July 5, 2005
July 5,
2005
Ladenburg
Xxxxxxxx & Co. Inc.
000
Xxxxxxx Xxxxxx
34th
Floor
New York,
New York 10022
Gentlemen:
This
letter will confirm the agreement of the undersigned to purchase warrants
(“Warrants”) of QuadraPoint Acquisition Corp. (“Company”) included in the units
(“Units”) being sold in the Company’s initial public offering (“IPO”) upon the
terms and conditions set forth herein. Each Unit is comprised of one share of
Common Stock and two Warrants. The shares of Common Stock and Warrants will not
be separately tradable until 90 days after the effective date of the Company’s
IPO unless Ladenburg Xxxxxxxx & Co. Inc. (“Ladenburg”) informs the Company
of its decision to allow earlier separate trading.
The
undersigned agrees that this letter agreement (which may be evidenced by
original or facsimile counterpart signatures hereto) constitutes an irrevocable
order for Ladenburg or an independent broker/dealer designated by Ladenburg (in
either case, the “Broker”) to purchase for the undersigned’s account within the
three-month period commencing on the date separate trading of the Warrants
commences (“Separation Date”) up to _______ Warrants at market prices not to
exceed $0.70 per Warrant (“Maximum Warrant Purchase”). The Broker agrees to fill
such order in such amounts and at such times as it may determine, in its sole
discretion, during the three month period commencing on the Separation Date
(such period is hereinafter referred to as the “Purchase Period”). Ladenburg
further agrees that it will not charge the undersigned any fees and/or
commissions with respect to such purchase obligation.
This
letter is one of several similar letters (the “Other Letters”) with _________
and _________ (collectively, the “Other Founders”) obligating the Other Founders
to similarly purchase Warrants. The Broker agrees that at any time it purchases
Warrants under this letter or under any of the Other Letters, it will use
reasonable commercial efforts to purchase Warrants for the account of the
undersigned and the Other Founders, pro rata, on the basis of the Maximum
Warrant Purchase set forth herein and in each of the Other Letters.
The
Broker will promptly notify the undersigned of any purchase of Warrants
hereunder and under the Other Letters so that the undersigned can comply with
applicable reporting requirements on a timely basis.
The
undersigned agrees that he shall not sell or transfer the Warrants until after
the consummation of a merger, capital stock exchange, asset acquisition or other
similar business combination with an operating business and acknowledges that,
at the option of Ladenburg, the certificates for such Warrants shall contain a
legend indicating such restriction on transferability.
Very
truly yours,
___________________________________
ACKNOWLEDGED
AND AGREED:
Ladenburg
Xxxxxxxx & Co. Inc.
By:____________________________
[Independent
Broker]
By:____________________________
