LETTER AGREEMENTLetter Agreement • March 12th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas
April 30, 2017 STRICTLY CONFIDENTIAL CEL-SCI Corporation 8229 Boone Blvd., Suite 802 Vienna, Virginia 22182 Attn: Geert R. Kersten, Chief Executive Officer Dear Mr. Kersten: This letter agreement (this "Agreement") constitutes the agreement between...Letter Agreement • May 2nd, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
ESH Acquisition Corp. New York, New York 10003 Re: Initial Public Offering Gentlemen:Letter Agreement • May 22nd, 2023 • ESH Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among ESH Acquisition Corp., a Delaware corporation (the “Company”), I-Bankers Securities, Inc., as an underwriter and representative of the several underwriters named thereto (the “Representative”) and Dawson James Securities Inc. (“Co-Manager”, and together with the Representative and the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of the Common Stock
COVA Acquisition Corp. 530 Bush Street, Suite 703 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 11th, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registra
Fortune Joy International Acquisition Corp Jintian Road, Futian District Shenzhen, Guangdong, China US Tiger Securities, Inc. New York, NY 10022Letter Agreement • February 8th, 2023 • Fortune Joy International Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Fortune Joy International Acquisition Corp, a Cayman Islands exempted company (the “Company”), and US Tiger Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), one redeemable warrant and one right (“Right”) to receive one-tenth (1/10) of a Class A Ordinary Share. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11
STRICTLY CONFIDENTIAL Dermata Therapeutics, Inc.Letter Agreement • March 13th, 2023 • Dermata Therapeutics, Inc. • Pharmaceutical preparations • New York
Waldencast Acquisition Corp. White Plains, NY 10606 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 5th, 2022 • Dynamo Internacional Gestao De Recursos Ltda. • Perfumes, cosmetics & other toilet preparations
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered among Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public
Bank Name] [Bank Address]Letter Agreement • December 8th, 2022 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
Flag Ship Acquisition Corporation New York, New York 10004 [Underwriter Representative] Ladenburg Thalmann Co. Inc.Letter Agreement • December 14th, 2022 • Flag Ship Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), one warrant to purchase one Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The U
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Citibank, N.A. Re: Base Call Option Transaction Date: May 9, 2023Letter Agreement • May 12th, 2023 • Wayfair Inc. • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
EXHIBIT 10.1 LETTER AGREEMENTLetter Agreement • April 8th, 2011 • Red Mountain Resources, Inc. • Services-prepackaged software • Texas
Avalon Acquisition Inc. San Francisco, CA 94111 Maxim Group LLC New York, NY 10022Letter Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”) and Maxim Group LLC, as representative (“Maxim”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 17th, 2023 • Distoken Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and I-Bankers Securities, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “ordinary shares”), one warrant (each whole warrant, a “Warrant”) and one right (the “Right”). Each Warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment. Each Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary sh
FG New America Acquisition II Corp.Letter Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defi
FTAC Emerald Acquisition Corp. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 25,300,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). The Company expects that the Units will
Exhibit 23(d)(1)(e) October 1, 2009 Lincoln Investment Advisors Corporation 1300 South Clinton Street Fort Wayne, Indiana 46802 RE: Advisory Fee Waiver Agreement - LVIP Wells Fargo Intrinsic Value Fund Ladies and Gentlemen: This letter agreement (the...Letter Agreement • January 29th, 2010 • Lincoln Variable Insurance Products Trust • Delaware
Dealer’s name] [Dealer’s address]Letter Agreement • February 6th, 2023 • Integer Holdings Corp • Electromedical & electrotherapeutic apparatus
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated January 30, 2023 (the “Offering Memorandum”) relating to the 2.125% Convertible Senior Notes due 2028 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 435,000,000 (as increased by up to an aggregate principal amount of USD 65,000,000 if and to the extent that the Initial Purchasers (as defined below) exercise their option to purchase additional Convertible Notes pursua
PETROHAWK [LOGO GOES HERE] ENERGY CORPORATION JULY 14, 2003 VIA EMAIL AND OVERNIGHT DELIVERY MI MIKE NEWPORT PRESIDENT MAINLAND RESOURCES, INC 117314 SH 249, SUITE 306 HOUSTON, TEXAS 77064 RE LETTER AGREEMENT RELATING TO DEVELOPMENT OF ACREAGE IN...Letter Agreement • July 18th, 2008 • Mainland Resources Inc. • Metal mining
FORM OF REGISTERED FORWARD CONFIRMATIONLetter Agreement • March 16th, 2023 • National Health Investors Inc • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
LOGO] TRIPOINT GLOBAL EQUITIES, LLC MEMBER: NASD/SIPC July 12, 2007 CONFIDENTIAL BioForce Nanosciences Holdings, Inc. 1615 Golden Aspen Drive Suite 101 Ames, Iowa 50010 Attention: Eric Henderson CEO This letter agreement (this "Agreement") confirms...Letter Agreement • September 7th, 2007 • Bioforce Nanosciences Holdings, Inc. • Laboratory analytical instruments
Qomolangma Acquisition Corp. 11178 Broadway, 3rd Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. New York, NY 10172Letter Agreement • October 6th, 2022 • Qomolangma Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 5,750,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant to purchase one share of Common Stock (“Warrant”) and one right (“Right”) to receive 1/10th of one share of Common Stock. Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustme
October 23, 2015Letter Agreement • November 13th, 2015 • Global Defense & National Security Systems, Inc. • Blank checks
This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Compan
Terns Pharmaceuticals, Inc. 10,350,000 Shares of Common Stock, Par Value $0.0001 Underwriting AgreementLetter Agreement • December 23rd, 2022 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
EXHIBIT 99.4 December 19, 2005 Harry S. Palmin President and CEO Novelos Therapeutics, Inc. One Gateway Center, Ste 504 Newton, MA 02458 Dear Harry: 1. This letter agreement (the "Agreement") confirms our understanding that Novelos Therapeutics, Inc....Letter Agreement • March 3rd, 2006 • Novelos Therapeutics, Inc. • Pharmaceutical preparations
April 20, 2023 Mr. James L. Dolan MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) Two Pennsylvania Plaza New York, NY 10121 Dear Jim:Letter Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation
This letter agreement (the “Agreement”), effective as of the closing of the Spin-Off (the “Effective Date”) will confirm the terms of your employment with MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., the “Company”) following the Effective Date. For purposes of this Agreement, “Spin-Off” means the distribution of approximately 67% of the issued and outstanding shares of common stock of the Company to the shareholders of Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co., “Sphere Entertainment”).
STRICTLY CONFIDENTIAL CEL-SCI CorporationLetter Agreement • August 24th, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
FG Merger Corp.Letter Agreement • February 23rd, 2022 • FG Merger Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FG Merger Corp., a Delaware corporation (the “Company”), and ThinkEquity, a division of Fordham Financial Management, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,050,000 of the Company’s units (including up to 1,050,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as def
Gores Guggenheim, Inc. Boulder, CO 80301Letter Agreement • March 26th, 2021 • Gores Guggenheim, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Guggenheim, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pr
LETTER AGREEMENTLetter Agreement • September 14th, 2022 • Highland Funds Ii • Massachusetts
Monterey Capital Acquisition Corporation Monterey, CA 93940 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 22nd, 2022 • Monterey Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one redeemable warrant and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per s
AxonPrime Infrastructure Acquisition Corporation New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 20th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjus
SilverBox Corp III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 (512) 575-3637Letter Agreement • February 10th, 2023 • SilverBox Corp III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Se
Excolere Acquisition Corp. 2029 Century Park East, Suite 400N Los Angeles, CA 90067Letter Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”) and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Jefferies LLC as representative of the Underwriter(s) listed on Schedule A to the Underwriting Agreement (as defined below) New York, NY 10022Letter Agreement • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”) and Jefferies LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (
Korea Milestone Acquisition Corporation SoftForum Building, 8th Floor Gangnam, Seoul, Korea, 135-170 Broadband Capital Management New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Korea Milestone Acquisition Corporation, a Cayman Islands company (the “Company”), and Broadband Capital Management LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of the Company’s units (the “Units”), each Unit comprised of two ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 13 hereof.