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 stockholder 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 14 hereof):
1. If
the
Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all Insider Shares owned by him 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, 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.
3. 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.
4. 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.
5. 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 the undersigned
shall be entitled to reimbursement from the Company for his out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.
6. 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.
7. The
undersigned will escrow all of his 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.
8. The
undersigned agrees to be a Director of 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.
9. 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 a Director
of
the Company.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
Saurabh
Srivastava
Print
Name of Insider
/s/
Saurabh Srivastava
Signature
Exhibit
A
Saurabh
Srivastava
has been
a member of our board of directors since our inception. Since April 2006, Mr.
Srivastava has been the honorary president of Xansa India Ltd., an outsourcing
and technology company, and served as executive chairman of Xansa from April
1998 to April 2006. In 1989, Mr. Srivastava founded IIS Infotech Limited, a
software services and consulting company, and served as that company’s chairman
of the board from its inception until it was acquired by Xansa in 1998. In
1988,
Mr. Srivastava co-founded the National Association of Software Services
Companies (NASSCOM), India’s software industry association, for which he served
as chairman from 1997 to 1998 and as chairman emeritus from 1999 to the present.
Since August 2005, Mr. Srivastava has been a special advisor to Global Services
Partners Acquisition Corp., an OTC Bulletin Board listed blank check company
formed to acquire an operating business with an initial focus on the business
process services industry. Since April 2002, Mr. Srivastava has been a member
of
the Venture Capital Committee of the Securities and Exchange Board of India.
Since 2000, Mr. Srivastava has been chairman of the Indian Venture Capital
Association, an organization of venture capital funds in India, whose mission
is
to facilitate growth of venture capital and private equity in India. From 2000
until September 2002, Mr. Srivastava was also a member of the Screening
Committee, OTCEI (Over-the-Counter Exchange of India). Since 1999, he has been
a
founder and chairman of Infinity, India’s first angel venture capital fund. Mr.
Srivastava has also been a member of the Investment Committee of the Indian
Government’s National Venture Capital Fund since October 2002. From 1997 to
1998, Mr. Srivastava was chairman of the Information Technology Committee of
FICCI (Federation of Indian Chambers of Commerce and Industry). Mr. Srivastava
received a B.S. from the Indian Institute of Technology at Kanpur, India and
a
M.S. from Harvard University.