REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2006 • Transforma Acquisition Group Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2006, by and among Transforma Acquisition Group Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
Transforma Acquisition Group Inc. 18,750,000 Units UNDERWRITING AGREEMENT dated , 2006 Banc of America Securities LLC CRT Capital Group LLCUnderwriting Agreement • December 14th, 2006 • Transforma Acquisition Group Inc. • Blank checks • New York
THIRD AMENDED AND RESTATED PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • December 14th, 2006 • Transforma Acquisition Group Inc. • Blank checks • New York
THIRD AMENDED AND RESTATED PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this 14th day of December, 2006, among Transforma Acquisition Group Inc., a Delaware corporation (the “Company”), and the purchasers listed on Exhibit A attached hereto and incorporated herein by reference (each, a “Purchaser,” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • December 14th, 2006 • Transforma Acquisition Group Inc. • Blank checks • New York
THIS WARRANT AGREEMENT is made as of [ ] [ ], 2006, between Transforma Acquisition Group Inc., a Delaware corporation, with offices at 350 Park Avenue, 10th Floor, New York, NY 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, NY 10004 (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2006 • Transforma Acquisition Group Inc. • Blank checks • New York
This Agreement is made as of [ ] [__], 2006, by and between Transforma Acquisition Group Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
Omnibus Form of Insider Letter Agreement]Insider Letter Agreement • December 14th, 2006 • Transforma Acquisition Group Inc. • Blank checks • New York
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Transforma Acquisition Group Inc., a Delaware corporation (the “Company”), Banc of America Securities LLC (“BofA”), and CRT Capital Group LLC (“CRT,” and together with BofA, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (a “Warrant”). Certain capitalized terms used herein are defined in Section 13 hereof.
