UNDERWRITING AGREEMENT between EVEREST ACQUISITION CORPORATION and JESUP & LAMONT SECURITIES CORPORATION Dated: _____________, 2005Underwriting Agreement • August 10th, 2005 • Everest Acquisition CORP • New York
The undersigned, Everest Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Jesup & Lamont Securities Corporation (being referred to herein variously as “you,”“Jesup & Lamont” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Jesup & Lamont is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 10th, 2005 • Everest Acquisition CORP • New York
This Warrant Agreement (this “Agreement”) made as of _________ ___, 2005, by and between Everest Acquisition Corporation, a Delaware corporation, with offices at 15/F, The Hong Kong Club Building, 3A Chater Road Central, Hong Kong (“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 10th, 2005 • Everest Acquisition CORP • New York
This Agreement is made as of _________, 2005 by and between Everest Acquisition Corporation (the “Company”) and North Fork Bank (the “Trustee” or also the “Bank”).
EVEREST ACQUISITION CORPORATIONService Agreement • August 10th, 2005 • Everest Acquisition CORP
This letter will confirm our agreement, that commencing on the effective date (“Effective Date”) of the registration statement of the initial public offering (“IPO”) of the securities of Everest Acquisition Corporation (the “Company”) and continuing until the consummation by the Company of a “Business Combination” (as described in the Company’s IPO prospectus), Asia Pacific Capital (HK) Ltd. (“Asia Pacific Capital”) shall make available to the Company certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in the Hong Kong Central area as may be required by the Company from time to time, situated at 15/F, The Hong Kong Club Building, 3A Chater Road, Central Hong Kong (or any successor location). In exchange therefor, the Company shall pay to Asia Pacific Capital the sum of $7,500 per month (the “Fee”) on the Effective Date and continuing monthly thereafter.
Re: Everest Acquisition CorporationWarrant Purchase Agreement • August 10th, 2005 • Everest Acquisition CORP
This letter will confirm the agreement of Jesup & Lamont Securities Corporation (“Jesup & Lamont”) to purchase warrants (“Warrants”) of Everest Acquisition Corporation (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company’s IPO unless Jesup & Lamont, acting as the representative of the underwriters in the IPO, informs the Company of its decision to allow earlier separate trading subject to certain restrictions.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 10th, 2005 • Everest Acquisition CORP • New York
STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2005 (“Agreement”) by and among Everest Acquisition Corporation, a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
