Common Stock Warrants Underwriting AgreementUnderwriting Agreement • May 24th, 2007 • KBL Healthcare Acquisition Corp III • Blank checks • New York
KBL Healthcare Acquisition Corp. III, 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 “Representative”) are acting as sole representative, an aggregate of 12,500,000 units of the Company (the “Units”) (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 1,875,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).
WARRANT AGREEMENTWarrant Agreement • May 24th, 2007 • KBL Healthcare Acquisition Corp III • Blank checks • New York
Agreement made as of , 2007 between KBL Healthcare Acquisition Corp. III, a Delaware corporation, with offices at 757 Third Avenue, 21st Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 24th, 2007 • KBL Healthcare Acquisition Corp III • Blank checks • New York
This Agreement is made as of , 2007 by and between KBL Healthcare Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 24th, 2007 • KBL Healthcare Acquisition Corp III • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among KBL HEALTHCARE ACQUISITION CORP. III, a Delaware corporation (“Company”), ZACHARY BERK, MARLENE KRAUSS, MICHAEL KASWAN, ELI BERK, EILEEN MORE, JOSEPH WILLIAMSON, SANDRA SANTOS, KENNETH ABRAMOWITZ, ROY G. GERONEMUS, ELLEN MARRAM, ERIC ROSE, MYRON WEISFELDT, TERENCE BARNETT and JAMES GARVEY (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
