BOULDER SPECIALTY BRANDS, INC. 17,000,000 Units1 Common Stock Warrants FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • New York
Boulder Specialty Brands, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 17,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 2,550,000 units to cover over-allotments (the “Option Securities”). The Underwritten Securities and the Option Securities are hereinafter referred to collectively as the “Securities” or the “Units.”
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 12th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • New York
EXHIBIT A [Letterhead of officer, director or initial shareholder of Corporation] Boulder Specialty Brands Inc. Public Offering of UnitsBoulder Specialty Brands, Inc. • December 12th, 2005 • Blank checks
