Warrant Purchase Agreement between Jesup & Lamont Securities Corporation and Everest Acquisition Corporation
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Summary
Jesup & Lamont Securities Corporation agrees to purchase up to 1,250,000 warrants of Everest Acquisition Corporation at market prices not exceeding $0.70 per warrant, within 45 trading days after the warrants become separately tradeable following the company's IPO. Jesup & Lamont or its affiliates may make the purchases, but Jesup & Lamont is responsible if affiliates do not fulfill the obligation. The warrants cannot be sold or transferred until Everest completes a business combination, such as a merger or acquisition.
EX-10.7 12 v023314_ex10-7.htm
EXHIBIT 10.7
August ___, 2005
Everest Acquisition Corporation
15/F, The Hong Kong Club Building
3A Chater Road Central
Hong Kong
| Re: | Everest Acquisition Corporation |
Gentlemen:
This letter will confirm the agreement of Jesup & Lamont Securities Corporation (“Jesup & Lamont”) to purchase warrants (“Warrants”) of Everest Acquisition Corporation (“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 Jesup & Lamont, acting as the representative of the underwriters in the IPO, informs the Company of its decision to allow earlier separate trading subject to certain restrictions.
1. Jesup & Lamont agrees that this letter agreement constitutes an irrevocable obligation by Jesup & Lamont to purchase for Jesup & Lamont’s account, within the forty-five-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 $.70 per Warrant, subject to a maximum Warrant purchase obligation equal to the number of One Million Two Hundred Fifty Thousand (1,250,000) Warrants (“Maximum Warrant Purchase”).
2. All or part of the Maximum Warrant Purchase may be made by one or more affiliates of Jesup & Lamont (“Affiliate”); provided, however, that Jesup & Lamont hereby agrees to make payment of the purchase price of such purchase and to fulfill its Maximum Warrant Purchase in the event and to the extent that any Affiliate fails to make such payment or purchase.
3. Jesup & Lamont agrees that neither it nor any Affiliate 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 Jesup & Lamont, the certificates for such Warrants shall contain a legend indicating such restriction on transferability.
Very truly yours,
JESUP & LAMONT SECURITIES CORPORATION
By:_____________________________________
Name:
Title:
