UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2008 • Indas Green Acquisition CORP • New York
IndAS Green Acquisition Corporation, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Chardan Capital Markets LLC (“Chardan” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Chardan is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2008 • Indas Green Acquisition CORP • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2008, by and among Indas Green Acquisition Corporation, a company formed under the laws of the Cayman Islands (the “Company”), and the undersigned listed under Investors on the signature page hereto (“Investors”).
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,...Indas Green Acquisition CORP • July 14th, 2008 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO [ ], 2008 [SIX MONTHS FROM THE EFFECTIVE DATE]. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON [ ] , 2013.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 14th, 2008 • Indas Green Acquisition CORP • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 26th day of June, 2008 for the benefit of Indas Green Acquisition Corporation, a company formed under the laws of the Cayman Islands (the “Company”), having its principal place of business at Level 30-31, Six Battery Road, Raffles Place, Singapore 049909 and by the entity listed on the signature page hereto under the heading “Subscriber” (“Subscriber”).
WARRANT AGREEMENTWarrant Agreement • July 14th, 2008 • Indas Green Acquisition CORP • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of _________, 2008, by and between Indas Green Acquisition Corporation, a company formed under the laws of the Cayman Islands having its principal place of business at Level 30-31, Six Battery Road, Raffles Place, Singapore 049909 (“Company”) and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, NY 10004 (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2008 • Indas Green Acquisition CORP • New York
This INVESTMENT MANAGEMENT TRUST AGREEMENT is made as of [ ], 2008 by and between Indas Green Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Indas Green Acquisition Corporation Level 30-31, Six Battery Road Raffles Place Singapore 049909Indas Green Acquisition CORP • July 14th, 2008
This letter agreement is being delivered to you in accordance with the underwriting agreement entered into by and between Indas Green Acquisition Corporation (the “Company”) and Chardan Capital Markets, LLC (“Chardan” or the “Representative”), as representative of the several underwriters (the “Underwriters”) relating to an initial public offering (the “IPO”) of 5,250,000 units (6,037,500 if the over-allotment option is exercised in full) (the “Units”), each unit comprised of one ordinary share, par value $.0001 per share of the Company (the “Ordinary Share”) and one warrant exercisable for one Ordinary Share. The undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 12 hereof):
Value Insights LLP Level 30-31, Six Battery Road Raffles Place Singapore 049909 Re: INDAS GREEN ACQUISITION CORPORATION Gentlemen:Indas Green Acquisition CORP • July 14th, 2008
This letter will confirm our agreement, that commencing on the effective date (“Effective Date”) of the registration statement (“Registration Statement”) of the initial public offering of the securities of Indas Green Acquisition Corporation (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Combination (as described in the Registration Statement), (ii) 24 or 36 months, as applicable, from the Effective Date and (iii) the date on which the Company ceases its corporate existence in accordance with its Amended and Restated Memorandum and Articles of Association, Value Insights LLP shall make available to the Company certain general and administrative services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay Value Insights LLP the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • July 14th, 2008 • Indas Green Acquisition CORP • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of ___ (_________), 2008 by and among Indas Green Acquisition Corporation, a Cayman Islands corporation (the “Company”); and Mission Biofuels Ltd. (“Mission”), in connection with the Company’s proposed public offering of units pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • July 14th, 2008 • Indas Green Acquisition CORP • New York
This SECURITIES ESCROW AGREEMENT, dated as of [ ], 2008 (the “Agreement”) by and among Indas Green Acquisition Corporation, a company formed under the laws of the Cayman Islands (the “Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
