Form of Letter Agreement for Administrative Services]
Exhibit
10.5
[Form of Letter Agreement for Administrative Services]
00 Xxxx
Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx
Xxxxxx, Xxx Xxxx 00000
____________,
2008
Open Acq
LLC
00 Xxxx
00xx
Xxxxxx, 0xx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Gentlemen:
This
letter sets forth the agreement (the “Agreement”) between Open Acquisition
Corp., a Delaware corporation (the “Company”), and Open Acq LLC, a Delaware
limited liability company, in connection with the services to be provided by
Open Acq LLC. The Company expects to complete an offering of units (the
“Offering”) to be listed on the American Stock Exchange. This letter will
confirm our agreement that, commencing on the closing of the initial public
offering of the securities of the company (the “Closing Date”) pursuant to a
registration statement on Form S-1, File No. 333-148921 (the “Registration
Statement”) relating to the Offering and continuing until the earlier of the
consummation by the Company of a Business Combination or the Company’s
liquidation (the “Termination Date”), Open Acq LLC shall:
(i) provide
administrative services as may be required by the Company from time to time,
including the administration of the Company’s day-to-day
activities;
(ii)
provide office space to the Company at 00 Xxxx Xxxxxxx Xxxxxxx, Xxxxx
000, Xxxxxx Xxxxxx, Xxx Xxxx 00000, for use by the
Company’s employees and service providers for purposes of conducting the
Company’s business;
(iii) perform
accounting and comptroller-related services for the Company, including
correspondence with the Company’s auditors;
(iv) make
available the services of Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxxx;
and
(v) provide
investment advisory services to the Company, including, without
limitation:
(a) financial
advice and services in connection with the direct or indirect acquisition or
disposition by the Company of the assets or operations of any business or
entity, whether by purchase or sale of stock or assets, merger or consolidation,
or otherwise;
(b) financial
advice and services in connection with public or private equity and debt
financing;
(c) financial
advice and services, including assistance with respect to matters such as cash
management, treasury and financial controls;
(d) corporate
planning and corporate development advice and services;
(e) strategic
planning, including with respect to acquisitions;
(f)
public relations and press relations advice and services; and
(g)
such other advice and services necessitated by the ordinary course of the
Company’s business, as the Company may reasonably request from time to
time.
In
exchange therefor, the Company shall pay Open Acq LLC the sum of $7,500 per
month, commencing on the Closing Date and continuing on each one-month
anniversary thereafter until the Termination Date. In addition, the Company
undertakes to reimburse Open Acq LLC, monthly in arrears, all out-of-pocket
expenses incurred by Open Acq LLC in performing the services under this
Agreement. Such reimbursement payments shall not exceed $7,500 per
month.
Open Acq
LLC acknowledges that it has read the Registration Statement and understands
that the Company has established a trust account (the “Trust Account”) with the
net proceeds of the Offering and the insider private placement of insider
warrants for the benefit of the public stockholders and that the Company may
disburse monies from the Trust Account only (i) to the public stockholders in
the event of the conversion of their shares or the liquidation of the Company
(as Described in the Registration Statement) or (ii) to the Company after it
consummates a business combination as described in the Registration Statement.
For and in consideration of the Company agreeing to this agreement, Open Acq LLC
hereby agrees that it does not have any right, title, interest or claim of any
kind in or to any monies in the Trust Account (each a “Claim”) and hereby waives
any Claim it may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with the Company, and will not seek
recourse against the Trust Account for any reason whatsoever.
This
Agreement constitutes the entire agreement and understanding of the parties
hereto in respect of its subject matter and supersedes all prior understandings,
agreements or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the
transactions contemplated hereby.
This
Agreement may not be amended, modified or waived as to any particular provision,
except by a written instrument executed by all parties hereto.
No party
hereto may assign either this Agreement or any of its rights, interests or
obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and
ineffectual and shall not operate to transfer or assign any interest or title to
the purported assignee.
This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the principles of conflicts of laws
thereof.
[Signature page
follows]
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Very
truly yours,
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By:
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Name: Xxxxxxx
X. Xxxxxxxxx
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Title: President
and Chief Executive Officer
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AGREED
TO AND ACCEPTED BY:
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OPEN
ACQ LLC
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By:
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Name:
Xxxxxx X. Xxxxxx
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Title:
Authorized Person
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