REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of __________________, 2007, by and among Enterprise 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”).
WARRANT AGREEMENTWarrant Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
Agreement made as of _____________________, 2007 between Enterprise Acquisition Corp., a Delaware corporation, with offices at 6800 Broken Sound Parkway, Boca Raton, Florida 33487 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent").
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________________, 2007 ("Agreement"), by and among ENTERPRISE ACQUISITION CORP., a Delaware corporation ("Company"), STATON BELL BLANK CHECK LLC, STEWART J. PAPERIN, RICHARD STEINER AND JORDAN ZIMMERMAN (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
This Agreement is made as of ____________________, 2007 by and between Enterprise Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
UBS Securities LLC 299 Park Avenue New York, New York 10171 Ladenburg Thalmann & Co. Inc.Stock Purchase Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks
Private Placement Purchase and Escrow AgreementPrivate Placement Purchase and Escrow Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 7,500,000 Warrants (“Insider Warrants”), at $1.00 per Insider Warrant, of Enterprise Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $7,500,000 (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by UBS Securities LLC, Ladenburg Thalmann & Co. Inc. and I-Bankers Securities, Inc. (the “Underwriters”). The Insider Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
ENTERPRISE ACQUISITION CORP. 25,000,000 Units Common Stock ($0.0001 par value per Share) and one Warrant UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
