EXHIBIT 10.7
March ___, 2006
North American Insurance Leaders, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
CRT Capital Group LLC
000 Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Form of Insider's Letter Agreement (Initial Stockholders)
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Ladies and Gentlemen:
This letter agreement (the "Letter Agreement") is being delivered to
you in accordance with the Underwriting Agreement (the "Underwriting Agreement")
to be entered into by and between North American Insurance Leaders, Inc., a
Delaware corporation (the "Company"), and CRT Capital Group LLC (the
"Underwriter"), relating to an underwritten initial public offering (the "IPO")
of the Company's units (the "Units"), each comprised of one share of the
Company's common stock, par value $0.0001 per share (the "Common Stock"), and a
warrant, exercisable for one share of Common Stock (each, a "Warrant"). Certain
capitalized terms used herein are defined in paragraph 11 hereof.
In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:
1. Voting for Business Combination. If the Company solicits approval of
its stockholders of a Business Combination, the undersigned shall vote all
shares of Common Stock, including Insider Shares and IPO Shares, owned by
him/her or controlled by him/her in accordance with the majority of the votes
cast by the Public Holders.
2. Voting for Amendment. If the Company solicits approval of its
stockholders of an amendment to Article VI of its Second Amended and Restated
Certificate of Incorporation, the undersigned will vote all shares of Common
Stock, including Insider Shares and IPO Shares, owned by him/her in accordance
with the majority of the votes cast by the Public Holders.
3. Liquidation. In the event that the Company fails to consummate a
Business Combination within 18 months from the effective date ("Effective Date")
of the registration statement relating to the IPO or 24 months under the
circumstances described in the prospectus relating to the IPO (the first to
occur of such dates, the "Transaction Failure Date"), the undersigned shall take
all reasonable actions within his/her power to (i) cause the Trust Account to be
liquidated and distributed to the holders of the IPO Shares as soon as
practicable but in no event later than 60 (sixty) calendar days after the
Transaction Failure Date and (ii) cause the
Company to dissolve and liquidate as soon as practicable (the earliest date on
which the conditions in clauses (i) and (ii) are both satisfied being the
"Liquidation Date")
4. Waiver of Claims. The undersigned hereby waives any and all right,
title, interest or claim of any kind in or to any distributions of the Trust
Account as a result of such distribution, or to any other amounts distributed in
connection with a liquidating distribution of the Company with respect to
his/her status as a stockholder or his/her 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 shall not seek
recourse against the Trust Account for any reason whatsoever. The undersigned
xxxxxx agrees that the Company shall be entitled to reimbursement from the
undersigned for any distribution of the Trust Account, or any other amounts
distributed by the Company in connection with a liquidating distribution,
received by the undersigned in respect of such person's Insider Shares.
5. Affiliate Transactions. 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 or their respective
affiliates unless the Company obtains an opinion from an independent, nationally
recognized investment banking, valuation or appraisal firm that the business
combination is fair to the Company's stockholders from a financial perspective.
6. No Compensation. Neither the undersigned, any member of the family
or designee of the undersigned, nor any affiliate of the undersigned shall be
entitled to receive, and shall 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 of the IPO,
Ampton Investments, Inc. (a "Related Party") shall be allowed to receive from
the Company an aggregate of $10,000 per month pursuant to the Office
Administration Agreement dated as of March ___, 2006, between the Company and
Ampton Investments, Inc., to compensate it for the Company's use of Related
Party's offices, office equipment, utilities and personnel. The undersigned
shall also be entitled to reimbursement from the Company, and the Company shall
pay the undersigned, for his/her out-of-pocket expenses incurred in connection
with seeking and consummating a Business Combination.
7. No Finder's Fee. Neither the undersigned, any member of the family
of the undersigned, nor any affiliate of the undersigned shall 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.
8. Escrow of Insider Shares. The undersigned shall escrow his/her
Insider Shares 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 an escrow agent acceptable to the Company.
9. Certain Information. On the effective date of the Registration
Statement on Form S-1 filed by the Company with the Securities and Exchange
Commission, the descriptive information regarding the undersigned included
therein shall be true and accurate in all respects,
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and shall contain all of the information required to be disclosed pursuant to
Section 401 of Regulation S-K, promulgated under the Securities Act of 1933.
10. Non-Competition. The undersigned has full right and power, without
violating any agreement by which he is bound (including, without limitation, any
non-competition or non-solicitation agreement with any employer or former
employer) to enter into this Letter Agreement.
11. Definitions. As used herein, (i) a "Business Combination" shall
mean the a merger, capital stock exchange, asset acquisition, stock purchase
and/or other similar transaction with one or more insurance or insurance
services business in North America; (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
owned by an Insider prior to the IPO; (iv) "IPO Shares" shall mean the shares of
Common Stock issued in the Company's IPO; (v) "Public Holders" shall mean the
holders of IPO Shares excluding the Insiders; and (vi) "Trust Account" shall
mean the Trust Account established under that certain Investment Management
Trust Agreement, dated as of the date hereof, between the Company and JPMorgan
Chase Bank, NA, as trustee.
12. Governing Law. This Letter Agreement shall be governed by, and
interpreted and construed in accordance with, the laws of the State of New York.
13. Termination. This Letter Agreement shall be binding on the
undersigned and such person's respective successors, heirs, personal
representatives and assigns. This Letter Agreement shall terminate on the
earlier of (i) the Business Combination Date and (ii) the Liquidation Date;
provided that such termination shall not relieve the undersigned from liability
for any breach of this agreement prior to its termination.
The undersigned acknowledges and understands that the Underwriter and
the Company will rely upon the agreements, representations and warranties set
forth herein in proceeding with the IPO. Nothing contained herein shall be
deemed to render the Underwriter a representative of, or a fiduciary with
respect to, the Company, its stockholders, or any creditor or vendor of the
Company with respect to the subject matter hereof.
No term or provision of this Letter Agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the party against whom such amendment, change, waiver, alteration or
modification is to be enforced.
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This Letter Agreement is rendered to you in connection with the
transactions contemplated by the Underwriting Agreement. This Letter Agreement
may not be relied upon by you for any other purpose without our prior written
consent.
__________________________________________
Name:
Accepted and agreed:
NORTH AMERICAN INSURANCE LEADERS, INC.
By:_______________________________
Name:
Title:
CRT CAPITAL GROUP LLC
By:_______________________________
Name:
Title:
INSIDER'S LETTER (STOCKHOLDERS)
