REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2005, by and among QuadraPoint 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”).
UNDERWRITING AGREEMENT between QUADRAPOINT ACQUISITION CORP. and LADENBURG THALMANN & CO. INC. Dated: _____________________, 2005Underwriting Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
The undersigned, QuadraPoint Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (being referred to herein variously as “you,” “Ladenburg” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Ladenburg is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
Agreement made as of _____________, 2005 between QuadraPoint Acquisition Corp., a Delaware corporation, with offices at 900 North Michigan Avenue, Chicago, Illinois 60606 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
This Agreement is made as of _____________, 2005 by and between QuadraPoint Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
LADENBURG THALMANN & CO. INC. 34TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
July 5, 2005Warrant Purchase Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp.
QUADRAPOINT ACQUISITION CORP.Office Space and Support Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 15th, 2005 • QuadraPoint Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of _________, 2005 (“Agreement”), by and among QUADRAPOINT ACQUISITION CORP., a Delaware corporation (“Company”), LAPPING INVESTMENTS II, LLC, PETER L. VENETIS and GORDIAN INVESTMENT PARTNERS, LLC (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
