REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the day of , 2005, by and among MERCATOR PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page...Registration Rights Agreement • January 26th, 2005 • Mercator Partners Acquisition Corp. • New York
The Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock and Warrants (as defined below) held by them and/or issuable upon exercise of the Warrants held by them, as applicable.
UNDERWRITING AGREEMENT between MERCATOR PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLC Dated: , 2005Underwriting Agreement • January 26th, 2005 • Mercator Partners Acquisition Corp. • New York
The undersigned, Mercator Partners Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with HCFP/Brenner Securities LLC (being referred to herein variously as “you,” “Brenner” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Brenner is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENT made as of , 2005 by and between MERCATOR PARTNERS ACQUISITION CORP., a Delaware corporation, with offices at One Fountain Square, 11911 Freedom Drive, Suite 1080, Reston, Virginia 20190 (“Company”), and AMERICAN STOCK TRANSFER &...Warrant Agreement • January 26th, 2005 • Mercator Partners Acquisition Corp. • New York
The Company has heretofore sold and delivered to its executive officers and directors (collectively, “Insiders”) an aggregate of (i) 2,475,000 Class W Warrants (“Class W Warrants”) and (ii) 2,475,000 Class Z Warrants (“Class Z Warrants”), each such Warrant evidencing the right of the holder thereof to purchase one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for $5.00, subject to adjustment as described herein (the Class W Warrants and the Class Z Warrants sold to the Insiders being hereinafter referred to, collectively, as “Insiders’ Warrants”); and
INVESTMENT MANAGEMENT TRUST AGREEMENT made as of , 2005 by and between MERCATOR PARTNERS ACQUISITION CORP. (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee (“Trustee”).Investment Management Trust Agreement • January 26th, 2005 • Mercator Partners Acquisition Corp. • New York
The Company’s Registration Statement on Form S-1, No. 333- (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (“Effective Date”); and
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • January 26th, 2005 • Mercator Partners Acquisition Corp. • New York
MERCATOR PARTNERS ACQUISITION CORP.Mercator Partners Acquisition Corp. • January 26th, 2005
