REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among Triplecrown Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Triplecrown Acquisition Corp. Jackson, Wyoming 83001 Citigroup Global Markets Inc. New York, New York 10013Triplecrown Acquisition Corp. • September 24th, 2007 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Triplecrown Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (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, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2007 by and between Triplecrown Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
Agreement made as of , 2007 between Triplecrown Acquisition Corp., a Delaware corporation, with offices at 970 West Broadway, PMB 402, Jackson, Wyoming 83001 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among TRIPLECROWN ACQUISITION CORP., a Delaware corporation (“Company”), SUMMIT TRUST, JONATHAN J. LEDECKY, HAT TRICKS LLC, ROBERT B. HERSOV, EDWARD J. MATHIAS, KERRY KENNEDY, RICHARD Y. ROBERTS, JIMMIE LEE SOLOMON, JR., JAY H. NUSSBAUM, JIM GRAY, RICHARD A. STEIN and CORONET GROUP LIMITED (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription AgreementSubscription Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 2,500,000 Warrants (“Sponsors’ Warrants”) at $1.00 per Sponsors’ Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Triplecrown Acquisition Corp. (the “Corporation”) at $7.50 per share for an aggregate purchase price of $2,500,000 (“Purchase Price”). The purchase and issuance of the Sponsors’ Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. (“Citigroup”). The Sponsors’ Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
