Global Brands Acquisition Corp. 25,000,000 Units1 Underwriting AgreementUnderwriting Agreement • November 20th, 2007 • Global Brands Acquisition Corp. • Blank checks • New York
Global Brands Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 3,750,000 units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 20 hereof.
Subscription AgreementSubscription Agreement • November 20th, 2007 • Global Brands Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 1,400,000 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 Global Brands 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 $14,000,000 (“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”) and after the signing of a definitive Business Combinat
GLOBAL BRANDS ACQUISITION CORP.Office Space Agreement • November 20th, 2007 • Global Brands Acquisition Corp. • Blank checks
GLOBAL BRANDS ACQUISITION CORP.Warrant Agreement • November 20th, 2007 • Global Brands Acquisition Corp. • Blank checks
is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City time, on ________, 2012 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (each a “Share”), of Global Brands 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, stock purchase, reorganization or other similar business combination and (ii) ______________, 2008, such number of Shares of the Company at the price of $7.50 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 Cont
Subscription AgreementSubscription Agreement • November 20th, 2007 • Global Brands Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 1,100,000 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 Global Brands 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 $11,000,000 (“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”) and after the signing of a definitive Business Combinat
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 2007 • Global Brands Acquisition Corp. • Blank checks • New York
This Agreement is made as of ________, 2007 by and between Global Brands Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Subscription AgreementSubscription Agreement • November 20th, 2007 • Global Brands Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 5,000,000 Warrants (“Sponsor’s Warrants”) at $1.00 per Sponsor’s Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Global Brands Acquisition Corp. (the “Corporation”) at $7.50 per share for an aggregate purchase price of $5,000,000 (“Purchase Price”). The purchase and issuance of the Sponsor’s 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. (“Citigroup”). The Sponsor’s Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 20th, 2007 • Global Brands Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2007 (“Agreement”), by and among GLOBAL BRANDS ACQUISITION CORP., a Delaware corporation (“Company”), JLJ PARTNERS, LLC, ARTHUR BARGONETTI, JOHN R. MUSE, M. WILLIAM BENEDETTO AND STEPHEN F. REITMAN (collectively “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
