East
India Company Acquisition Corp.
40
West
25th
Street,
6th
Floor
EarlyBirdCapital,
Inc.
275
Madison Avenue
Suite
1203
|
|
Re:
|
Initial
Public Offering
|
Gentlemen:
Castlecomb
Family Trust (“Stockholder”), a stockholder 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 11 hereof):
1. If
the
Company solicits approval of its stockholders of a Business Combination,
Stockholder will vote all Insider Shares owned by it in accordance with the
majority of the votes cast by the holders of the IPO Shares.
2. 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, Stockholder will vote all Insider Shares owned by it
in
favor of the Company’s decision to liquidate. Stockholder hereby waives any and
all right, title, interest or claim of any kind in or to any distribution
of the
Trust Fund (as defined in the Letter of Intent) and any remaining net assets
of
the Company as a result of such liquidation with respect to its Insider Shares
(“Claim”) and hereby waives any Claim it 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.
3. Stockholder
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
Stockholder,
any
control person of Stockholder (“Control Person”), nor
any
affiliate of Stockholder (“Affiliate”) 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
Stockholder shall be entitled to reimbursement from the Company for his
out-of-pocket expenses incurred in connection with seeking and consummating
a
Business Combination.
5. Neither
Stockholder, any
Control Person,
nor any
Affiliate will be entitled to receive or accept a finder’s fee or any other
compensation in the event the undersigned, any Control Person or any Affiliate
of the undersigned originates a Business Combination.
6. Stockholder
will escrow all of its Insider Shares acquired prior to the IPO for the three
year period commencing on the Effective Date subject to the terms of a Stock
Escrow Agreement which the Company will enter into with the undersigned and
an
escrow agent acceptable to the Company.
7. Stockholder’s
Questionnaire furnished to the Company and EBC and annexed as Exhibit A
hereto is true and accurate in all respects. Stockholder represents and warrants
that no Control Person:
(a) is
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) has
ever
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) has
ever
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.
8. Stockholder
has full right and power, without violating any agreement by which it is
bound,
to enter into this letter agreement.
9. Stockholder
hereby waives its right to exercise conversion rights with respect to any
shares
of the Company’s common stock owned by it, directly or indirectly, and agrees
that it will not seek conversion with respect to such shares in connection
with
any vote to approve a Business Combination.
10. Stockholder
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 Stockholder,
Stockholder hereby agrees to vote against such proposal. This paragraph may
not
be modified or amended under any circumstances.
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. Stockholder 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,
Stockholder 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.
/s/
Jeremy Spector