4,500,000 Units INDUSTRIAL SERVICES ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2006 • Industrial Services Acquisition Corp. • Blank checks • New York
The undersigned, Industrial Services Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 7th, 2006 • Industrial Services Acquisition Corp. • Blank checks • New York
This Warrant Agreement made as of ________, 2006 (this “Warrant Agreement”) between INDUSTRIAL SERVICES ACQUISITION CORP., a Delaware corporation, with offices at 2807 El Presidio St., Carson, CA 90810 (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “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 • July 7th, 2006 • Industrial Services Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) __________, 2007 AND (II) THE CONSUMMATION BY INDUSTRIAL SERVICES ACQUISITION CORP. (“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)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON __________, 2011.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 7th, 2006 • Industrial Services Acquisition Corp. • Blank checks • Delaware
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 7th, 2006 • Industrial Services Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _____, 2006 (the "Agreement"), by and among INDUSTRIAL SERVICES ACQUISITION CORP., a Delaware corporation (the "Company"), ROSS BERNER, MARK MCKINNEY, BURKE SMITH, MICHAEL MAGERMAN, RONALD C. KESSELMAN, JOHN WALKER, JERALD M. WEINTRAUB, JEFF DAVENPORT , J. ERIC LASTITION and COLLIN RIGLER (collectively the "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Escrow Agent").
