EXHIBIT 10.6
March ___, 2006
North American Insurance Leaders, Inc.
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CRT Capital Group LLC
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Form of Insider's Letter Agreement (Directors and Officers)
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Ladies and Gentlemen:
This letter agreement (the "Letter Agreement") is being delivered to
you in accordance with the Underwriting Agreement (the "Underwriting Agreement")
to be entered into by and between North American Insurance Leaders, Inc., a
Delaware corporation (the "Company"), and CRT Capital Group LLC (the
"Underwriter"), relating to an underwritten initial public offering (the "IPO")
of the Company's units (the "Units"), each comprised of one share of the
Company's common stock, par value $0.0001 per share (the "Common Stock"), and a
warrant, exercisable for one share of Common Stock (each, a "Warrant"). Certain
capitalized terms used herein are defined in paragraph 14 hereof.
In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a director and/or
stockholder of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
agrees with the Company and the Underwriter as follows:
1. Voting for Business Combination. If the Company solicits approval of
its stockholders of a Business Combination, the undersigned shall vote all
shares of Common Stock, including Insider Shares and IPO Shares, owned by
him/her or controlled by him/her in accordance with the majority of the votes
cast by the Public Holders.
2. Voting for Amendment. If the Company solicits approval of its
stockholders of an amendment to Article VI of its Second Amended and Restated
Certificate of Incorporation, the undersigned will vote all shares of Common
Stock, including Insider Shares and IPO Shares, owned by him/her in accordance
with the majority of the votes cast by the Public Holders.
3. Liquidation. In the event that the Company fails to consummate a
Business Combination within 18 months from the effective date ("Effective Date")
of the registration statement relating to the IPO or 24 months under the
circumstances described in the prospectus relating to the IPO (the first to
occur of such dates, the "Transaction Failure Date"), the undersigned shall take
all reasonable actions within his/her power to (i) cause the Trust Account to be
liquidated and distributed to the holders of the IPO Shares as soon as
practicable but in no event later than 60 (sixty) calendar days after the
Transaction Failure Date and (ii) cause the
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Company to dissolve and liquidate as soon as practicable (the earliest date on
which the conditions in clauses (i) and (ii) are both satisfied being the
"Liquidation Date").
4. Waiver of Claims. The undersigned hereby waives any and all right,
title, interest or claim of any kind in or to any distributions of the Trust
Account as a result of such distribution, or to any other amounts distributed in
connection with a liquidating distribution of the Company with respect to
his/her status as a director or his/her Insider Shares ("Claim") and hereby
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 and shall not seek
recourse against the Trust Account for any reason whatsoever; provided that such
waiver shall not be construed to prevent the undersigned from seeking
reimbursement of his/her out-of-pocket expenses incurred on behalf of the
Company from funds, if any, not deposited in the Trust Account. Subject to the
proviso in the prior sentence, the undersigned ▇▇▇▇▇▇ agrees that the Company
shall be entitled to reimbursement from the undersigned for any distribution of
the Trust Account, or any other amounts distributed by the Company in connection
with a liquidating distribution, received by the undersigned in respect of such
person's Insider Shares.
5. Indemnification. The undersigned, on a joint and several basis,
agrees to indemnify and hold harmless the Company against any and all legal or
other expenses (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 such claim) to which the
Company may become subject as a result of (i) any claim by any vendor or other
person who is owed money by the Company for services rendered or products sold,
or (ii) any claim by any target business that the Company did not pay or
reimburse such target for the fees and expenses of third party providers of
services (such as accountants, consultants and attorneys) to the target that the
Company agreed in writing with the target to be liable for, in each case in
accordance with the terms of such agreement, but only to the extent necessary to
ensure that such loss, liability, claim, damage or expense does not reduce the
amount in the Trust Account (or, in the event that such claim arises after the
distribution of the Trust Account, to the extent necessary to ensure that the
Company's former stockholders other than the undersigned are not liable for any
amount of such loss, liability, claim, damage or expense). These indemnification
obligations shall remain in place even if the period within which to consummate
a business combination is extended by an amendment to Article VI of the Amended
and Restated Certificate of Incorporation.
6. Corporate Opportunities. The undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, any suitable opportunity for a Business Combination in accordance with
the Corporate Opportunity Conflict of Interest Policy.
7. Affiliate Transactions. The undersigned acknowledges and agrees that
the Company will not consummate any Business Combination which involves a
company which is affiliated with any of the Insiders or their respective
affiliates unless the Company obtains an opinion from an independent, nationally
recognized investment banking, valuation or appraisal firm that the business
combination is fair to the Company's stockholders from a financial perspective.
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8. No Compensation. Neither the undersigned, any member of the family
or designee of the undersigned, nor any affiliate of the undersigned shall be
entitled to receive, and shall not accept, any compensation for services
rendered to the Company prior to or in connection with the consummation of the
Business Combination; provided that commencing on the effective date of the IPO,
Ampton Investments, Inc. (a "Related Party") shall be allowed to receive from
the Company an aggregate of $10,000 per month pursuant to the Office
Administration Agreement dated as of March ___, 2006, between the Company and
Ampton Investments, Inc., to compensate it for the Company's use of Related
Party's offices, office equipment, utilities and personnel. The undersigned
shall also be entitled to reimbursement from the Company, and the Company shall
pay the undersigned, for reasonable out-of-pocket expenses incurred in
connection with seeking and consummating a Business Combination.
9. No Finder's Fee. Neither the undersigned, any member of the family
of the undersigned, nor any affiliate of the undersigned shall be entitled to
receive, or accept, a finder's fee or any other compensation in the event the
undersigned, any member of the family of the undersigned or any affiliate of the
undersigned originates a Business Combination.
10. Escrow of Insider Shares. The undersigned shall escrow his/her
Insider
Shares for the three-year period commencing on the Effective Date subject to the
terms of a Stock Escrow Agreement which the Company will enter into with an
escrow agent acceptable to the Company.
11. Lock-Up of D&O Rights and D&O Warrants.
(a) The undersigned shall not (i) sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or
otherwise dispose of or agree to dispose of, directly or indirectly, or file (or
participate in the filing of) a registration statement with the SEC in respect
of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder (the "Exchange Act") with respect to, any D&O Rights or
D&O Warrants, (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
D&O Rights or D&O Warrants, or (iii) publicly announce an intention to effect
any transaction specified in clause (i) or (ii) (collectively, "Transfer") until
the later of (x) one year from the date of this Agreement or (y) the
consummation of an initial business combination (as more fully described in the
Registration Statement) (collectively, the "Lock-Up Period"), except by will in
the event of their death, provided that the transferees receiving such D&O
Rights or D&O Warrants will be subject to the same sale restrictions imposed on
the undersigned who initially purchased the D&O Rights from the Company. In
order to enforce this covenant, the undersigned agrees, if requested by the
Underwriter, to deposit the D&O Rights and D&O Warrants in an account to be
established at the Underwriter.
(b) The undersigned agrees that during the Lock-Up Period the
certificates representing such D&O Rights or D&O Warrants, as the case may be,
owned by the undersigned shall bear the following legend set forth:
"THE [D&O RIGHTS] [D&O WARRANTS] REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON TRANSFER AND SALE
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PURSUANT TO A LETTER AGREEMENT DATED __________, 2006 (A COPY OF WHICH MAY
BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES), WHICH RESTRICTS THE
TRANSFER OR SALE THEREOF UNTIL THE LATER OF [__________], 2007 OR THE DATE
OF A BUSINESS COMBINATION (AS DEFINED IN SUCH AGREEMENT)."
12. D&O Questionnaires. The undersigned agrees to be [President,
Chairman of the Board of Directors, Executive Vice President, Director] until
the earlier of the consummation by the Company of a Business Combination or the
Liquidation Date. On the effective date of the Registration Statement on Form
S-1 filed by the Company with the Securities and Exchange Commission, the
undersigned's biographical information included therein shall be true and
accurate in all respects, and shall contain all of the information required to
be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the
Securities Act of 1933. The undersigned's answers to the questionnaires
furnished to the Company and the Underwriter and attached hereto as Exhibit A
are true and correct to the best of the undersigned's knowledge, information and
belief.
13. Absence of Non-Competition Agreements. The undersigned has full
right and power, without violating any agreement by which he is bound
(including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter
Agreement and serve in the capacity to which [he/she] has been elected by the
stockholders of the Company and the Board of Directors.
14. Definitions. As used herein, (i) a "Business Combination" shall
mean the a merger, capital stock exchange, asset acquisition, stock purchase
and/or other similar transaction with one or more insurance or insurance
services businesses in North America; (ii) "D&O Rights" shall mean the rights
convertible into warrants owned by the directors and officers (as more fully
described in the Registration Statement); (iii) "D&O Warrants" shall mean the
warrants issuable upon conversion of the D&O Rights (as more fully described in
the Registration Statement); (iv) "Insiders" shall mean all officers, directors
and stockholders of the Company immediately prior to the IPO; (v) "Insider
Shares" shall mean all of the shares of Common Stock of the Company owned by an
Insider prior to the IPO; (vi) "IPO Shares" shall mean the shares of Common
Stock issued in the Company's IPO; (vii) "Public Holders" shall mean the holders
of IPO Shares excluding the Insiders; and (viii) "Trust Account" shall mean the
Trust Account established under that certain Investment Management Trust
Agreement, dated as of the date hereof, between the Company and JPMorgan Chase
Bank, NA, as trustee.
15. Governing Law. This Letter Agreement shall be governed by, and
interpreted and construed in accordance with, the laws of the State of New York.
16. Amendments. 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 party against whom such amendment, change, waiver,
alteration or modification is to be enforced.
17. Termination. This Letter Agreement shall terminate on the earlier
of (i) the Business Combination Date and (ii) the Liquidation Date; provided
that such termination shall
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not relieve the undersigned from liability for any breach of this agreement
prior to its termination, and provided further that Section 4 of this Letter
Agreement shall survive for one year following a termination pursuant to clause
(ii).
The undersigned acknowledges and understands that the Underwriter and
the Company 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 Underwriter a representative of, or a fiduciary with
respect to, the Company, its stockholders, or any creditor or vendor of the
Company with respect to the subject matter hereof.
This Letter Agreement shall be binding on the undersigned and such
person's respective successors, heirs, personal representatives, assigns and/or
designees.
If any provision of this Letter, or the application of such provision
to any person or circumstance, shall be held invalid, the remainder of this
Letter, or the application of such provision to persons or circumstances other
than those to which it is held invalid, shall not be affected thereby.
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This Letter Agreement is rendered to you in connection with the
transactions contemplated by the Underwriting Agreement. This Letter Agreement
may not be relied upon by you for any other purpose without our prior written
consent.
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Name:
Title:
Accepted and agreed:
NORTH AMERICAN INSURANCE LEADERS, INC.
By:
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Name:
Title:
CRT CAPITAL GROUP LLC
By:
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Name:
Title:
INSIDER'S LETTER (DIRECTORS & OFFICERS)
EXHIBIT A
[D&O Questionnaire and NASD Questionnaire]