Form of Indemnification Agreement] INDEMNIFICATION AGREEMENT by and between MISTRAL ACQUISITION COMPANY and as Indemnitee Dated as of , 2008Indemnification Agreement • March 12th, 2008 • Mistral Acquisition CO • Blank checks • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2008, by and between Mistral Acquisition Company, a Delaware corporation (the “Company”) and (“Indemnitee”).
Form of Registration Rights Agreement] REGISTRATION RIGHTS AGREEMENT by and between MISTRAL ACQUISITION COMPANY MISTRAL SPAC HOLDINGS, LLC, RAMIUS SPAC HOLDINGS, LLC and THE OTHER PERSONS NAMED HEREIN Dated as of __, 2008Registration Rights Agreement • March 12th, 2008 • Mistral Acquisition CO • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2008, by and between Mistral Acquisition Company (the “Company”), Mistral SPAC Holdings, LLC and Ramius SPAC Holdings, LLC (together, the “Sponsor”) and the persons listed in Schedule I hereto (the “Initial Holders”) and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated by Section 6.2 of this Agreement (each such party who holds Registrable Securities (as defined below), a “Holder” and, collectively, the “Holders”).
Form of Investment Management Trust Agreement] INVESTMENT MANAGEMENT TRUST AGREEMENT by and between MISTRAL ACQUISITION COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2008Investment Management Trust Agreement • March 12th, 2008 • Mistral Acquisition CO • Blank checks • New York
This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of , 2008 by and between Mistral Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”).
WARRANT AGREEMENT by and between MISTRAL ACQUISITION COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2008Warrant Agreement • March 12th, 2008 • Mistral Acquisition CO • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2008, by and between Mistral Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SPONSOR WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 12th, 2008 • Mistral Acquisition CO • Blank checks • New York
This SPONSOR WARRANT PURCHASE AGREEMENT, dated as of [ ], 2008 (this “Agreement”), is entered into by and between Mistral Acquisition Company, a Delaware corporation (the “Company”), and Mistral SPAC Holdings, LLC and Ramius SPAC Holdings, LLC, each a Delaware limited liability company (each, a “Sponsor” and together, the “Sponsors”), and Mr. Steven J. Heyer (“Heyer”). Each of the Sponsors and Heyer are sometimes referred to herein as a “Purchaser” and are collectively referred to herein as the “Purchasers.”
