4,000,000 Units LONE OAK ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2011 • Lone Oak Acquisition Corp • Blank checks • New York
Lone Oak Acquisition Corporation, a Cayman Islands company with limited liability (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2011 • Lone Oak Acquisition Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, by and among Lone Oak Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “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,...Lone Oak Acquisition Corp • February 18th, 2011 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY LONE OAK ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ________________, 2012. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON ______________, 2016.
WARRANT AGREEMENTWarrant Agreement • February 18th, 2011 • Lone Oak Acquisition Corp • Blank checks • New York
Agreement made as of ________, 2011 between Lone Oak Acquisition Corporation, a Cayman Islands exempted company, with offices at Room 1708 Dominion Centre, 43-59 Queen’s Road East, Wanchai, Hong Kong (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2011 • Lone Oak Acquisition Corp • Blank checks • New York
Pursuant to paragraph 3(b) of the Investment Management Trust Agreement between Lone Oak Acquisition Corporation (the “Company”) and [_____________________] dated as of [●] (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account interest income earned on the Property, as defined in the Trust Agreement, equal to $[●], to [●] via wire transfer on [●], 200[●]. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements.
SPECIMEN WARRANT CERTIFICATELone Oak Acquisition Corp • February 18th, 2011 • Blank checks
This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ warrants (the “Warrants”) to purchase ordinary shares, $0.001 par value (the “Ordinary Shares”), of Lone Oak Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company (“Warrant Agreement”) governing the terms of the Warrants, to receive from the Company that number of fully paid and nonassessable Ordinary Shares (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth h
Lone Oak Acquisition Corporation Room 1708 Dominion CentreLone Oak Acquisition Corp • February 18th, 2011 • Blank checks
This letter will confirm our agreement that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of Lone Oak Acquisition Corporation (the “Company”) and continuing until the consummation by the Company of a business combination or the distribution of the funds held in the trust account to the Company’s then public shareholders (as described in the Registration Statement), BBS Capital Fund, L.P. and Rampant Dragon, LLC (the “Firms”) shall make available to the Company certain general and administrative services, including the use of office space, utilities and secretarial support, as may be required by the Company from time to time, at [__________________] (or any successor location). In exchange therefore, the Company shall pay the Firms at the rate of an aggregate of $7,500 per month.
SHARE ESCROW AGREEMENTShare Escrow Agreement • February 18th, 2011 • Lone Oak Acquisition Corp • Blank checks • New York
This SHARE ESCROW AGREEMENT, dated as of ___________, 2011 (“Agreement”), by and among Lone Oak Acquisition Corporation, a Cayman Islands exempted company (“Company”), Berke Bakay, Baris Merzeci, Can Aydinoglu, BBS Capital Fund, LP, Hauser Holdings LLC and Rampant Dragon, LLC (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 18th, 2011 • Lone Oak Acquisition Corp • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this 17th day of February, 2011 among Lone Oak Acquisition Corporation, a Cayman Islands corporation (the “Company”), and each of Baris Merzeci, Can Aydinoglu, BBS Capital Fund, LP, Hauser Holdings LLC and Rampant Dragon, LLC (collectively, the “Purchasers”).
