Exhibit 10.12
_________ __, 2005
Granite Financial Group, Inc.
00000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Re: InterAmerican Acquisition Group Inc.
Gentlemen:
This letter will confirm the agreement of the undersigned to
purchase warrants ("Warrants") of InterAmerican Acquisition Group 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 tradeable until 90 days after
the effective date of the Company's IPO unless Granite Financial Group, Inc.
("Granite") informs the Company of its decision to allow earlier separate
trading.
The undersigned agrees that this letter agreement constitutes an
irrevocable obligation by the undersigned to purchase through Granite for the
undersigned's account, within the 45 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 $.65 per Warrant,
subject to a maximum Warrant purchase obligation of 2,000,000 Warrants ("Maximum
Warrant Purchase"). Xxxxxxx agrees to fill such order in such amounts and at
such times as instructed by the undersigned during the 45 trading-day period
commencing on the Separation Date. Granite further agrees that it will not
charge the undersigned any fees and/or commissions with respect to such purchase
obligation.
The undersigned may notify Granite that all or part of the Maximum
Warrant Purchase will be made by one or more affiliates of the undersigned (or
another person or entity introduced to Granite by the undersigned (a
"Designee")) who (or which) has an account at Granite and, in such event,
Granite will make such purchase on behalf of said affiliate or Designee;
provided, however, that the undersigned hereby agree to make payment of the
purchase price of such purchase and to fulfill their Maximum Warrant Purchase in
the event and to the extent that their affiliate or Designee fails to make such
payment or purchase.
The undersigned agrees that neither it nor any affiliate or Designee
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 Granite, the
certificates for such Warrants shall contain a legend indicating such
restriction on transferability.
Very truly yours,
INTERAMERICAN CAPITAL PARTNERS II, LLC
By: _____________________________
ACKNOWLEDGED AND AGREED:
Granite Financial Group, Inc.
By:____________________________
[Independent Broker]
By:____________________________
