UNDERWRITING AGREEMENT between ENDEAVOR ACQUISITION CORP. and LADENBURG THALMANN & CO. INC. Dated: , 2005Underwriting Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
The undersigned, Endeavor Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (being referred to herein variously as “you,” “Ladenburg” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Ladenburg is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
Agreement made as of , 2005 between Endeavor Acquisition Corp., a Delaware corporation, with offices at 180 Madison Avenue, Suite 2305, New York, New York 10016 (“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 • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2005 by and between Endeavor Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among ENDEAVOR ACQUISITION CORP., a Delaware corporation (“Company”), JONATHAN J. LEDECKY, TOWER TRUST, JAY H. NUSSBAUM, KERRY KENNEDY, ROBERT B. HERSOV, EDWARD J. MATHIAS and RICHARD Y. ROBERTS (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
November 22, 2005Warrant Purchase Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks
