Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1 Registration Statement (General Form) HTML 448K
2: EX-1.1 Underwriting Agreement HTML 248K
3: EX-1.2 Underwriting Agreement HTML 37K
4: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 37K
5: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 94K
6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 22K
7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 23K
8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 25K
9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 113K
10: EX-4.5 Instrument Defining the Rights of Security Holders HTML 98K
11: EX-5.1 Opinion re: Legality HTML 18K
12: EX-10.1 Material Contract HTML 36K
21: EX-10.10 Material Contract HTML 24K
22: EX-10.11 Material Contract HTML 106K
23: EX-10.12 Material Contract HTML 20K
13: EX-10.2 Material Contract HTML 36K
14: EX-10.3 Material Contract HTML 36K
15: EX-10.4 Material Contract HTML 28K
16: EX-10.5 Material Contract HTML 35K
17: EX-10.6 Material Contract HTML 28K
18: EX-10.7 Material Contract HTML 77K
19: EX-10.8 Material Contract HTML 58K
20: EX-10.9 Material Contract HTML 14K
24: EX-23.1 Consent of Experts or Counsel HTML 11K
The
undersigned officer and director of East India Company Acquisition Corp.
(“Company”), in consideration of EarlyBirdCapital, Inc. (“EBC”) entering into a
letter of intent (“Letter of Intent”) to underwrite an initial public offering
of the securities of the Company (“IPO”) and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are defined
in
paragraph 12 hereof):
1. In
the
event that the Company fails to consummate a Business Combination within 24
months from the effective date (“Effective Date”) of the registration statement
relating to the IPO, the undersigned will (i) cause the Trust Fund (as defined
in the Letter of Intent) to be liquidated and distributed to the holders of
IPO
Shares and (ii) take all reasonable actions within his power to cause the
Company to liquidate as soon as reasonably practicable. The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any
distribution of the Trust Fund and any remaining net assets of the Company
as a
result of such liquidation with respect to his Insider Shares (“Claim”) and
hereby waives any Claim the undersigned may have in the future as a result
of,
or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Fund for any reason whatsoever. In the event
of
the liquidation of the Trust Fund, the undersigned agrees to indemnify and
hold
harmless the Company against any and all loss, liability, claims, damage and
expense whatsoever (including, but not limited to, any and all legal or other
expenses reasonably incurred in investigating, preparing or defending against
any litigation, whether pending or threatened, or any claim whatsoever) which
the Company may become subject as a result of any claim by any vendor or other
person who is owed money by the Company for services rendered or products sold
or contracted for, or by any target business, but only to the extent necessary
to ensure that such loss, liability, claim, damage or expense does not reduce
the amount in the Trust Fund.
2. In
order
to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any suitable
opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.
3. The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination which involves a company which is affiliated with any
of
the Insiders unless
the Company obtains an opinion from an independent investment banking firm
reasonably acceptable to EBC that the business combination is fair to the
Company’s stockholders from a financial perspective.
4. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate
(“Affiliate”) of the undersigned will be entitled to receive and will not accept
any compensation for services rendered to the Company prior to or in connection
with the consummation of the Business Combination; provided that commencing
on
the Effective Date, 30 CPS LLC (“Related Party”), shall be allowed to charge the
Company $7,500 per month, representing an allocable share of Related Party’s
overhead, to compensate it for the Company’s use of Related Party’s offices,
utilities and personnel. Related Party and the undersigned shall also be
entitled to reimbursement from the Company for their out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.
5. Neither
the undersigned, any member of the family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of
the
undersigned or any Affiliate of the undersigned originates a Business
Combination.
6. The
undersigned agrees to be the Chairman of the Boardof
the
Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical
information furnished to the Company and EBC and attached hereto as Exhibit
A is
true and accurate in all respects, does not omit any material information with
respect to the undersigned’s background and contains all of the information
required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
under the Securities Act of 1933. The undersigned’s Questionnaire furnished to
the Company and EBC and annexed as Exhibit B hereto is true and accurate in
all respects. The undersigned represents and warrants that:
(a) he
is not
subject to, or a respondent in, any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act
or practice relating to the offering of securities in any
jurisdiction;
(b) he
has
never been convicted of or pleaded guilty to any crime (i) involving any fraud
or (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and he is not
currently a defendant in any such criminal proceeding; and
(c) he
has
never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked.
7. The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as Chairman of
the
Board of the Company.
8. The
undersigned hereby waives his right to exercise conversion rights with respect
to any shares of the Company’s common stock owned or to be owned by the
undersigned, directly or indirectly, and agrees that he will not seek conversion
with respect to such shares in connection with any vote to approve a Business
Combination.
9. The
undersigned hereby agrees to not propose, or vote in favor of, an amendment
to
the Company’s Certificate of Incorporation to extend the period of time in which
the Company must consummate a Business Combination prior to its liquidation.
Should such a proposal be put before stockholders other than through actions
by
the undersigned, the undersigned hereby agrees to vote against such proposal.
This paragraph may not be modified or amended under any
circumstances.
10. The
undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to EBC and its legal representatives or agents
(including any investigative search firm retained by EBC) any information they
may have about the undersigned’s background and finances (“Information”).
Neither EBC nor its agents shall be violating the undersigned’s right of privacy
in any manner in requesting and obtaining the Information and the undersigned
hereby releases them from liability for any damage whatsoever in that
connection.
11. This
letter agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflicts
of
law principles that would result in the application of the substantive laws
of
another jurisdiction. The undersigned hereby (i) agrees that any action,
proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
the State of New York of the United States of America for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive, (ii) waives any objection to such exclusive jurisdiction
and
that such courts represent an inconvenient forum and (iii) irrevocably agrees
to
appoint Graubard Miller as agent for the service of process in the State of
New
York to receive, for the undersigned and on his behalf, service of process
in
any Proceeding. If for any reason such agent is unable to act as such, the
undersigned will promptly notify the Company and EBC and appoint a substitute
agent acceptable to each of the Company and EBC within 30 days and nothing
in
this letter will affect the right of either party to serve process in any other
manner permitted by law.
12. As
used
herein, (i) a “Business Combination” shall mean an acquisition by merger,
capital stock exchange, asset or stock acquisition, reorganization or otherwise,
of an operating business; (ii) “Insiders” shall mean all officers, directors and
stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an
Insider prior to the IPO; and (iv) “IPO Shares” shall mean the shares of Common
Stock issued in the Company’s IPO.
Dipak
Nandi
Print
Name of Insider
/s/
Dipak Nandi
Signature
Exhibit
A
Dipak
Nandi, M.D.has
been
our chairman of the board since our inception. Since May 2003, Dr. Nandi
has served as the managing partner of Customers First Business Solutions, Inc.
and 30 CPS LLC, two companies providing Indian related information
technology enabled services to companies worldwide. From January 1997 to May
2003, Dr. Nandi owned a number of health care businesses through which he
operated as a physician and chief executive officer. From January 1996 to
December 1997, Dr. Nandi was a self employed physician. Dr. Nandi
received a M.B.B.S. from All India Institute of Medical Sciences and M.D. from
the University of Missouri at Kansas City School of
Medicine.