CEA ACQUISITION CORPORATION A Specified Purpose Acquisition Company™ (a SPAC™) UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
The undersigned, CEA Acquisition Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as "you," "EBC" or the "Representative") and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
WARRANT AGREEMENTWarrant Agreement • January 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
Agreement made as of , 2004 between CEA Acquisition Corporation, a Delaware corporation, with offices at 101 East Kennedy Boulevard, Suite 3300, Tampa, Florida 33602 ("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 • January 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
This Agreement is made as of , 2004 by and between CEA Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • January 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2004 ("Agreement"), by and among CEA ACQUISITION CORPORATION, a Delaware corporation ("Company"), CEA GROUP, LLC, ROBERT MOREYRA, DONALD RUSSELL, HAROLD EWEN and BRAD GORDON (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
