REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 4th day of October, 2007, by and among FMG Acquisition 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”).
UNDERWRITING AGREEMENT between FMG ACQUISITION CORP. and PALI CAPITAL, INC. Dated: October 4, 2007Underwriting Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
The undersigned, FMG Acquisition Corp., a Delaware corporation ("Company"), hereby confirms its agreement with Pali Capital, Inc. ("Pali Capital" and also referred to herein variously as "you," or the "Representative") and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
WARRANT AGREEMENTWarrant Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of October 4, 2007, by and between FMG Acquisition Corp., a Delaware corporation having its principal place of business at Four Forest Park, Farmington, CT 06032 (“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 • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
This Agreement is made as of October 4, 2007 by and between FMG Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SUBORDINATED REVOLVING LINE OF CREDIT AGREEMENTSubordinated Revolving Line of Credit Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • Delaware
This Subordinated Revolving Line of Credit Agreement dated as of October 4, 2007 (this “Agreement”) is entered into by and between FMG Acquisition Corp., a Delaware corporation (“Borrower”), and FMG Investors LLC, a Connecticut limited liability company (“Lender”), with reference to the following facts.
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 • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY FMG ACQUISITION CORP. ("COMPANY") OF A SHARE CAPITAL EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) OR OCTOBER 4, 2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, OCTOBER 4, 2012.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of October 4, 2007 (the “Agreement”) by and among FMG Acquisition Corp., a Delaware corporation (the “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 (the “Escrow Agent”).
