Re: Everest Acquisition Corporation
EXHIBIT
10.7
August
___, 2005
Everest
Acquisition Corporation
15/F,
The
Hong Kong Club Building
0X
Xxxxxx
Xxxx Xxxxxxx
Hong
Kong
| Re: |
Everest
Acquisition Corporation
|
Gentlemen:
This
letter will confirm the agreement of Jesup & Xxxxxx Securities Corporation
(“Jesup & Xxxxxx”) to purchase warrants (“Warrants”) of Everest Acquisition
Corporation (“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
tradeable until 90 days after the effective date of the Company’s IPO unless
Jesup & Xxxxxx, acting as the representative of the underwriters in the IPO,
informs the Company of its decision to allow earlier separate trading subject
to
certain restrictions.
1. Jesup
& Xxxxxx agrees that this letter agreement constitutes an irrevocable
obligation by Jesup & Xxxxxx to purchase for Jesup & Xxxxxx’x account,
within the forty-five-trading day period commencing on the date separate
trading
of the Warrants commences (“Separation Date”), as many Warrants as are available
for purchase at market prices not to exceed $.70 per Warrant, subject to
a
maximum Warrant purchase obligation equal to the number of One Million Two
Hundred Fifty Thousand (1,250,000) Warrants (“Maximum Warrant
Purchase”).
2. All
or
part of the Maximum Warrant Purchase may be made by one or more affiliates
of
Jesup & Xxxxxx (“Affiliate”); provided,
however,
that
Jesup & Xxxxxx hereby agrees to make payment of the purchase price of such
purchase and to fulfill its Maximum Warrant Purchase in the event and to
the
extent that any Affiliate fails to make such payment or purchase.
3. Jesup
& Xxxxxx agrees that neither it nor any Affiliate shall 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 Jesup & Xxxxxx, the certificates for
such Warrants shall contain a legend indicating such restriction on
transferability.
Very
truly yours,
By:_____________________________________
Name:
Title:
