UNDERWRITING AGREEMENT between Pacific Monument ACQUISITION CORPORATION and Morgan Joseph TriArtisan LLC Dated: [•], 2012 Pacific Monument ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2012 • Pacific Monument Acquisition Corp • Blank checks • New York
The undersigned, Pacific Monument Acquisition Corporation, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 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 10022Underwriting Agreement • March 26th, 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 CORPORATIONOffice Space and Administrative Services Agreement • March 26th, 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
