REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2008 • Capital Ten Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of __________________, 2008, by and among Capital TEN Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between CAPITAL TEN ACQUISITION CORP. and LADENBURG THALMANN & CO. INC. Dated: ____________, 2008Underwriting Agreement • January 31st, 2008 • Capital Ten Acquisition Corp. • Blank checks • New York
The undersigned, Capital TEN Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (being referred to herein variously as “you,” “Ladenburg” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Ladenburg is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • January 31st, 2008 • Capital Ten Acquisition Corp. • Blank checks • New York
Agreement made as of _____________________, 2008 between Capital TEN Acquisition Corp., a Delaware corporation, with offices at 116 Village Boulevard, Princeton, New Jersey 08540 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“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 • January 31st, 2008 • Capital Ten Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY CAPITAL TEN ACQUISITION CORPORATION (“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)) OR _____________, 2009. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, FEBRUARY 12, 2013.
LADENBURG THALMANN & CO. INC. 49TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • January 31st, 2008 • Capital Ten Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 31st, 2008 • Capital Ten Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________________, 2008 (“Agreement”), by and among CAPITAL TEN ACQUISITION CORP., a Delaware corporation (“Company”), CAPITAL TEN PARTNERS, LLC EDWARD P. BOYKIN, WILLIAM FOSTER, JOHN W. MCINTYRE AND RONALD L. SCARBORO (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
CAPITAL TEN ACQUISITION CORP.Service Agreement • January 31st, 2008 • Capital Ten Acquisition Corp. • Blank checks
