Union Street Acquisition Corp. 12,500,000 Units UNDERWRITING AGREEMENT dated , 2006 Banc of America Securities LLC Morgan Joseph & Co., Inc.Underwriting Agreement • December 5th, 2006 • Union Street Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • December 5th, 2006 • Union Street Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT is made as of , 2006 between Union Street Acquisition Corp., a Delaware corporation, with offices at 102 South Union Street, Alexandria, Virginia 22314 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 5th, 2006 • Union Street Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 5th, 2006 • Union Street Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT is made as of , 2006 (the “Agreement”), by and among Union Street Acquisition Corp., a Delaware corporation (the “Company”), Union Street Capital Management, LLC, a Delaware limited liability company, (“USCM”), John T. Schwieters, Eran Broshy and David B. Kay (Messrs. Schwieters, Broshy and Kay collectively the “Directors,” and together with USCM, the “Existing Holders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • December 5th, 2006 • Union Street Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of , 2006 between UNION STREET ACQUISITION CORP., a Delaware corporation (the “Company”), and UNION STREET CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Purchaser”).
