UNDERWRITING AGREEMENT between STACCATO ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: [__________] 2008Underwriting Agreement • July 18th, 2008 • Staccato Acquisition Corp. • Blank checks • New York
The undersigned, Staccato Acquisition Corp., a Delaware company (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EarlyBirdCapital, Inc. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2008 • Staccato Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2008, by and among Staccato 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”).
WARRANT AGREEMENTWarrant Agreement • July 18th, 2008 • Staccato Acquisition Corp. • Blank checks • New York
Agreement made as of _________, 2008 between Staccato Acquisition Corp., a Delaware corporation, with offices at 825 Third Avenue, 40th Floor, New York, New York 10022 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 18th, 2008 • Staccato Acquisition Corp. • Blank checks • New York
This Agreement is made as of ________, 2008 by and between Staccato Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
STACCATO ACQUISITION CORP. CUSIP 85232H 111 WARRANTStaccato Acquisition Corp. • July 18th, 2008 • Blank checks
is the registered holder of a Warrant or Warrants expiring ________, 2012 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Staccato Acquisition 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 the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination or (ii) _____________, 2009, such number of Shares of the Company at the price of $6.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company (as may be amended from time to time, the “Warrant A
STACCATO ACQUISITION CORP.Staccato Acquisition Corp. • July 18th, 2008 • Blank checks
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • July 18th, 2008 • Staccato Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of _____________, 2008 (“Agreement”), by and among STACCATO ACQUISITION CORP., a Delaware corporation (“Company”), ERIC S. ROSENFLED, ROSENFELD 1991 CHILDREN’S TRUST, ARNAUD AJDLER, DAVID D. SGRO, GREGORY R. MONAHAN, DAVID L. MCAUSLAND, LOUIS LAPORTE, WILLIAM J. CATACOSINOS and JOEL M. GREENBLATT (collectively “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription AgreementSubscription Agreement • July 18th, 2008 • Staccato Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase _________ Warrants (“Insider Warrants”) at $0.70 per Insider Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Staccato Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $___________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by the underwriters set forth in the Company’s IPO prospectus included in the Registration Statement, for which EarlyBirdCapital, Inc. (“EBC”) is acting as representative. The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as set forth herein, the Insider Warrants shall be identical to the warrants issued in the IPO.
