Indas Green Acquisition Corporation Level 30-31, Six Battery Road Raffles Place Singapore 049909
Exhibit
10.1.6
_________,
2008
Indas
Green Acquisition Corporation
Level
30-▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Raffles
Place
Singapore
049909
Chardan
Capital Markets, LLC
▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
New
York,
New York 10004
Re: Initial
Public Offering
Ladies
and Gentlemen:
This
letter agreement is being delivered to you in accordance with the underwriting
agreement entered into by and between Indas Green Acquisition Corporation (the
“Company”)
and
Chardan Capital Markets, LLC (“Chardan”
or
the
“Representative”),
as
representative of the several underwriters (the “Underwriters”)
relating to an initial public offering (the “IPO”)
of
5,250,000 units (6,037,500
if the
over-allotment option is exercised in full) (the “Units”),
each
unit comprised of one ordinary share, par value $.0001 per share of the Company
(the “Ordinary
Share”)
and
one warrant exercisable for one Ordinary Share. The undersigned hereby agrees
as
follows (certain capitalized terms used herein are defined in paragraph 12
hereof):
1.
If
the
Company solicits approval of its shareholders of an Extended Period or a
Business Combination, the undersigned will: (i) vote all Insider Shares owned
by
the undersigned in accordance with the majority of the votes cast by the Public
Shareholders who vote at the special or annual meeting called for the purpose
of
approving the Business Combination and (ii) vote any Ordinary Shares acquired
in
or following the IPO in favor of the Extended Period and the Business
Combination.
2.
Except
with respect to any of the IPO Shares acquired by the undersigned in or
following the IPO, the undersigned hereby irrevocably: (i) waives any and
all right, title, interest, cause of action or claim of any kind (a
“Claim”)
in or
to all funds in the Trust Account and any remaining net assets of the Company
upon liquidation of the Trust Account and dissolution of the Company;
(ii) waives any Claim the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company, which
Claim
would reduce, encumber or otherwise adversely affect the amounts held in the
Trust Account; and (iii) agrees that the undersigned will not seek recourse
(legal, equitable or otherwise) against the Trust Account for any reason
whatsoever. The undersigned hereby agrees that it shall promptly reimburse
the
Trust Account for any distribution of amounts in the Trust Account received
by
the undersigned in respect of its Insider Shares. For clarity, the undersigned
may receive distributions from the Trust Account in respect of the Ordinary
Shares acquired by the undersigned in or following the IPO. The undersigned
waives the undersigned’s right to exercise redemption rights with respect to any
Ordinary Shares owned or to be owned by the undersigned, directly or indirectly,
and agrees that the undersigned will not seek redemption with respect to such
shares in connection with any vote to approve a Business Combination or the
Extended Period.
3. Until
the
earlier to occur of the Initial Business Combination or the liquidation of
the
Trust Account, the undersigned shall indemnify and hold harmless the Company
against any and all loss, liability, claims, damages and expenses whatsoever
(including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) and judgments, to which
the Company may become subject but only to the extent necessary to ensure that
such loss, liability, claim damage or judgment (a) does not reduce the amount
in
the Trust Account below $8.00 per share (or $7.97 per share if the
over-allotment option is exercised in full) or (b) the claims are made by (i)
a
vendor for services rendered or products sold to the Company, (ii) by a third
party, including any lender, with which the Company entered into a contractual
relationship following consummation of the IPO or (iii) by a prospective target
business; provided
that
such indemnity shall not apply to (x) any claimed amounts owed to any creditor,
vendor, third party, or prospective target business that executed a waiver
of
any right, title, interest or claim of any kind in or to the Trust Account.
In
the event that the Company does not consummate a Business Combination and must
distribute to its Public Shareholders the amount in the Trust Account (including
any accrued interest) plus any remaining net assets, and if such funds are
insufficient to complete such liquidation to the extent necessary to maintain
$8.00 per share (or $7.97 if the over-allotment option is exercised in full)
in
the Trust Account, the undersigned agrees to advance such funds to complete
such
liquidation and agrees not to seek repayment for such expenses.
4. The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination involving a company affiliated with any of the Insiders
unless (a) such Business Combination is approved by a majority of the
independent directors of the Company and (b) the Company obtains an opinion
from
an independent third party appraiser, which may or may not be an investment
banking firm that is a member of the Financial Industry Regulatory Authority,
Inc., reasonably acceptable to the Representative that the purchase price to
be
paid by the Company in the Business Combination is fair to the Company’s
shareholders from a financial perspective.
5. Neither
the undersigned nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination; provided that (i) the
undersigned shall be entitled to reimbursement from the Company for its
out-of-pocket expenses incurred in connection with seeking and consummating
a
Business Combination and (ii) repayment of an aggregate of [$_______]
bearing
interest at a rate of 7% per annum made
by
the undersigned pursuant to that Promissory Note, dated, January 30, 2008,
between the Company and the undersigned.
6. The
undersigned agrees that neither the undersigned nor any Affiliate of the
undersigned will be entitled to receive or accept, and the undersigned and
its
Affiliates, on behalf of the undersigned and the aforementioned parties, hereby
waives any rights to, a finder’s fee or any other compensation payable by the
Company in the event the undersigned or any Affiliate of the undersigned
originates a Business Combination or otherwise renders services on behalf of
the
Company prior to or in connection with a Business Combination.
7. The
undersigned will escrow its Insider Shares for the period commencing on the
effective date of the registration statement relating to the IPO (the
“Effective
Date”),
and
ending on the earlier to occur of either: (i) two years after the effective
date
of the Prospectus (but in no event prior to the consummation of a Business
Combination) or (ii) one year following consummation of a Business Combination,
unless the Company consummates a subsequent liquidation, merger, stock exchange
or other similar transaction which results in all of the
shareholders
of the
combined entity having the right to exchange their ordinary shares for cash,
securities or other property, subject in all respects to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and the Continental Stock Transfer and Trust Company.
8. The
undersigned will escrow its Insider Warrants for the period commencing on the
Effective Date and ending on the one (1) day following consummation of a
Business Combination subject to the terms of a Securities Escrow Agreement
which
the Company will enter into with the undersigned and an escrow agent acceptable
to the Company.
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9. The
undersigned further represents and warrants to the Company and the Underwriters
that:
(a) The
Subscription Agreement dated January 25, 2008 by and between the undersigned
and
the Company has been duly authorized, executed and delivered by the undersigned,
is a valid and binding agreement of the undersigned, enforceable against the
undersigned in accordance with its terms except as the enforceability thereof
may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of
general applicability;
(b) The
Amended and Restated Warrant Subscription Agreement dated June ___, 2008 by
and
between the undersigned and the Company has been duly authorized, executed
and
delivered by the undersigned, is a valid and binding agreement of the
undersigned, enforceable against the undersigned in accordance with its terms
except as the enforceability thereof may be limited by bankruptcy, insolvency,
or similar laws affecting creditors’ rights generally from time to time in
effect and by equitable principles of general applicability;
(c) Upon
execution thereof, the Registration Rights Agreement referred to in the
Prospectus will be duly authorized, executed and delivered by the undersigned
and will constitute a valid and binding agreement of the undersigned,
enforceable against it in accordance with its terms except as enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable
principles of general applicability;
(d) The
undersigned has full right and power, without violating any agreement by which
the undersigned is bound (including, without limitation, any non-competition
or
non-solicitation agreement), to enter into this letter agreement. This letter
agreement has been duly authorized, executed and delivered by the undersigned
and is a valid and binding agreement of the undersigned, enforceable against
it
in accordance with its terms except as enforceability thereof may be limited
by
bankruptcy, insolvency, or similar laws affecting creditors’ rights generally
from time to time in effect and by equitable principles of general
applicability; and
10. The
undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to the Underwriters and their legal representatives
or agents (including any investigative search firm retained by the Underwriters)
any information they may have about the undersigned’s background and finances
(the “Information”).
Neither the Underwriters nor their agents shall be violating the undersigned’s
right of privacy in any manner in requesting and obtaining the Information
and
the undersigned hereby releases them from liability for any damage whatsoever
in
that connection.
11. To
the
extent the Representative does not exercise the over-allotment option to
purchase up to an additional 787,500 units of the Company, the undersigned
agrees it shall return to the Company for cancellation, at no cost to the
undersigned, a number of Insider Shares held by the undersigned determined
by
multiplying 196,875 by a fraction, (i) the numerator of which is 787,500 minus
the number of Ordinary Shares included as part of the Units purchased by the
Representative upon exercise of its over-allotment option and (ii) the
denominator of which is 787,500. The forfeited amount shall be in an amount
sufficient to cause the Existing Shareholders in the aggregate to maintain
control over no more than 20% of the Ordinary Shares then-outstanding after
giving effect to the IPO and the exercise, if any, of the over-allotment
option.
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12. As
used
herein: (i) “Affiliate”
shall
mean any member of the family of the undersigned or any entity or person that
directly or indirectly controls, is controlled by or is under common control
with, the undersigned; (ii) “Business
Combination”
shall
mean an acquisition, by merger, capital stock exchange, asset acquisition,
stock
purchase, reorganization or other similar business combination of one or more
operating businesses as described in the registration statement relating to
the
IPO; (iii) “Extended
Period”
shall
mean the extension of the Company’s corporate existence from 24 to 36 months
pursuant to the Company’s Amended and Restated Memorandum and Articles of
Association; (iv) “Existing
Shareholders”
shall
mean the shareholders of the Company prior to the IPO, which includes Mission
Biofuels Limited; (iv) “Insiders”
shall
mean all of the Company’s officers and directors, Mission Biofuels Limited and
Value Insights LLP and their Affiliates; (v) “Insider
Shares”
shall
mean all of the Ordinary Shares owned by the Insiders prior to the IPO; (vi)
“Insider
Warrants” shall
mean the 1,970,000 warrants issued by the Company in the Private Placement;
(vii) “IPO
Shares”
shall
mean the Ordinary Shares issued in the Company’s IPO; (viii) “Private
Placement”
shall
mean the private placement of 1,970,000 warrants
of the Company prior to the IPO; (ix) “Prospectus”
shall
mean the prospectus contained in the registration statement relating to the
IPO;
(ix) “Public
Shareholders”
shall
mean the holders of the securities issued by the Company in the IPO; and (x)
“Trust
Account”
means
the trust account in which the proceeds to the Company of the IPO will be
deposited and held for the benefit of the holders of the IPO shares, as
described in greater detail in the Prospectus.
13. This
letter agreement shall be governed by and interpreted and construed in
accordance with the laws of the State of New York applicable to contracts formed
and to be performed entirely within the State of New York, without regard to
the
conflicts of law provisions thereof to the extent such principles and rules
would require or permit the application of the laws of another jurisdiction.
The
undersigned hereby agrees that any action, proceeding or claim against the
undersigned arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits
to
such jurisdiction, which jurisdiction shall be exclusive. The undersigned hereby
waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenience forum.
14. No
term
or provision of this letter agreement may be amended, changed, waived, altered
or modified except by written instrument executed and delivered by the
undersigned, the Company and the Representative. This letter agreement shall
be
binding on the undersigned and such person’s successors, heirs, personal
representatives and assigns.
15. The
undersigned acknowledges and understands that the Company and the Underwriters
will rely upon the agreements, representations and warranties set forth herein
in proceeding with the IPO. Nothing contained herein shall be deemed to render
the Underwriters representatives of, or fiduciaries with respect to, the
Company, its shareholders or any creditor or vendor of the Company with respect
to the subject matter thereof.
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MISSION
BIOFUELS LIMITED
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By:
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Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
Executive Director
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