Subscription Agreement
EXHIBIT
10.12
As
of
______________, 2008
To
the
Board of Directors of
Gentlemen:
The
undersigned hereby subscribes for and agrees to purchase _________ Warrants
(“Insider Warrants”) at $0.70 per Insider Warrant, each to purchase one share of
common stock, par value $0.0001 per share, of Staccato Acquisition Corp. (the
“Corporation”) for an aggregate purchase price of $___________ (“Purchase
Price”). The purchase and issuance of the Insider Warrants shall occur
simultaneously with the consummation of the Corporation’s initial public
offering of securities (“IPO”) which is being underwritten by the underwriters
set forth in the Company’s IPO prospectus included in the Registration
Statement, for which EarlyBirdCapital, Inc. (“EBC”) is acting as representative.
The Insider Warrants will be sold to the undersigned on a private placement
basis and not part of the IPO. Except as set forth herein, the Insider
Warrants shall be identical to the warrants issued in the IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx (“GM”) to hold in a non-interest
bearing account until the Corporation consummates the IPO. Simultaneously with
the consummation of the IPO, GM shall deposit the Purchase Price, without
interest or deduction, into the trust fund (“Trust Fund”) established by the
Corporation for the benefit of the Corporation’s public stockholders as
described in the Corporation’s Registration Statement, pursuant to the terms of
an Investment Management Trust Agreement to be entered into between the
Corporation and American Stock Transfer & Trust Company. In the event that
the IPO is not consummated within 14 days of the date the Purchase Price is
delivered to GM, GM shall return the Purchase Price to the undersigned, without
interest or deduction.
The
undersigned represents and warrants that he has been advised that the Insider
Warrants (including the underlying shares of common stock) have not been
registered under the Securities Act; that he is acquiring the Insider Warrants
for his account for investment purposes only; that he has no present intention
of selling or otherwise disposing of the Insider Warrants in violation of the
securities laws of the United States; that he is an “accredited investor” as
defined by Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”); and that he is familiar with the
proposed business, management, financial condition and affairs of the
Corporation.
Moreover,
the undersigned agrees that he shall not sell or transfer the Insider Warrants
or any underlying securities (except (i)
to
another officer or director of the Company, (ii) to relatives and trusts for
estate planning purposes, (iii) by virtue of the laws of descent and
distribution upon death, (iv) pursuant to a qualified domestic relations order
or (v) to an entity’s members upon its liquidation to the extent the Insider
Warrants are subsequently transferred to an entity, in each case, subject to
the
transferee agreeing to such transfer restrictions)
until
after the Corporation consummates a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business
(“Business Combination”) meeting the requirements set forth in the Registration
Statement and acknowledges that the certificates for such Insider Warrants
shall
contain a legend indicating such restriction on transferability.
The
Company hereby acknowledges and agrees that the Insider Warrants will be
exercisable on a cashless basis and, in the event the Company calls the Warrants
for redemption pursuant to that certain Warrant Agreement to be entered into
by
the Company and American Stock Transfer & Trust Company in connection with
the Company’s IPO, shall not be redeemable by the Company so long as such
Insider Warrants are held by the undersigned or his permitted
transferees.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of
EBC.
Very
truly yours,
[Purchaser]
Agreed
to:
By:
________________________________
Name:
Title:
Xxxxxxxx
Xxxxxx
By:
________________________________
Name:
Title:
EarlyBirdCapital,
Inc.
By:
________________________________
Name:
Title:
