EXHIBIT 10.17
Xxxx 00, 0000
Xxxxxxxxx Xxxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Manhattan Maritime Enterprises, Inc.
------------------------------------
Gentlemen:
This letter will confirm the agreement of the undersigned to purchase
warrants ("Warrants") of Manhattan Maritime Enterprises, Inc. ("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 six-month period commencing on the date separate trading of
the Warrants commences ("Separation Date") up to $ of Warrants at market prices
not to exceed $0.70 per Warrant ("Maximum Warrant Purchase"). The undersigned
may notify the Broker that all or part of the Maximum Warrant Purchase will be
made by an affiliate of the undersigned (or another person or entity introduced
to the Broker by the undersigned (a "Designee")) who (or which) has an account
with the Broker and, in such event, the Broker will make such purchase on behalf
of said affiliate or Designee; provided, however, that the undersigned hereby
agrees to make payment of the purchase price of such purchase in the event that
the affiliate or Designee fails to make such payment. The Broker agrees to fill
such order in such amounts and at such times as it may determine, in its sole
discretion, during the six-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, or his affiliate or
Designee, 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, or his affiliate or Designee, 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: _________________________________
