands Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), 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 exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 17 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 7th, 2007 • Highlands Acquisition Corp • Blank checks • New York
This Agreement is made as of ___________, 2007 by and between Highlands Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Highlands Acquisition Corp. One Paragon Drive, Suite 125 Montvale, New Jersey 07645 Citigroup Global Markets Inc. As Representative of the Several Underwriters New York, New York 10013Underwriting Agreement • August 7th, 2007 • Highlands Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Highlands Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), 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 exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 17 hereof.
Subscription AgreementSubscription Agreement • August 7th, 2007 • Highlands Acquisition Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase ________ Warrants (“Sponsors’ Warrants”) at $1.00 per Sponsors’ Warrant, each to purchase one share of common stock, par value $0.0001 per share (“Common Stock”), of Highlands Acquisition Corp., a Delaware corporation (the “Corporation”), at $7.50 per share for an aggregate purchase price of $______ (“Purchase Price”). The purchase and issuance of the Sponsors’ Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. The Sponsors’ Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
ESCROW AGREEMENTEscrow Agreement • August 7th, 2007 • Highlands Acquisition Corp • Blank checks • New York
ESCROW AGREEMENT, dated as of _________, 2007 (“Agreement”), by and among HIGHLANDS ACQUISITION CORP., a Delaware corporation (“Company”), HIGHLAND EQUITY LLC, IVY HEALTHCARE CAPITAL II, L.P., ROBERT W. PANGIA, FIELDPOINT CAPITAL, LLC, DENNIS W. O’DOWD, VIRGILIO RENE VELOSO, LESLIE D. MICHELSON, WILLIAM V. CAMPBELL, WILLIAM F. OWENS and MICHAEL A. HENNING (each a “Founder” and, collectively, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
HIGHLANDS ACQUISITION CORP.Highlands Acquisition Corp • August 7th, 2007 • Blank checks
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 Highlands Acquisition Corp. (“HAC”) and continuing until the earlier of the consummation by HAC of a “Business Combination” or HAC’s liquidation (in each case as described in HAC’s IPO prospectus, and such earlier date hereinafter referred to as the “Termination Date”), but in no event longer than 24 months from the Effective Date, each of Kanders & Company, Inc. and Ivy Capital Partners shall make available to HAC certain office space, utilities and secretarial support as may be required by HAC from time to time, situated at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (or any successor location) and One Paragon Drive, Montvale, New Jersey 07645 (or any successor location), respectively. In exchange therefor, HAC shall pay each of Kanders & Company, Inc. and Ivy Capital Partners the s
Subscription AgreementSubscription Agreement • August 7th, 2007 • Highlands Acquisition Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase ________ Units (“Co-Investment Units”) at $10.00 per Co-Investment Unit, each Co-Investment Unit representing one share of common stock, par value $0.0001 per share (“Co-Investment Common Stock”), of Highlands Acquisition Corp., a Delaware corporation (“Corporation”), and one warrant (“Co-Investment Warrant”), each to purchase one share of Common Stock at $7.50 per share, for an aggregate purchase price of $______ (“Purchase Price”). The payment for and issuance of the Co-Investment Units shall occur immediately prior to the consummation of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with an operating business (“Business Combination”) meeting the requirements set forth in the registration statement (“Registration Statement”) relating to the Corporation’s initial public offering (“IPO”). Immediately prior to the consummation of a Business Combination
