REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2006 • Crossfire Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ________, 2006, by and among Crossfire Capital Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between CROSSFIRE CAPITAL CORPORATION and FERRIS, BAKER WATTS INCORPORATED Dated: _______ __, 2006Underwriting Agreement • June 23rd, 2006 • Crossfire Capital Corp. • Blank checks • Maryland
The undersigned, Crossfire Capital Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Ferris, Baker Watts, Inc. (hereinafter referred to as “you,” “FBW” or the “Representative”) and with the other underwriters named on Schedule I hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
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,...Crossfire Capital Corp. • June 23rd, 2006 • Blank checks • Maryland
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY CROSSFIRE CAPITAL CORPORATION 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 _____________, 2007. VOID AFTER 5:00 P.M. EASTERN TIME, _____________, 2011.
WARRANT AGREEMENTWarrant Agreement • June 23rd, 2006 • Crossfire Capital Corp. • Blank checks • New York
Agreement made as of _______, 2006 between Crossfire Capital Corporation, a Delaware corporation, with offices at 950 Third Avenue, Suite 2500, New York, NY 10022 (the "Company"), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, NY (the "Warrant Agent").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 23rd, 2006 • Crossfire Capital Corp. • Blank checks • New York
This Agreement is made as of ___________, 2006 by and between Crossfire Capital Corporation (the "Company") and American Stock Transfer & Trust Company (the "Trustee").
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 23rd, 2006 • Crossfire Capital Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ____________, 2006 (the "Agreement"), by and among CROSSFIRE CAPITAL CORPORATION, a Delaware corporation (the "Company"), The Martin Oliner 2000 Family Trust, Peter W. Mattingly, Ian R.D. Chapman, James L. Patton and Stephen L. Hubbard (collectively, the "Initial Stockholders") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Escrow Agent").
