17,000,000 Units BOULDER SPECIALTY BRANDS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • California
The undersigned, Boulder Specialty Brands, Inc., a Delaware corporation (“Company”), along with the individuals whose names appear on the signature page hereto (but solely with respect to the Sections hereof indicated thereon), hereby confirms its agreement with Roth Capital Partners, LLC (“Roth Capital” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Roth Capital is acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Boulder Specialty Brands, Inc. • August 26th, 2005 • Blank checks • California
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) , 2006 AND (II) THE CONSUMMATION BY BOULDER SPECIALTY BRANDS, INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON , 2010.
