GRASSMERE ACQUISITION Corp S-1/A

AMENDMENT NO. 1

GRAPHIC

GRAPHIC

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN COMMON STOCK CERTIFICATE

FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER AND TRUST COMPANY

FORM OF OPINION OF MCDERMOTT WILL & EMERY LLP

FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT, GRASSMERE ACQUISITION HOLDINGS

FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT AND THE INDEPENDENT DIRECTOR NO

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFE

FORM OF ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN THE REGISTRANT AND GRA

FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND GRASSMERE ACQU

AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENT, DATED JUNE 6, 2011, BETWEE

WARRANT SUBSCRIPTION AGREEMENT, DATED JUNE 6, 2011 BETWEEN THE REGISTRANT AND W

WARRANT SUBSCRIPTION AGREEMENT, DATED JUNE 6, 2011 BETWEEN THE REGISTRANT AND R

FORM OF INDEMNITY AGREEMENT

SECURITIES ASSIGNMENT AGREEMENT, DATED JUNE 6, 2011 BETWEEN GRASSMERE ACQUISITI

SECURITIES ASSIGNMENT AGREEMENT, DATED JUNE 6, 2011 BETWEEN GRASSMERE ACQUISITI

PROMISSORY NOTE, DATED JUNE 6, 2011, ISSUED TO GRASSMERE ACQUISITION HOLDINGS,

CONSENT OF ROTHSTEIN, KASS & COMPANY, P.C.

CONSENT OF ROBERT DRUTEN

CONSENT OF WILLIAM THOMAS GRANT II