REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2006 • Dekania Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among Dekania Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENTWarrant Agreement • September 15th, 2006 • Dekania Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of , 2006, by and between Dekania Corp., a Delaware corporation, with offices at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (“Warrant Agent”).
9,700,000 Units DEKANIA CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2006 • Dekania Corp. • Blank checks • New York
The undersigned, Dekania Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Maxim Group LLC (which is collectively referred to herein with Merrill Lynch as the “Representatives”) and with the other underwriters named on Schedule A hereto for which the Representatives are acting as representative (the Representatives and the other Underwriters being collectively referred to herein as the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 6 hereof, or, individually, an “Underwriter”) as follows:
ContractIncentive Warrant • September 15th, 2006 • Dekania Corp. • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, HYOTHECATED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 15th, 2006 • Dekania Corp. • Blank checks • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this ____ day of ___________, 2006 for the benefit of Dekania Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, by Cohen Bros. Acquisitions, LLC, a limited liability company organized under the laws of Delaware (the “Subscriber”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 15th, 2006 • Dekania Corp. • Blank checks • New York
