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0001144204-12-012138 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _________, 2012, by and among Pacific Monument Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

UNDERWRITING AGREEMENT between Pacific Monument ACQUISITION CORP. and Morgan Joseph TriArtisan LLC Dated: [•], 2012 Pacific Monument ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks • New York

The undersigned, Pacific Monument Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph TriArtisan LLC (“Morgan Joseph”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph is acting as representative (Morgan Joseph, in its capacity as representative, is referred to herein variously as “you,” or the “ Representative ”; the Representative and the other underwriters are collectively referred to as the “ Underwriters ” or, individually, an “ Underwriter ”) as follows:

WARRANT AGREEMENT
Warrant Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks • New York

Agreement made as of _________ __, 2012 between Pacific Monument Acquisition Corporation, a Delaware corporation, with offices at 800 Third Avenue, New York, New York 10022 (“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 AGREEMENT
Investment Management Trust Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks • New York

This investment management trust agreement (“Agreement”) is made as of __________ __, 2012 by and between Pacific Monument Acquisition Corporation (the “Company”), a Delaware corporation located at 800 Third Avenue, New York, New York 10022, and Continental Stock Transfer & Trust Company (“Trustee”), a New York located at 17 Battery Park, New York, New York 10004.

Pacific Monument Acquisition Corporation New York, New York 10022
Underwriting Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pacific Monument Acquisition Corporation, a Delaware corporation (the “Company”), and Morgan Joseph TriArtisan LLC, as Representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) 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, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph __ hereof.

PACIFIC MONUMENT ACQUISITION CORPORATION
Office Space and Administrative Services Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Pacific Monument Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the liquidation of the Company’s trust account (defined below) (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), [Monument Capital Group SPAC I LLC][Pacific Capital Partners & Associates Limited] shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at [800 Third Avenue, New York, New York 10022][14th Floor, Albert Embankment, London, SE1 7TP] (or any successor location). In exchange therefore, the Company shall p

Subscription Agreement
Subscription Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks • New York

The undersigned hereby subscribes for and agrees to purchase an aggregate of 266,667 warrants (“Warrants”), each to purchase one share of common stock of Pacific Monument Acquisition Corporation (the “Corporation”), at $0.75 per Warrant, for an aggregate purchase price of $200,000 (“Purchase Price”), subject to a proportionate adjustment in the event the size of the IPO is reduced. The closing of the purchase of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). Morgan Joseph TriArtisan LLC is acting as representative of the underwriters in the IPO. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.

ESCROW AGREEMENT
Escrow Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks • New York

ESCROW AGREEMENT, dated as of __________ __, 2012 (“Agreement”), by and among PACIFIC MONUMENT ACQUISITION CORPORATION, a Delaware corporation (“Company”), MONUMENT CAPITAL GROUP SPAC I LLC, PACIFIC CAPITAL PARTNERS & ASSOCIATES LIMITED, THE SEAPORT GROUP LLC PROFIT SHARING PLAN and ARMORY MASTER FUND LTD. (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

Subscription Agreement As of December 15, 2011
Subscription Agreement • February 29th, 2012 • Pacific Monument Acquisition Corp • Blank checks

The undersigned hereby subscribe for and agree, severally and not jointly, as agreed upon by the parties, to purchase an aggregate of 2,666,667 warrants (“Warrants”), each to purchase one share of common stock of Pacific Monument Acquisition Corporation (the “Corporation”), at $0.75 per Warrant, for an aggregate purchase price of $2,000,000 (“Purchase Price”). The closing of the purchase of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). Morgan Joseph TriArtisan LLC is acting as representative of the underwriters in the IPO. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.