UNDERWRITING AGREEMENT between TAC ACQUISITION CORP. and WEDBUSH MORGAN SECURITIES INC. Dated: , 2005Underwriting Agreement • April 28th, 2005 • TAC Acquisition Corp. • New York
The undersigned, TAC Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Wedbush Morgan Securities Inc. (being referred to herein variously as “you,” “Wedbush” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Wedbush is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS]Letter Agreement • April 28th, 2005 • TAC Acquisition Corp. • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TAC Acquisition Corp., a Delaware corporation (the “Company”), and Wedbush Morgan Securities Inc., 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 two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
FORM OF WARRANT PURCHASE COMMITMENT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND CHARLES M. ROYCE]Warrant Purchase Commitment Agreement • April 28th, 2005 • TAC Acquisition Corp. • New York
This letter is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-123382) (as may be amended and supplemented from time to time, the “Registration Statement”) that was initially filed by TAC Acquisition Corp., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on March 17, 2005, which relates 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 two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth on Schedule 1 hereto.
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN WEDBUSH MORGAN SECURITIES INC. AND EACH OF THE INITIAL STOCKHOLDERS]Underwriting Agreement • April 28th, 2005 • TAC Acquisition Corp. • New York
FORM OF LOCK-UP AGREEMENT TO BE ENTERED INTO BY AND BETWEEN WEDBUSH MORGAN SECURITIES INC. AND EACH OF THE INITIAL STOCKHOLDERS]Lock-Up Agreement • April 28th, 2005 • TAC Acquisition Corp. • New York
