OPTION PURCHASE AGREEMENT
Exhibit
10.1
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
OPTION
PURCHASE AGREEMENT (this “Agreement”) made as of this 12th day of
October, 2009 between The Malibu Companies, LLC, a California limited liability
company (“Buyer”), and the signatory on the execution page hereof
(“Seller”).
WHEREAS,
Ideation Acquisition Corp. (the “Company”), a Delaware corporation, was
organized for the purpose of acquiring, through a merger, capital stock
exchange, asset acquisition or other similar business combination, an operating
business (“Business Combination”); and
WHEREAS,
the Company consummated an initial public offering in November, 2007 in
connection with which it raised gross proceeds of approximately $80 million, a
significant portion of which was placed in a trust account pending the
consummation of a Business Combination on or prior to November 19, 2009;
and
WHEREAS,
pursuant to certain provisions in the Company’s Certificate of Incorporation, as
amended (the “Certificate of Incorporation”), a holder of Common Stock issued in
the Company’s initial public offering may, if it votes against the Business
Combination, demand that the Company redeem such Common Stock into cash
(“Redemption Rights”); and
WHEREAS,
the Business Combination will not be consummated if the holders of more than 30%
of the Common Stock vote against the Business Combination and request Redemption
Rights; and
WHEREAS,
Buyer has requested Seller, and Seller has agreed, to enter into this Agreement
with respect to the number of shares of common stock, par value $.0001 per share
(the “Common Stock”), of the Company set forth on the signature page hereof that
Seller beneficially owns (the “Shares”); and
WHEREAS,
Buyer has agreed to purchase from Seller an option to purchase Seller’s Common
Stock at any time prior to the Termination (as defined hereinafter) of this
Agreement; and
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Option. Seller hereby sells to
Buyer and Buyer hereby purchases from Seller, concurrently with the execution of
this Agreement, at a price
of *** per Share (the
“Option Price”), an option (the “Purchase Option”) to purchase the Shares from
Seller at any time prior to the Termination of this
Agreement. Within two (2) business days
of this Agreement, Buyer shall pay to the order of Seller, by wire transfer of
immediately available funds pursuant to the instructions set forth on
Schedule
1 hereto, the aggregate
Option Price.
1
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
2. Purchase. If the Buyer exercises the
Purchase Option in accordance with Section 5 then at the Closing (as defined
hereinafter), Seller shall sell to Buyer and Buyer shall purchase from Seller,
the Shares at a price (the
“Purchase Price”) equal to that certain pro rata portion of the Company’s trust
account (the “Trust Amount”) due its public stockholders as set forth in the
Company’s final definitive proxy statement filed with the U.S. Securities and Exchange
Commission (the
“SEC”) in connection with
the Business Combination.
3. Agreement to
Vote and
Redeem prior to Exercise of the Purchase Option.
(a) Vote
Against; Redemption. In further consideration of the Option
Price and unless withdrawn and revoked pursuant to the terms of this Agreement,
Seller hereby agrees that
within forty-eight (48) hours of voting becoming available to holders of the
Company’s common stock in connection with the proposals set forth in the
Company’s proxy statement(s), Seller will: (i) exercise its Redemption
Rights, (ii) vote the
Shares against the Business Combination, and (iii) vote the Shares against any
amendment to the Certificate of Incorporation, each in the manner set forth in the Company’s
respective proxy statement(s) filed with the SEC, as applicable and in a timely manner.
(b) Prior
Votes. If Seller has already voted in connection
with any such Business Combination or amendment to the Certificate of
Incorporation, Seller shall either (i) withdraw and revoke its vote in favor of such Business
Combination and amendment to the Certificate of Incorporation with respect to
the Shares or (ii) continue
to vote the Shares, against any Business Combination or amendment to the
Certificate of Incorporation; provided, further, that in all applicable cases, Seller
shall exercise, or continue to exercise, its Redemption Rights in accordance with the proxy
statement(s).
(c) Appointment
of Proxy.
(i) Subject to the limitations of Section
3(c)(ii), Seller hereby appoints Xxxxxxx X. Xxxxxxx as its true and lawful proxy and
attorney-in-fact, with full power of substitution, to vote all of the Shares in
accordance with the terms of this Agreement. The proxy and power
of attorney granted herein shall be deemed to be coupled with an interest, shall
be irrevocable, and shall survive the
death, disability, incompetency, bankruptcy, insolvency or dissolution of
Seller. Furthermore, Seller will, from time to time as requested by Buyer,
execute and deliver such further instruments, ancillary agreements or other
documents or take such other actions as may be necessary or advisable to give
effect to, confirm, evidence or effectuate the purposes of the proxy granted by
this Section 3(c).
(ii) This Section 3(c) shall become effective
only if: (i) Seller fails to vote the Shares in accordance with this Agreement,
and/or (ii) Buyer notifies Seller of its intent to exercise the Purchase Option
in accordance with Section 5 and payment of the Aggregate Purchase Price is made
to the Escrow Agent.
2
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
(d) Evidence of
Vote. Seller shall provide further evidence of both
(i) its vote against any such Business Combination or amendments to the
Certificate of Incorporation, and (ii) its exercise of Redemption
Rights, within one (1) business day of any reasonable request
by Buyer for such evidence.
4. Agreement to
Vote upon
Exercise of the Purchase Option. Upon the exercise of the Purchase Option
and receipt by the mutually agreed upon escrow agent (the “Escrow Agent”) of:
(i) the Aggregate Purchase Price and (ii) a letter in substantially the form of
Exhibit
B hereto: Seller shall
withdraw its exercise of Redemption Rights with respect to the Shares and shall
vote the Shares in favor
of, or abstain from voting
upon, the proposals to be
submitted (i) by written
consent of the stockholders of Company, or (ii) at the special (or annual) meeting, or
adjournment thereof (the “Meeting”), each as called for by the Company or the consenting
stockholders to vote upon
(A) the Business Combination or (B) any amendment to the Certificate
of Incorporation,
(1) Seller shall withdraw and revoke its
exercise of Redemption Rights, (2) shall vote in favor of, or abstain from voting
upon, the Business
Combination and the other proposals set forth in the Proxy Statement and/or any amendment to the Certificate
of Incorporation,
and (3) will execute all necessary documents
and take all actions required in furtherance of such required action and revocation. If, following the exercise
of the Purchase Option, Seller does not comply with the provisions of Section 4
as a result of circumstances beyond the control of Seller; Buyer’s sole remedy
shall be the return of the Option Price paid for such subject
Shares.
5. Exercise of
Purchase Option. Buyer shall exercise the
Purchase Option by delivering to Seller written notice, by electronic mail,
facsimile or otherwise, at the address set forth in Section
21, containing (i) an
acknowledgement of Buyer’s intent to exercise the Purchase Option and (ii)
whether Seller should vote the Shares in favor of, against or abstain
from voting upon, each proposal to be presented at the
Meeting or upon any such
action by written consent. The exercisability of the Purchase Option shall terminate in
accordance with Section
11
hereof.
6. Closing
Matters.
(a) Closing. If Buyer exercises the
Purchase Option, the closing of the purchase and sale of the Shares (“Closing”)
will occur simultaneously
with the delivery of the Shares pursuant to Section 6(b).
(b) Closing
Procedures. As soon as reasonably
practicable after the exercise of the Purchase Option and the Escrow Agent’s confirmation of
receipt of the Aggregate Purchase Price and a letter substantially in the form
of Exhibit
B, Seller shall deliver the
Shares to Buyer electronically to an account specified by
Buyer. Upon the
settlement of the Shares, the Escrow Agent shall pay to the order of Seller the
aggregate Purchase Price by wire transfer of immediately available funds to an
account specified by Seller
in accordance with Exhibit
B. It shall be a
condition to the obligation of Buyer on the one hand and Seller on the other
hand, to consummate the transfer of the Shares contemplated hereunder that the
other party’s representations and warranties are true and correct as of the
Closing with the same effect as though made on such date, unless waived in
writing by the party to whom such representations and warranties are
made.
3
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
7. Non-Voting
Shares. Within
one (1) day of this Agreement, Seller shall inform Buyer as to the number of
Shares to which it does not hold Redemption Rights and/or the rights to vote the
Shares at the Meeting or upon any action by written consent (any such Share, a
“Non-Voting Share”) as a result of such Shares being lent by Seller’s broker to
a third party prior to the execution of this Agreement, if
any. Further, Seller provide written evidence from Seller’s broker of
such Non-Voting Shares and shall return, within two (2) business days, without
demand or any other action on the part of Buyer, the Option Price with respect
to such Non-Voting Shares.
8. Representations
and Warranties of the Seller. Seller hereby represents
and warrants to Buyer on the date hereof and on the Closing
that:
(a) Sophisticated
Seller. Seller
is sophisticated in financial matters and is able to evaluate the risks and
benefits attendant to the sale of Shares to Buyer.
(b) Independent
Investigation. Seller, in making the
decision to sell the Shares to Buyer, has not relied upon any oral or written
representations or assurances from Buyer or any of its officers, directors or
employees or any other representatives or agents of Buyer. Seller has
had access to all of the filings made by the Company with the SEC, pursuant to
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities
Act of 1933, as amended
(the “Securities Act”) in
each case to the extent available publicly via the SEC’s Electronic Data
Gathering, Analysis and Retrieval system.
(c) Authority. This Agreement has been
validly authorized, executed and delivered by Seller and, assuming the due
authorization, execution and delivery thereof by Buyer, is a valid and binding
agreement enforceable in accordance with its terms, subject to the general
principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally. The execution, delivery and
performance of this Agreement by Seller does not and will not conflict with,
violate or cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to which Seller is a
party which would prevent Seller from performing its obligations hereunder or
(ii) any law, statute, rule or regulation to which Seller is
subject.
(d) No Legal
Advice from Buyer. Seller acknowledges that it has had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with Seller’s own
legal counsel and investment and tax advisors. Seller is not relying
on any statements or representations of Buyer or any of its representatives or
agents for legal, tax or investment advice with respect to this Agreement or the
transactions contemplated by the Agreement.
(e) Ownership of
Shares; No Proxy. Seller is the legal and
beneficial owner of the Shares, except for 250,900 Shares purchased on
August 27, 2009 has held the Shares for at least sixty (60) days and
will transfer to Buyer at
the Closing good and marketable title to the Shares free and clear of any liens,
claims, security interests, options, charges or any other encumbrance
whatsoever. Subject to Section 7, the Seller beneficially owned all of the
Shares as of the date of
this Agreement and has the
sole right to exercise Redemption Rights and vote the Shares, whether at the
Meeting or upon action by written consent, with respect to all of the
Shares. Except as provided by this Agreement,
Seller has not, directly or indirectly, granted any proxies or entered into any
voting trust or other agreement or arrangement with respect to the
voting, regardless of
whether such vote would occur at the Meeting or upon action by written
consent, of any of
the
Shares.
4
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
(f) Cash
Account. If the Shares are not
currently held in a “cash account,” Seller will transfer the Shares into a “cash
account” as soon as practicable following the execution of this Agreement;
provided, however, in no event shall such transfer occur
more than two (2) business days from the execution of this
Agreement.
(g) Non-Transfer
of Shares; Number of Shares. Except with respect
to Section 8(f)
or a transfer to the Buyer
or its assigns, the Shares which are subject to the Purchase Option shall not be
transferred, sold, assigned or borrowed in any manner, whether by merger, consolidation or
otherwise by the operation of law, following the execution of this
Agreement.
(h) Seller
Taxes. Seller
understands that Seller (and not the Buyer) shall be responsible for any and all
tax liabilities of Seller that may arise as a result of the transactions
contemplated by this Agreement.
9. Representations
and Warranties of Buyer. Buyer hereby represents to
the Seller that:
(a) Sophisticated
Buyer. Buyer is
sophisticated in financial matters and is able to evaluate the risks and
benefits attendant to the purchase of Shares from Seller.
(b) Independent
Investigation. Buyer, in making the
decision to (i) pay the Option Price, (ii) exercise the Purchase Option and
(iii) purchase the Shares from Seller, has not relied upon any oral or written
representations or assurances from Seller or any of its officers, directors,
partners or employees or any other representatives or agents of Seller, other
than the representations and warranties set forth in this
Agreement.
(c) Authority. This Agreement has been
validly authorized, executed and delivered by Buyer and assuming the due
authorization, execution and delivery thereof by Seller, is a valid and binding
agreement enforceable in accordance with its terms, subject to the general
principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally. The execution, delivery and
performance of this Agreement by Buyer does not and will not conflict with,
violate or cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to which Buyer is a party
which would prevent Buyer from performing its obligations hereunder or (ii) any
law, statute, rule or regulation to which Buyer is subject.
5
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
(d) No Legal
Advice from Seller. Buyer acknowledges that is
has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with Buyer’s own legal counsel and investment and
tax advisors. Buyer is relying solely on such counsel and advisors
and not on any statements or representations of Seller or any of its
representatives or agents for legal, tax or investment advice with respect to
this Agreement or the transactions contemplated by this
Agreement.
10. Covenants.
(a) Seller. Seller
hereby covenants and agrees (i) Seller has owned the Shares for at least sixty
days, (ii) Seller has provided instructions to its broker substantially in the
form of Exhibit
A, which shall not allow the Shares to be borrowed by, or lent to, any
other person or entity whatsoever, (iii) that except pursuant to the terms of
this Agreement, Seller shall not, directly or indirectly, (A) grant any proxies
or enter into any voting trust or other agreement or arrangement with respect to
the voting of any of the Shares, regardless of whether such vote would occur at
the Meeting or upon action by written consent or (B) sell, assign, transfer,
encumber or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect assignment,
transfer, encumbrance or other disposition of, any of the Shares during the term
of this Agreement. Seller shall not seek or solicit any such
assignment, transfer, encumbrance or other disposition or any such contract,
option or other arrangement or understanding and agrees to notify Buyer
promptly, and to provide all details requested by Buyer, if Seller shall be
approached or solicited, directly or indirectly, by any person with respect to
any of the foregoing, (iv) Seller shall comply with all filing obligations, if
any, under the Securities Act, and the Exchange Act with respect to the Purchase
Option, exercise of the Purchase Option, or any other transactions contemplated
by this Agreement; provided, however, Seller shall
file for confidential treatment of this Agreement and provided, further, Seller shall
allow counsel to Buyer one (1) day to review any submissions to the SEC, (v)
Seller shall not share this Agreement or disclose any provisions of this
Agreement with any other person; provided, however, Seller may
disclose this Agreement to (a) its employees and (b) its counsel,
each of whom Seller shall direct to keep this Agreement confidential and (vi)
upon being contacted by the Company or any of its affiliates, including, but not
limited to the Company’s investment bankers, attorneys or other representatives,
Seller may disclose to the Company that Seller no longer controls the vote with
respect to the Shares as a result of Seller entering into an option agreement
with respect to the Shares.
(b) Buyer. Buyer
hereby covenants and agrees that Buyer shall comply with all filing obligations,
if any, under the Securities Act and the Exchange Act, with respect to the
Purchase Option, exercise of the Purchase Option, any subsequent ownership of
the Shares, or any other transactions contemplated by this
Agreement.
11. Termination. Notwithstanding any
provision in this Agreement to the contrary, this Agreement shall become null
and void and of no further
force and effect upon the
earlier to occur: (i) termination by the written agreement of
the parties to this Agreement or (ii) the day on which the Company liquidates
its trust account.
6
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
12. Liquidated
Damages. If
Seller (i) terminates this Agreement for any reason, or (ii) in any way breaches
Section 3 of this Agreement, ***, with such payment to be paid to the Buyer by Seller within one
(1) business day after
such termination or
breach. Such payment shall be liquidated
damages to compensate the
Buyer for the damages it
shall have sustained as a
result of such breach,
which the parties acknowledge are not capable of being definitively determined
and not as a penalty. Nothing contained in this Section
12 shall serve to limit Buyer’s right to seek specific performance
and other relief under
Section 16 of this
Agreement.
13. 13D
Filing. Seller
acknowledges and understands that by virtue of this Purchase Option, or the
exercise of such Purchase Option, Buyer may be required to file a 13D with the
U.S. Securities and Exchange Commission (the “Filing”) and hereby consents to
any such Filing reasonably required in the opinion of Buyer and/or its
counsel. Seller further acknowledges and understands that Buyer may
be required, pursuant to
the Exchange Act, to
divulge certain information of Seller, including, but not limited to, its name,
principals, Share position, Option Price, Purchase Price and may be required to
file this Agreement as an exhibit to any such Filing.
14. Counterparts;
Facsimile. This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument. This Agreement or any
counterpart may be executed via facsimile transmission, and any such executed
facsimile copy shall be treated as an original.
15. Governing
Law. This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of Delaware. Each of the parties hereby
agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall, to the fullest extent
applicable, be brought and enforced first in the
Delaware Chancery
Court, then to such other
court in the State of Delaware as appropriate and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. Each of the
parties hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum.
16. Remedies
Cumulative. Each
of the parties hereto acknowledges and agrees that, in the event of any breach
of any covenant or agreement contained in this Agreement by the other party,
money damages may be inadequate with respect to any such breach and the
non-breaching party may have no adequate remedy at law. It is
accordingly agreed that each of the parties hereto shall be entitled, in
addition to any other remedy to which they may be entitled at law or in equity,
to seek injunctive relief and/or to compel specific performance to prevent
breaches by the other party hereto of any covenant or agreement of such other
party contained in this Agreement. Accordingly, Seller hereby agrees Buyer
is entitled to an injunction prohibiting any conduct by the Seller in violation of this Agreement and shall not seek
the posting of any bond in connection with such request for an injunction.
Furthermore, in any action to enforce this Agreement, Seller waives its right to
assert any counterclaims and its right to assert set-off as a
defense. Seller
agrees to pay all costs and expenses, including reasonable attorneys' and
experts' fees that
Buyer may incur in
connection with the
enforcement of this Agreement.
7
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
17. Severability. If any term, provision or
covenant of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions and covenants of this Agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated
18. Binding
Effect; Assignment and
Transfer. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal representatives, successors and permitted
assigns. This Agreement shall not be assigned or transferred by
Seller. Buyer may assign, transfer or sell any of its rights under
this Agreement at any time prior to the exercise of the Purchase Option
(collectively, a “Transfer”). All rights and obligations of the Buyer
shall terminate upon any such Transfer and all such rights and obligations shall
be assumed by the transferee except that Buyer shall be liable to Seller for any
failure of such transferee to meet such obligations; provided, however, Seller shall first seek to enforce
such obligations against the transferee.
19. Headings. The descriptive headings of
the Sections hereof are inserted for convenience only and do not constitute a
part of this Agreement.
20. Entire
Agreement; Changes in Writing. This Agreement constitutes
the entire agreement among the parties hereto and supersedes and cancels any
prior agreements, representations and warranties, whether oral or written, among
the parties hereto relating to the transaction contemplated
hereby. Neither this Agreement not any provision hereof may be
changed or amended orally, but only by an agreement in writing signed by the
other party hereto.
21. Notice. All notices, statements or
other documents which are required or contemplated by this Agreement shall be in
writing and delivered personally or sent by first class registered or certified
mail, electronic mail, overnight courier service or facsimile transmission to
the address or fax number most recently provided to such Person or such other
address or fax number as may be designated in writing by such
Person. Any notice or other communication so transmitted shall be
deemed to have been given on the day of delivery, if delivered personally or if
sent by electronic mail or facsimile transmission, one (1) business day after
delivery to an overnight courier service or five (5) days after mailing if sent
by mail.
Address for Notice:
|
The Malibu Companies,
LLC
|
Bulldog
Investors
|
|
ADDRESS:
00000 Xxxxxxx Xxxxxx #000
Xxxxxxx Xxxxxxxxx, XX 00000
With a copy
to:
Ellenoff Xxxxxxxx & Schole,
LLP
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X.
Xxxxxxxx
|
ADDRESS:
Park 80 West – Plaza Two,
Xxxxx 000
Xxxxxx Xxxxx, XX 00000
|
8
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
[Signature
Page Follows]
9
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.
THE
MALIBU COMPANIES, LLC
By:____________________________________
Name:
Title:
BULLDOG
INVESTORS
By:____________________________________
Name:
Title:
|
Option
Price (per Share):
|
$***
|
|
Purchase
Price (per Share)*:
|
$
|
|
Number
of Shares:
|
338,300
|
|
Aggregate
Option Price:
|
$***
|
|
Aggregate
Purchase Price*:
|
$
|
* Only to
be completed in accordance with Section 2 in the event the Purchase Option is
exercised.
10
Schedule
1
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
WIRING
INSTRUCTIONS OF SELLER
***
11
Exhibit
A
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
[LETTERHEAD
OF SELLER]
[INSERT
BROKER NAME]
[INSERT
BROKER ADDRESS]
[INSERT
ATTN: DETAILS]
RE:
Account No. [INSERT ACCOUNT NUMBER]
Gentlemen:
[NAME OF SELLER] (“we” or the
“Company”) are writing in regards to the above referenced account number (the
“Account”) held by [INSERT NAME OF BROKER] (“you”). With respect to
[NUMBER] of shares of the common stock of Ideation Acquisition Corp. (the
“Shares”) held in our Account, we hereby request that you do not, in any manner
whatsoever, lend, or allow to be borrowed, for any period of time whatsoever,
such Shares.
Very
truly yours,
[SELLER]
By:____________________________________
Name:
Title:
Agreed to
and accepted:
[BROKER]
By:
____________________
Name:
Title:
11
Exhibit
B
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
[LETTERHEAD
OF BUYER]
[INSERT
ESCROW AGENT NAME]
[INSERT
ESCROW AGENT ADDRESS]
[INSERT
ATTN: DETAILS]
RE:
Account No. [INSERT ACCOUNT NUMBER]
Gentlemen:
[NAME OF BUYER] (“we” or the “Company”)
are writing in regards to the above referenced account number held by [INSERT
NAME OF ESCROW AGENT] (“you”). Pursuant to the terms of an Option
Purchase Agreement between the Company and [INSERT SELLER], the Company has
exercised its option to purchase [INSERT NUMBER] of shares (the “Shares”) of the
common stock of Ideation Acquisition Corp. In consideration for the
electronic transfer of the Shares, [using the Depository Trust Company’s DWAC
(Deposit/Withdrawal at Custodian) System], to the Company’s specified account,
you are hereby irrevocably instructed to wire [AMOUNT] to [BUYER], in accordance
with the wiring instructions provided below.
[INSERT
WIRE INSTRUCTIONS]
12
CONFIDENTIAL
TREATMENT REQUESTED
WITH RESPECT
TO CERTAIN PORTIONS HEREOF
DENOTED WITH
“***”
The
address for [SELLER] is [ADDRESS]. The contact person for [SELLER] is
[PERSON]. He can be reached at [NUMBER].
Kindly acknowledge where indicated
below, your receipt and understanding of these instructions and return a copy to
Ellenoff Xxxxxxxx & Schole LLP, attn: Xxxxx X. Xxxxxxx, Esq., facsimile
number (000)-000-0000.
A facsimile signed and electronically
delivered copy of this letter shall be deemed an original.
Very
truly yours,
[BUYER]
By:
_________________________
Name:
Title:
Acknowledged
and Agreed:
[ESCROW
AGENT]
By:
____________________________
Name:
Title:
[SELLER]
By:
____________________________
Name:
Title:
13
