STOCK ESCROW AND VOTING AGREEMENT
THIS
STOCK ESCROW AND VOTING AGREEMENT, dated as of ,
2006 (the “Agreement”),
by
and among DOUBLOON CORP., a Delaware corporation (the “Company”),
MAXIM
GROUP LLC, a New York limited liability company (“Maxim”)
and AMERICAN
STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow
Agent”).
WHEREAS,
the Company has entered into an Underwriting Agreement, dated ________, 2006,
with Maxim, acting as representative of the several underwriters (collectively,
the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase
and offer to the public (the “Offering”)
10,000,000 units (the “Units”)
of the
Company’s securities. Each Unit consists of one share of the Company’s
Common Stock, par value 0.00001 per share (“Common
Stock”),
and
one Warrant, each Warrant to purchase one share of Common Stock, all as more
fully described in the Company’s final Prospectus, dated [ ],
2006,
comprising part of the Company’s Registration Statement on Form S-1
(File No. 333-[______]) under the Securities Act of 1933, as amended,
declared effective on [ ],
2006;
WHEREAS,
as partial consideration for its services as representative of the Underwriters,
the Company has agreed to issue to Maxim 100,000 shares of Common Stock and
up
to an additional 15,000 shares of Common Stock if the Underwriters’
over-allotment option is exercised in full (collectively, the “Maxim
Shares”);
WHEREAS,
Maxim has agreed, as a condition of the issuance of such shares, to deposit
the
Maxim Shares, in escrow, and to vote such shares, as hereinafter provided;
and
WHEREAS,
the Company and Maxim desire that the Escrow Agent accept the Escrow Shares,
in
escrow, to be held and disbursed as hereinafter provided.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants,
representations and warranties contained herein and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Appointment
of Escrow Agent.
The Company and Maxim hereby appoint the Escrow Agent to act in accordance
with
and subject to the terms of this Agreement, and the Escrow Agent hereby accepts
such appointment and agrees to act in accordance with and subject to such
terms.
2. Deposit
of Escrow Shares.
On the closing date of the Offering, and on each subsequent closing, if any,
of
the sale of Units pursuant to the exercise of the Underwriters’ over-allotment
option, the Company shall deliver to the Escrow Agent certificates representing
the Maxim Shares to which Maxim is entitled, to be held and disbursed subject
to, the terms and conditions of this Agreement. Maxim acknowledges that the
certificates representing the Maxim Shares will be legended to reflect the
deposit of such Maxim Shares under this Agreement.
3. Disbursement
of the Escrow Shares.
The Escrow Agent shall hold the Maxim Shares until the consummation of a
Business Combination (as such term is defined in the Registration Statement)
by
the Company (the “Escrow
Period”),
on
which date it shall, upon written instructions from Maxim, disburse the Maxim
Shares to Maxim; provided, however, that if the Escrow Agent is notified by
the
Company pursuant to Section 6.7 hereof that the Company is being liquidated
at any time during the Escrow Period, then the Escrow Agent shall promptly
destroy the certificates representing the Maxim Shares. The Escrow Agent shall
have no further duties hereunder after the disbursement or destruction of the
Maxim Shares in accordance with this Section 3.
4. Rights
of Maxim in the Maxim Shares.
4.1 Voting
Rights as a Stockholder.
Maxim shall retain all of its rights as a stockholder of the Company during
the
Escrow Period, including, without limitation, the right to vote the Maxim
Shares. Notwithstanding the foregoing, Maxim hereby agrees that it will vote
the
Maxim Shares, (a) in connection with the consideration of a Business
Combination, in accordance with the majority of the shares of Common Stock
voted
by stockholders purchasing shares on the Offering, and (b) in connection with
the consideration of a plan of dissolution and liquidation of the company,
in
favor of such plan.
4.2 Dividends
and Other Distributions in Respect of the Escrow Shares.
During the Escrow Period, all dividends payable in cash with respect to the
Maxim Shares shall be paid to Maxim, but all dividends payable in stock or
other
non-cash property (the “Non-Cash
Dividends”)
shall
be delivered to the Escrow Agent to hold in accordance with the terms
hereof. As used herein, the term “Maxim Shares” shall be deemed to include
the Non-Cash Dividends distributed thereon, if any.
4.3 Restrictions
on Transfer. During
the Escrow Period, Maxim shall not (a) sell, transfer or otherwise dispose
of
any or all of the Maxim Shares, to any entity, or (b) pledge or grant a security
interest in the Maxim Shares or grant a security interest in its rights under
this Agreement.
4.4 Waiver
of Rights Upon Liquidation. Maxim
hereby waives any and all right, title, interest or claim of any kind in or
to
any liquidating distributions by the Company in the event of the dissolution
and
liquidation of the Company upon the Company’s failure to timely complete a
Business Combination with respect to the Maxim Shares.
5. Concerning
the Escrow Agent.
5.1 Good
Faith Reliance.
The Escrow Agent shall not be liable for any action taken or omitted by it
in
good faith and in the exercise of its own best judgment, and may rely
conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the
Escrow Agent), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Escrow Agent to be genuine and
to be
signed or presented by the proper person or persons. The Escrow Agent
shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if
the
duties or rights of the Escrow Agent are affected, unless it shall have given
its prior written consent thereto.
5.2 Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from
and
against any expenses, including counsel fees and disbursements, or loss suffered
by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of
or
relates to this Agreement, the services of the Escrow Agent hereunder, or the
Maxim Shares held by it hereunder, other than expenses or losses arising from
the gross negligence or willful misconduct of the Escrow Agent. Promptly
after the receipt by the Escrow Agent of notice of any demand or claim or the
commencement of any action, suit or proceeding, the Escrow Agent shall notify
the other parties hereto in writing. In the event of the receipt of such
notice, the Escrow Agent, in its sole discretion, may commence an action in
the
nature of interpleader in an appropriate court to determine ownership or
disposition of the Maxim Shares or it may deposit the Maxim Shares with the
clerk of any appropriate court or it may retain the Maxim Shares pending receipt
of a final, non-appealable order of a court having jurisdiction over all of
the
parties hereto directing to whom and under what circumstances the Maxim Shares
are to be disbursed and delivered. The provisions of this Section 5.2
shall survive in the event the Escrow Agent resigns or is discharged pursuant
to
Sections 5.5 or 5.6 below.
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5.3 Compensation.
The Escrow Agent shall be entitled to reasonable compensation from the Company
for all services rendered by it hereunder. The Escrow Agent shall also be
entitled to reimbursement from the Company for all expenses paid or incurred
by
it in the administration of its duties hereunder, including, but not limited
to,
all legal counsel and agents’ fees and disbursements and all taxes or other
governmental charges.
5.4 Further
Assurances.
From time to time, on and after the date hereof, the Company and Maxim shall
deliver, or cause to be delivered, to the Escrow Agent such further documents
and instruments and shall do or cause to be done such further acts as the Escrow
Agent shall reasonably request to carry out more effectively the provisions
and
purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.
5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as
escrow agent hereunder by its giving the other parties hereto written notice
and
such resignation shall become effective as hereinafter provided. Such
resignation shall become effective at such time that the Escrow Agent shall
turn
over to a successor escrow agent appointed by the Company, the Maxim Shares
held
hereunder. If no new escrow agent is so appointed within the sixty (60)
day period following the giving of such notice of resignation, the Escrow Agent
may deposit the Maxim Shares with any court it reasonably deems
appropriate.
5.6 Discharge
of Escrow Agent.
The Escrow Agent shall resign and be discharged from its duties as escrow agent
hereunder if so requested in writing at any time by the Company and Maxim,
jointly; provided, however, that such resignation shall become effective only
upon acceptance of appointment by a successor escrow agent as provided in
Section 5.5.
5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not
be
relieved from liability hereunder for its own gross negligence or its own
willful misconduct.
6. Miscellaneous.
6.1 Governing
Law.
This Agreement shall for all purposes be deemed to be made under and shall
be
construed in accordance with the laws of the New York.
6.2 Entire
Agreement.
This Agreement contains the entire agreement of the parties hereto with respect
to the subject matter hereof and, except as expressly provided herein, may
not
be changed or modified except by an instrument in writing signed by the party
to
be charged.
6.3 Headings.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation thereof.
6.4 Binding
Effect.
This Agreement shall be binding upon and inure to the benefit of the respective
parties hereto and their legal representatives, successors and
assigns.
6.5 Notices.
Any notice or other communication required or which may be given hereunder
shall
be in writing and either be delivered personally or be mailed, certified or
registered mail, or by private national courier service, return receipt
requested, postage prepaid, and shall be deemed given when so delivered
personally or, if mailed, two days after the date of mailing, as
follows:
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If
to the
Company, to:
c/o
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
Chief Executive Officer
If
to
Maxim, to:
Maxim
Group, LLC
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, Managing Director
And
if to
the Escrow Agent, to:
American
Stock Transfer & Trust Company
[Insert
Address]
Attn:
Chairman
A
copy of
any notice sent hereunder shall be sent to:
Mintz,
Levin, Cohn, Ferris, Glovsky & Popeo P.C.
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇▇., Esq.
and:
Loeb
& Loeb, LLP
▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
The
parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in
the
manner provided herein for giving notice.
6.6 Liquidation
of Company.
The
Company shall give the Escrow Agent written notification of the liquidation
and
dissolution of the Company in the event that the Company fails to consummate
a
Business Combination within the time period(s) specified in the
Prospectus.
6.7 Counterparts.
This
Agreement may be executed in several counterparts, each one of which may be
delivered by facsimile transmission and each of which shall constitute an
original, and together shall constitute but one instrument.
(Remainder
of page intentionally left blank. Signature pages to
follow.)
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
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By:
_______________________________
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇.
Chief
Executive Officer
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MAXIM
GROUP LLC
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By:
_______________________________
Name:
Title:
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AMERICAN
STOCK TRANSFER & TRUST COMPANY
By:
_______________________________
Name:Title:
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