UNDERWRITING AGREEMENT between EMPEIRIA ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, LLC Dated: ____________ , 2011Underwriting Agreement • May 2nd, 2011 • Empeiria Acquisition Corp • Blank checks • New York
The undersigned, Empeiria Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, LLC (“Cohen & Co.”) and with the other underwriters named on Schedule I hereto for which Cohen & Co. is acting as representative (Cohen & Co., in its capacity as representative, is referred to herein variously as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 2nd, 2011 • Empeiria Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2011, by and between EMPEIRIA ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
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,...Empeiria Acquisition Corp • May 2nd, 2011 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION OF THE COMPANY'S BUSINESS TRANSACTION AND _____________, 2011 [6 MONTHS FOLLOWING EFFECTIVE DATE]. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ____________, 2016 [5 YEARS FOLLOWING EFFECTIVE DATE].
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 2nd, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of ____________, 2011 by and between Empeiria Acquisition Corp. (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
EMPEIRIA ACQUISITION CORP.Empeiria Acquisition Corp • May 2nd, 2011 • Blank checks
