REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2006, by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • August 7th, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York
This Agreement (this “Agreement”) is made as of [________] [ ], 2006 between Shermen WSC Acquisition Corp., a Delaware corporation, with offices at c/o The Shermen Group, 1251 Avenue of the Americas, Suite 900, New York, New York 10020 (“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 • August 7th, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York
This Agreement is made as of , 2006 by and between Shermen WSC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York
THIS EMPLOYMENT AGREEMENT, dated as of July 22, 2005, between Royster-Clark, Inc., a Delaware corporation (the “Company”), and G. Kenneth Moshenek (“Executive”).
20,000,000 UNITS SHERMEN WSC ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York
The undersigned, Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms in this Underwriting Agreement (this “Agreement”) its agreement with CRT Capital Group LLC (being referred to herein variously as “you,” “CRT” or the “Underwriter”) as follows:
