REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th day of April, 2007, by and among Pinpoint Advance 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 • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of April 19, 2007, by and between Pinpoint Advance Corp., a Delaware corporation, with offices at 4 Maskit Street
2,500,000 Units PINPOINT ADVANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • New York
The undersigned, Pinpoint Advance 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:
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,...Pinpoint Advance CORP • May 1st, 2007 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) OCTOBER 16, 2007 AND (II) THE CONSUMMATION BY PINPOINT ADVANCE CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON APRIL 19, 2012.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware
This Agreement is made as of April 19, 2007 by and between Pinpoint Advance Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of April 19, 2007 (the “Agreement”) by and among Pinpoint Advance Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
