WARRANT AGREEMENTWarrant Agreement • June 3rd, 2011 • Empeiria Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ________________, 2011, is by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
UNDERWRITING AGREEMENT between EMPEIRIA ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, LLC Dated: June __, 2011Underwriting Agreement • June 3rd, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 3rd, 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. New York, NY 10019 Cohen & Company Capital Markets, LLC New York, NY 10022 Attn: General Counsel Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 3rd, 2011 • Empeiria Acquisition Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and Cohen & Company Capital Markets, LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 10,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined
Amendment No. 1 to Unit Subscription AgreementUnit Subscription Agreement • June 3rd, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This Amendment No. 1 (the “Amendment”) dated June 2, 2011 to that certain Unit Subscription Agreement (the “Agreement”) dated the February 25, 2011, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”) and Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”). All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
