Exhibit 4.7
FBO Air, Inc.
0000 Xxxx Xxxxxxx Xxx
Xxxxxxxxxx, XX 00000
May 24, 2005
Xxxxxxx & Company (UK) Ltd.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Sirs and Madams:
WHEREAS, Xxxxxxx & Company (UK) Ltd. ("Laidlaw") acted as the
non-exclusive placement agent for FBO Air, Inc. (the "Company") in the Company's
private placement (the "Offering") pursuant to Rule 506 of Regulation D under
the Securities Act of 1933, as amended (the "Securities Act"), and, as part of
its compensation, Xxxxxxx received warrants (the "Agent's Warrants") to purchase
an aggregate of 1,295,882 shares (the "Shares") of the Company's Common Stock,
$.001 par value (the "Common Stock");
WHEREAS, the investors in the offering (the "Purchasers") received certain
registration rights under the Securities Act with respect to their shares of the
Common Stock issuable upon the conversion or exercise by the Purchasers of the
securities they purchased in the Offering, which registration rights and the
related obligations of the Company and the Purchasers are set forth in a
Registration Rights Agreement dated as of March 31, 2005 (the "Registration
Rights Agreement"), a copy of which Registration Rights Agreement being attached
hereto as Exhibit A; and
WHEREAS, Xxxxxxx desires to have the same registration rights with respect
to the Shares as the Purchasers have, pursuant to the Registration Rights
Agreement, with respect to the shares of the Common Stock to be issued to the
Purchasers, and the Company has agreed to grant to Xxxxxxx such rights;
NOW, THEREFORE, in consideration of the premises, Xxxxxxx and the Company
hereby agree as follows:
1. Xxxxxxx shall have, with respect to the Shares, all of the rights
pursuant to the Registration Rights Agreement as if Xxxxxxx were a Purchaser,
including, without limitation, (a) the right to include the Shares in the
Mandatory Registration as provided in
Section 2(a) of the Registration Rights Agreement, (b) the right to liquidated
damages as provided in Sections 2(b) and (c) of the Registration Rights
Agreement, (c) the piggyback registration rights as provided in Section 2(d) of
the Registration Rights Agreement and (d) the right to be indemnified by the
Company as provided in Section 5(a) of the Registration Rights Agreement.
2. Xxxxxxx agrees to comply with all obligations which a Purchaser has
pursuant to the Registration Rights Agreement, including, without limitation,
(a) to furnish the Company with all information required of a Purchaser pursuant
to the Registration Rights Agreement and (b) to indemnify the Company as
provided in Section 5(b) of the Registration Rights Agreement
3. The Company acknowledges Xxxxxxx'x advice that Xxxxxxx will transfer to
its designees (the "Xxxxxxx Designees") certain of the Agent's Warrants to
purchase an aggregate of 1,295,882 shares of the Shares and the Company agrees
to such transfers upon three conditions: (a) each transfer shall only be made
pursuant to an exemption from the registration requirements of the Securities
Act; (b) each Xxxxxxx Designee shall comply with the obligations of a Purchaser
pursuant to the Registration Rights Agreement; and (c) Xxxxxxx shall act as the
agent for itself and the Xxxxxxx Designees pursuant to the Registration Rights
Agreement, so that, for example, the Company shall only be required to send
notices thereunder to Xxxxxxx and not to each Xxxxxxx Designee.
If the foregoing evidences your understanding of our agreement, please
execute a copy of this letter in the place provided below and return to the
undersigned.
Very truly yours, FBO AIR, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and Chief
Executive Officer
ACCEPTED AND AGREED TO
AS OF THE DATE AFORESAID
XXXXXXX & COMPANY (UK) LTD
By /s/ Xxxxxx Xxxxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: President
