WARRANT AGREEMENTWarrant Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 15, 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 15, 2011Underwriting Agreement • June 21st, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2011, is made and entered into by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of June 15, 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.
June 15, 2011Letter Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
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 6,000,000 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 i
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 13TH day of June, 2011 and amends and restates in its entirety the Unit Subscription Agreement entered into on February 25, 2011, as amended by Amendment No. 1 to the Unit Subscription Agreement, dated June 2, 2011, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 142 W. 57th Street, 12th Floor, New York, New York 10019, and Empeiria Investors LLC (“Sponsor”), having its principal place of business at 142 W. 57th Street, 12th Floor, New York, New York 10019.
SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTSecond Amended and Restated Unit Subscription Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 15th day of June, 2011 and amends and restates in its entirety the Amended and Restated Unit Subscription Agreement entered into on June 13, 2011, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 142 W. 57th Street, 12th Floor, New York, New York 10019, and Empeiria Investors LLC (“Sponsor”), having its principal place of business at 142 W. 57th Street, 12th Floor, New York, New York 10019.
Amendment No. 1 to Securities Subscription AgreementSecurities Subscription Agreement • June 21st, 2011 • Empeiria Acquisition Corp • Blank checks • New York
This Amendment No. 1 (the “Amendment”) dated June 15, 2011 to that certain Securities Subscription Agreement (the “Agreement”) dated the January 24, 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.
