Morgan Joseph & Co. Inc.

Exhibit 10.16

 

May         , 2005

 

▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇

New York, New York 10020

 

Re:

Oakmont Acquisition Corp.

 

Gentlemen:

 

This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of Oakmont Acquisition Corp. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. (“▇▇▇▇▇▇ ▇▇▇▇▇▇”) informs the Company of its decision to allow earlier separate trading.

 

The undersigned agree that this letter agreement constitutes an irrevocable order for the undersigned to purchase through ▇▇▇▇▇▇ ▇▇▇▇▇▇ for the account or accounts of the undersigned, within the forty trading-day period commencing on the date separate trading of the Warrants commences (“Separation Date”), as many Warrants as are available for purchase at market prices not to exceed $0.70 per Warrant, subject to a maximum Warrant purchase obligation equal to, in the aggregate, 1,600,000 Warrants (“Maximum Warrant Purchase”). ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to fill such order in such amounts and at such times as instructed by the undersigned during the forty trading-day period commencing on the Separation Date. ▇▇▇▇▇▇ ▇▇▇▇▇▇ further agrees that it will not charge the undersigned any fees and/or commissions with respect to such purchase obligation.

 

The undersigned may notify ▇▇▇▇▇▇ ▇▇▇▇▇▇ that all or part of the Maximum Warrant Purchase will be made by an affiliate of one or both of the undersigned (or another person or entity introduced to ▇▇▇▇▇▇ ▇▇▇▇▇▇ by an undersigned (a “Designee”)) who (or which) has an account at ▇▇▇▇▇▇ ▇▇▇▇▇▇ and, in such event, ▇▇▇▇▇▇ ▇▇▇▇▇▇ will make such purchase on behalf of said affiliate or Designee; provided, however, that the undersigned hereby agree to make payment of the purchase price of such purchase and to fulfill the Maximum Warrant Purchase in the event and to the extent that the affiliate or Designee fails to make such payment or such purchase.

---

Each of the undersigned agrees that neither he nor any of his affiliates or Designees shall sell or transfer the Warrants until after the consummation of a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business and acknowledges that, at the option of ▇▇▇▇▇▇ ▇▇▇▇▇▇, the certificates for such Warrants shall contain a legend indicating such restriction on transferability.