REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2006 • Doubloon Corp. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [______] 2006, by and among Doubloon Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • July 11th, 2006 • Doubloon Corp. • New York
This Warrant Agreement made as of [_____________], 2006, between Doubloon Corp., a Delaware corporation, with offices at 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854 (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 11th, 2006 • Doubloon Corp. • New York
This Agreement is made as of [__________], 2006, by and between Doubloon Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
STOCK ESCROW AND VOTING AGREEMENTStock Escrow and Voting Agreement • July 11th, 2006 • Doubloon Corp. • New York
THIS STOCK ESCROW AND VOTING AGREEMENT, dated as of , 2006 (the “Agreement”), by and among DOUBLOON CORP., a Delaware corporation (the “Company”), MAXIM GROUP LLC, a New York limited liability company (“Maxim”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
DOUBLOON CORP.Service Agreement • July 11th, 2006 • Doubloon Corp.
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Doubloon Corp. (the “Company”), and continuing until the earlier of the consummation by the Company of a business combination or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Pirate Capital LLC shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. In exchange therefore, the Company shall pay Pirate Capital LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • July 11th, 2006 • Doubloon Corp. • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of _______, 2006, by and between Doubloon Corp., a Delaware corporation (the “Company”), PIRAC I, LLC, a Delaware limited liability company (“PIRAC”), and Pirate Capital LLC, a Delaware limited liability company (“Pirate”, and collectively with PIRAC, “Sponsor”).
INSIDER UNIT PURCHASE AGREEMENTInsider Unit Purchase Agreement • July 11th, 2006 • Doubloon Corp. • Delaware
THIS INSIDER UNIT PURCHASE AGREEMENT (this “Agreement”) made as of this [___] day of [___________], 2006, between Doubloon Corp., a Delaware corporation (the “Company”), and [_____________] (the “Purchaser”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 11th, 2006 • Doubloon Corp. • New York
THIS STOCK ESCROW AGREEMENT, dated as of , 2006 (the “Agreement”), by and among DOUBLOON CORP., a Delaware corporation (the “Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
DOUBLOON CORP.Warrant Agreement • July 11th, 2006 • Doubloon Corp.
is the registered holder of a Warrant or Warrants expiring at [_______] p.m., [_______] Time, [_______], or upon earlier redemption (the “Warrant”), to purchase one fully paid and non-assessable share of Common Stock, par value $0.00001 per share (“Shares”), of Doubloon Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) [_______] or (ii) the consummation by the Company of an acquisition through merger, capital stock exchange, asset acquisition, stock purchase or other similar transaction, or a combination of any of the foregoing, of one or more operating businesses in the financial services industry or any other industry that is its initial business combination and which meets the size, timing and other criteria outlined in the Company's registration statement on Form S-1 initially filed with the Securities and Exchange Commission on [
