Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 4th, 2007 • Shermen WSC Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), CRT Capital Group LLC (“CTR”) and CIBC World Markets (“CIBC”) (CRT and CIBC, collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
20,000,000 UNITS SHERMEN WSC ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2007 • 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 CIBC World Markets Corp. ("CIBC") and CRT Capital Group LLC (“CRT”) (CIBC and CRT being referred to herein variously as “you,” or the “Representatives”) and with the other underwriters named on Schedule I hereto for which CIBC and CRT are acting as Representatives (the Representatives and the other Underwriters being collectively called the “Underwriters” or individually, an “Underwriter”) as follows:
Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 4th, 2007 • Shermen WSC Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), CRT Capital Group LLC (“CRT”) and CIBC World Markets (“CIBC”) (CRT and CIBC, collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 4th, 2007 • Shermen WSC Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), CRT Capital Group LLC (“CRT”) and CIBC World Markets (“CIBC”) (CRT and CIBC, collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 4th, 2007 • Shermen WSC Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), CRT Capital Group LLC (“CRT”) and CIBC World Markets (“CIBC”) (CRT and CIBC, collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 4th, 2007 • Shermen WSC Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), CRT Capital Group LLC (“CRT”) and CIBC World Markets (“CIBC”) (CRT and CIBC, collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
