REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among Capitol 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”).
Capitol Acquisition Corp. 25,000,000 Units 1 Underwriting AgreementUnderwriting Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as...Underwriting Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks
WARRANT AGREEMENTWarrant Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks • New York
Agreement made as of , 2007 between Capitol Acquisition Corp., a Delaware corporation, with offices at 509 7th Street, N.W., Washington, D.C. 20004 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as...Underwriting Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2007 (“Agreement”), by and among CAPITOL ACQUISITION CORP., a Delaware corporation (“Company”), CAPITOL ACQUISITION MANAGEMENT LLC, RAUL J. FERNANDEZ, PIYUSH SODHA, RICHARD C. DONALDSON, LAWRENCE CALCANO, BROOKE B. COBURN, ARNO PENZIAS, HUGH PANERO, MILES GILBURNE, THOMAS E. WHEELER, TED LEONSIS and DR. JEONG H. KIM (collectively “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as...Underwriting Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks
Subscription Agreement As of July 20, 2007Subscription Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase Warrants (“Sponsors’ Warrants”) at $1.00 per Sponsor Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Capitol Acquisition Corp. (the “Corporation”) at $7.50 per share for an aggregate purchase price of $ (“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.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks
This Agreement is made as of , 2007 by and between Capitol Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
