August __, 2005 Wedbush Morgan Securities Inc.
August
__, 2005
Wedbush
Xxxxxx Securities Inc.
0000
Xxxxxxxx Xxxx., 00xx
Floor
Los
Angeles, CA 90017
Ladies
and Gentlemen:
This
letter will confirm the agreement of the undersigned to purchase warrants
(each,
a “Warrant” and collectively, “Warrants”) of Industrial Services 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 in accordance with guidelines specified by Rule 10b5-1 of the
Securities Exchange Act of 1934, as amended. Each Unit is comprised
of one
share of common stock of the Company (“Common Stock”) and one Warrant.
Each of the Common Stock and Warrants will trade separately within the first
20
trading days following the earlier to occur of the exercise in full or
expiration of the underwriter’s over-allotment option.
The
undersigned agrees that this letter agreement constitutes an irrevocable
order
(“Order”) for Wedbush Xxxxxx Securities Inc. (“Wedbush”) to purchase for the
undersigned’s account within the sixty-trading day period commencing on the date
separate trading of the Warrants commences (“Separation Date”) pursuant to
provisions set forth in the warrant agreement governing the terms and conditions
of such Warrants (“Warrant Agreement”) up to _______ Warrants at market prices
not to exceed $1.20 per Warrant (“Maximum Warrant Purchase”). Wedbush (or
such other broker dealer(s) as Wedbush may assign the order to) agrees to
fill
such order in such amounts and at such times as it may determine, in its
sole
discretion, during the forty-trading day period commencing on the Separation
Date. Wedbush further agrees that it will not charge the undersigned
any
fees and/or commissions with respect to such purchase
obligation.
As
the
date hereof, the undersigned represents and warrants that it is not aware
of any
material nonpublic information concerning the Company or any securities of
the
Company and is entering into this agreement in good faith and not as part
of a
plan or scheme to evade the prohibitions of Rule 10b5-1. The undersigned
agrees
that while this agreement is in effect, the undersigned shall comply with
the
prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering into or
altering a corresponding or hedging transaction or position with respect
to the
Company’s securities. The undersigned further agrees that it shall not, directly
or indirectly, communicate any material nonpublic information relating to
the
Company or the Company’s securities to any employee of Wedbush. The undersigned
does not have, and shall not attempt to exercise, any influence over how,
when
or whether to effect purchases of Warrants pursuant to this
agreement.
The
undersigned agrees that he shall not sell or transfer the Warrants until
the
earlier of the consummation of a merger, capital stock exchange, asset
acquisition or other similar business combination and acknowledges that,
at the
option of Wedbush, the certificates for such Warrants shall contain a legend
indicating such restriction on transferability.
This
letter shall be binding on the undersigned and his respective heirs, successors
and assigns.
This
letter agreement shall be governed by and interpreted and construed in
accordance with the laws of the State of California applicable to contracts
formed and to be performed entirely within the State of California, without
regard to the conflicts of law provisions thereof to the extent such principals
or rules would require or permit the application of the laws of another
jurisdiction.
No
term
or provision of this letter agreement may be amended, changed, waived, altered
or modified except by written instrument executed and delivered by the party
against whom such amendment, change, waiver, alteration or modification is
to be
enforced.
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Very
truly yours,
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[Name]
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