REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2005 • Boulder Specialty Brands, Inc. • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • July 1st, 2005 • Boulder Specialty Brands, Inc. • New York
Agreement made as of , 2005 between Boulder Specialty Brands, Inc., a Delaware corporation, with offices at 6106 Sunrise Ranch Drive, Longmont, Colorado 80503 (“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 AGREEMENTInvestment Management Trust Agreement • July 1st, 2005 • Boulder Specialty Brands, Inc. • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2005 • Boulder Specialty Brands, Inc. • Delaware
This INDEMNIFICATION AGREEMENT, made and entered into this day of , 2005 (“Agreement”), by and between Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
ContractBoulder Specialty Brands, Inc. • July 1st, 2005 • Colorado
This security has not been registered under the Securities Act of 1933 (hereinafter the “1933 Act”) or under applicable state securities law (hereinafter the “State Acts”) and may not be sold, assigned, pledged, transferred or hypothecated, whether or not for consideration, by the holder except upon issuance to the Company of a favorable written opinion of counsel for the holder or upon submission to the Company of such other evidence as may be satisfactory to counsel to the Company to the effect that any such sale, assignment, pledge, transfer or hypothecation will not be in violation of the 1933 Act or the State Acts.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 1st, 2005 • Boulder Specialty Brands, Inc. • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among Boulder Specialty Brands, Inc., a Delaware corporation (“Company”), the undersigned parties listed under Investors on the signature page hereto (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
BOULDER SPECIALTY BRANDS, INC.Boulder Specialty Brands, Inc. • July 1st, 2005
This letter will confirm the agreement by and among Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”), Hughes Consulting, Inc. (“HCI”) and Jeltex Holdings, LLC (“JHL”; HCI and JHL are hereinafter collectively referred to as the “Management Companies”) that, commencing on the effective date (“Effective Date”) of the initial public offering (“IPO”) of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of a “Business Combination,” or (ii) the Company’s liquidation as described in the Company’s definitive prospectus relating to the IPO (hereinafter, the earlier of such dates is referred to as the “Termination Date”), the Management Companies shall jointly make available to the Company certain office space, administrative services and secretarial services as may be required by the Company from time to time, at HCI’s primary offices situated at 6106 Sunrise Ranch Drive, Longmont, Colorado 80503, and at the offices of JHL at 1
Roth Capital Partners, LLCBoulder Specialty Brands, Inc. • July 1st, 2005
