ContractWarrant Agreement • March 31st, 2005 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
WARRANT AGREEMENT made as of July 29, 2004 by and between TRINITY PARTNERS ACQUISITION COMPANY INC., a Delaware corporation, with offices at 245 Fifth Avenue, Suite 1500, New York, New York 10016 (“Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“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,...Purchase Option Agreement • March 31st, 2005 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) JULY 29, 2005 OR (II) THE EARLIER OF THE CONSUMMATION BY TRINITY PARTNERS ACQUISITION COMPANY INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR THE DISTRIBUTION OF THE TRUST FUND (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT) TO THE HOLDERS OF THE COMPANY’S CLASS B COMMON STOCK. VOID AFTER 5:00 P.M. EASTERN TIME, JULY 29, 2009.
INVESTMENT MANAGEMENT TRUST AGREEMENT made as of July 29, 2004 by and between TRINITY PARTNERS ACQUISITION COMPANY INC. (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee (“Trustee”).Investment Management Trust Agreement • March 31st, 2005 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
The Company’s Registration Statement on Form S-1, No. 333-115319 (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (“Effective Date”); and
AGREEMENT AND PLAN OF MERGER BY AND AMONG ADVENTURE HOLDINGS, S.A. THE SHAREHOLDERS OF ADVENTURE HOLDINGS, S.A. and TRINITY PARTNERS ACQUISITION COMPANY INC. Dated as of March 24, 2005Merger Agreement • March 31st, 2005 • Trinity Partners Acquistion CO Inc. • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 24, 2005, by and among Adventure Holdings, S.A., a corporation organized under the laws of the Republic of the Marshall Islands (“Adventure”), V Capital S.A., a corporation organized under the laws of the Republic of the Marshall Islands, (“V Capital”), G Bros S.A., a corporation organized under the laws of the Republic of the Marshall Islands, (“G Bros”), George D. Gourdomichalis (“G. Gourdomichalis”), Stathis D. Gourdomichalis (“S. Gourdomichalis”) and Ion G. Varouxakis (“Varouxakis” and together with V Capital, G Bros, G. Gourdomichalis, S. Gourdomichalis and Varouxakis, and together with the permitted successors and assigns under Section 6.13 below, each an “Adventure Shareholder” and collectively, the “Adventure Shareholders”) and Trinity Partners Acquisition Company Inc., a corporation organized under the laws of the State of Delaware (“Trinity”).
