INSIDER UNIT PURCHASE AGREEMENT
THIS
INSIDER UNIT PURCHASE AGREEMENT (this “Agreement”)
made as of this [___] day of [___________], 2006, between Doubloon Corp., a
Delaware corporation (the “Company”),
and [_____________]
(the
“Purchaser”).
WHEREAS,
the Company desires to sell, and the Purchaser desires to acquire, in a private
placement (the “Placement”),
an aggregate of 200,000 units (the “Insider
Units”),
substantially identical to the Units being issued in the Company’s initial
public offering (the “IPO”)
pursuant to the terms and conditions hereof and as set forth in the registration
statement on Form S-1, Registration No. 333-[_________] (the “Registration
Statement”),
except as noted below and in the Registration Statement.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Purchase
of Insider Units.
The Purchaser hereby agrees to purchase [_________]
Insider Units at a purchase price of $10.00 per Insider Unit for an aggregate
purchase price of $[___________]
(the “Purchase
Price”).
2. Closing.
The closing of the purchase and sale of the Insider Units (the “Closing”)
will take place at such time and place as the parties may agree (the
“Closing
Date”),
but in no event later than the date on which the SEC declares the Registration
Statement effective (the “Effective
Date”).
On the Closing Date, the Purchaser shall pay the Purchase Price by wire transfer
of funds to an account maintained by the Company. Immediately prior to the
closing of the IPO, the Company shall deposit the Purchase Price into the trust
account described in the Registration Statement (the “Trust
Account”).
The certificates for the Common Stock and Warrants comprising the Insider Units
shall be delivered to the Purchaser promptly after the closing of the
IPO.
3. Voting
of Shares.
The Purchaser hereby agrees to vote all of the shares of Common Stock acquired
by the Purchaser pursuant to this Agreement in favor of any Business Combination
that the Company negotiates and presents for approval to the Company’s
stockholders. As used herein, a “Business
Combination”
shall mean an acquisition by the Company, whether by merger, capital stock
exchange, stock purchase, asset acquisition or other similar type of
transaction, or any combination of the foregoing, of one or more operating
businesses in the financial services industry or any other
industry.
4. Waiver
of Liquidation Distributions.
The Purchaser 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
a
liquidation of the Company upon the Company’s failure to timely complete a
Business Combination with respect to the shares of Common Stock included in
the
Insider Units. For purposes of clarity, shares of Common Stock purchased in
the
IPO or the aftermarket by the Purchaser shall be eligible to receive any
liquidating distributions by the Company.
5. Lock-Up
Agreement.
The Purchaser shall not sell, dispose of, transfer, make any short sale of,
grant any option for the purchase of, or enter into any hedging or similar
transaction with the same economic effect as a sale, any Common Stock or other
securities of the Company held by the Purchaser, including the Insider Units
(the` “Restricted
Securities”),
until such time as the Company consummates a Business Combination, except that
the Purchaser may transfer any or all of the Insider Units and the securities
underlying the same, if the Purchaser is an entity, to any person or entity
controlling, controlled by, or under common control with, the Purchaser, and
if
the Purchaser is a natural person, to any relative of the Purchaser by blood,
marriage or adoption, to trusts for estate planning purposes or, upon death,
to
an estate or beneficiaries, in each case, provided the transferee agrees to
be
bound by the terms, conditions and instructions set forth in this Agreement.
The
Purchaser agrees to execute and deliver such other agreements as may be
reasonably requested by the Company and/or Maxim Group LLC (“Maxim”),
as representative of the underwriters of the IPO, which are consistent with
the
foregoing or which are necessary to give further effect thereto. In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Purchaser’s Restricted Securities until the end
of such period. Maxim is an intended third party beneficiary of this Section
5
and shall have the right, power and authority to enforce the provisions hereof
as though it were a party hereto.
6. Representations
and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to the Company that:
6.1 The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”).
6.2 The
Insider Units are being acquired for the Purchaser’s own account, only for
investment purposes and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities
Act.
6.3 The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms.
7. Waiver
of Claims; Indemnification.
The Purchaser hereby waives any and all rights to assert any present or future
claims, including any right of rescission, against the Company with respect
to
its purchase of the Insider Units, and the Purchaser agrees to indemnify and
hold the Company harmless from all losses, damages or expenses that relate
to
claims or proceedings brought against the Company by the Purchaser of the
Insider Units or its transferees, assigns or any subsequent holders of the
Insider Units.
8. Registration
Rights.
The
Purchaser shall have registration rights with respect to the shares of Common
Stock and Warrants included in the Insider Units and the shares of Common Stock
underlying such Warrants pursuant to the terms of a Registration Rights
Agreement to be entered into among the Company and certain of its
securityholders (including the Purchaser).
9. Counterparts;
Facsimile.
This Agreement may be executed in any number of counterparts, each of which
when
so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument. This Agreement or any counterpart
may be executed via facsimile transmission, and any such executed facsimile
copy
shall be treated as an original.
10. 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 State of Delaware. Each of the
parties hereby agrees that any action, proceeding or claim against it 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. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.
IN
WITNESS WHEREOF, the undersigned have executed this Insider Unit Purchase
Agreement as of the date first written above.
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[PURCHASER]
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By: ______________________
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[By:] ______________________
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
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Name:
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Chief Executive Officer
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[Title:]
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