UNDERWRITING AGREEMENT between INTERNATIONAL BRANDS MANAGEMENT GROUP LTD. and PALI CAPITAL, INC. Dated: _______, 2008Underwriting Agreement • February 28th, 2008 • International Brands Management Group LTD • Blank checks • New York
The undersigned, International Brands Management Ltd., a Delaware corporation (“Company”), hereby confirms its agreement with Pali Capital, Inc. (“Pali Capital” and also referred to herein variously as “you,” or the “Representative”) and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 28th, 2008 • International Brands Management Group LTD • Blank checks • New York
This Agreement is made as of , 2008 by and between International Brands Management Group Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 28th, 2008 • International Brands Management Group LTD • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of _________, 2008, by and between International Brands Management Group Ltd., a Delaware corporation having its principal place of business at 25 East 22nd Street, New York, NY 10010 (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”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...International Brands Management Group LTD • February 28th, 2008 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY INTERNATIONAL BRANDS MANAGEMENT GROUP LTD. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE DOMESTIC OR FOREIGN OPERATING BUSINESSES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _________, 2009. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ____________, 2013.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 28th, 2008 • International Brands Management Group LTD • Blank checks • New York
This Securities Escrow Agreement (this “Agreement”) is made and entered into as of [ ], 2008, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), International Brands Management Group Ltd., a Delaware corporation (the “Company”), and the initial holders of the Company’s units (collectively, the “Stockholders”), with reference to the following facts:
AMENDED AND RESTATED WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 28th, 2008 • International Brands Management Group LTD • Blank checks • New York
AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this 26th day of February, 2008 by and among International Brands Management Group Ltd., a Delaware corporation (the “Company”), David Chu and Christopher H. Heyn (each, a “Purchaser” and collectively, the “Purchasers”).
