Subscription Letter for Purchase of Founder’s Units – Gabelli Entertainment & Telecommunications Acquisition Corp.
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Summary
This agreement is a subscription letter in which an investor offers to purchase a specified number of Founder’s Units from Gabelli Entertainment & Telecommunications Acquisition Corp. Each unit includes one share of common stock and one warrant. The units are subject to certain restrictions, including possible forfeiture, escrow placement, transfer limitations, and waiver of liquidation rights if the company does not complete a business combination. The investor confirms they are an accredited investor and will hold the units for investment purposes only.
EX-4.1 4 y64054aexv4w1.htm EX-4.1: SUBSCRIPTION LETTER EX-4.1
Exhibit 4.1
As of April 11, 2008
Board of Directors of Gabelli Entertainment & Telecommunications Acquisition Corp.
Dear Sirs:
The undersigned hereby offers to purchase an aggregate of ______ units (Founders Units), each Founders Unit consisting of one share of the common stock, par value $.0001 per share (Founders Common Stock), and one warrant (Founders Warrant), each Founders Warrant to purchase one share of Founders Common Stock, of Gabelli Entertainment & Telecommunications Acquisition Corp. (Corporation), for an aggregate purchase price and total consideration of $______.
The Founders Units will be identical to the units being sold in the Corporations initial public offering (IPO), except that:
| ______ of the Founders Units are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option in the IPO in full; | ||
| the Founders Units will be placed in escrow and the Founders Common Stock and Founders Warrants will be subject to certain transfer restrictions and registration rights described in the registration statement relating to the IPO (Registration Statement); | ||
| the Founders Warrants will be exercisable on a cashless basis, at the holders election, and will not be redeemable by the Corporation, in each case, as long as they are held by the undersigned or its permitted transferees; | ||
| the undersigned will not be able to exercise conversion rights (as described in the Registration Statement) with respect to the Founders Common Stock; and | ||
| the undersigned agrees to waive its rights to participate in any liquidation distribution with respect to the Founders Common Stock if the Corporation fails to consummate an initial business combination. |
The Founders Warrants will be certificated at or prior to the closing of the IPO and will be in the same form as the warrants included in the units sold in the IPO. The Founders Warrants will be subject to a warrant agreement to be signed by the Corporation in connection with the IPO and, except as set forth above, will be identical to the warrants included in the units sold in the IPO.
The undersigned represents and warrants that it has been advised that the Founders Units have not been registered under the Securities Act; that it is acquiring the Founders Units for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of the Founders Units in violation of the securities laws of the United States; that it is an accredited investor as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; and that it is familiar with the proposed business, management, financial condition and affairs of the Corporation.
Very truly yours,