REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 200 , by and among: KBL Healthcare Acquisition Corp. II, a Delaware corporation (the “Company”); and the undersigned parties listed under the caption “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks • Rhode Island
This Employment Agreement (the “Agreement”) is made between KBL Healthcare Acquisition Corp. II (“KBL”), a Delaware corporation, and SII Acquisition Corp., a wholly owned subsidiary of KBL (“Merger Sub”), and Steven Gibree (the “Employee”) and is being entered into concurrently with the closing of the merger and related business combination transactions (collectively, the “Acquisition”) prescribed by the Agreement and Plans of Reorganization (“Reorganization Agreement”) entered into as of September 1, 2006, by and among the Company, Merger Sub, Summer Infant, Inc., Summer Infant Europe Ltd. and Summer Infant Asia, Ltd. (collectively the “Target Companies”), and the stockholders of the Target Companies, which include the Executive. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Reorganization Agreement. By executing this Agreement, SII and Employee are agreeing to terminate, effective upon the Closing, that certain Employment Agreement by
LOCK-UP AGREEMENT September 1, 2006Lock-Up Agreement • September 5th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks
In connection with the Agreement and Plans of Reorganization (“Agreement”), dated September 1, 2006 by and among KBL Healthcare Acquisition Corp. II (“Corporation”), a wholly owned subsidiary of the Corporation, Summer Infant, Inc., a Rhode Island corporation (“SII”), Summer Infant Europe, Ltd., a United Kingdom limited company (“SIE”), Summer Infant Asia, Ltd., a Hong Kong limited company (“SIA” and collectively, with SII and SIE, the “Targets”), and the stockholders (“Stockholders”) of each of the Targets, to induce the Corporation to enter into the Agreement and consummate the Transactions (as defined in the Agreement), the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks • Rhode Island
This Employment Agreement (the “Agreement”) is made between KBL Healthcare Acquisition Corp. II (“KBL”), a Delaware corporation, and SII Acquisition Corp., a wholly owned subsidiary of KBL (“Merger Sub”), and Jason Macari (the “Executive”) and is being entered into concurrently with the closing of the merger and related business combination transactions (collectively, the “Acquisition”) prescribed by the Agreement and Plans of Reorganization (“Reorganization Agreement”) entered into as of September 1, 2006, by and among the Company, Merger Sub, Summer Infant, Inc., Summer Infant Europe Ltd. and Summer Infant Asia, Ltd. (collectively the “Target Companies”), and the stockholders of the Target Companies, which include the Executive. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Reorganization Agreement.
ESCROW AGREEMENTEscrow Agreement • September 5th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated [Closing Date] by and among KBL HEALTHCARE ACQUISITION CORP. II, a Delaware corporation (“Parent”), , as the Target Stockholders’ Representative (the “Representative”), being the representative of the former stockholders of each of SUMMER INFANT, INC., a Rhode Island corporation (“SII”), SUMMER INFANT EUROPE, LTD., a United Kingdom limited company (“SIE”), and SUMMER INFANT ASIA, LTD., a Hong Kong limited company (“SIA” and, collectively, with SII and SIE, the “Targets”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”).
