Exhibit 10.1
SPONSOR SHARE PURCHASE AGREEMENT
This SPONSOR SHARE PURCHASE AGREEMENT
(this “ Agreement ”) is made as of
February 29, 2008, by and between Sidhu Special Purpose
Capital Corp., a Delaware corporation (the “ Company
”), and WNH Holdings, LLC, a Pennsylvania limited liability
company (the “ Purchaser ”).
WHEREAS, the Company sold and issued
150 shares (the “ Original Shares ”) of the
Company’s common stock, par value $0.0001 per share (“
Common Stock ”), to the Purchaser in October 2007
for a purchase price of $25,000; and
WHEREAS, as a result of a 28,750 for
one stock split declared by the Company on February 27, 2008,
with respect to its shares of Common Stock, the Company issued an
additional 4,312,350 shares of its Common Stock to the Purchaser
(the “ Split Shares ” and together with the
Original Shares, the “ Sponsor Shares ”);
and
WHEREAS, the Company plans to file a
registration statement on Form S-1 (the “ Registration
Statement ”) under the Securities Act of 1933, as amended
(the “ Securities Act ”) with the Securities and
Exchange Commission in connection with a proposed initial public
offering (the “ Initial Public Offering ”) of
15,000,000 of the Company’s units (“ Units
”), each consisting of one share of Common Stock, and one
warrant to purchase one additional share of Common Stock for $7.00,
subject to the terms and conditions to be set forth in the
Registration Statement; and
WHEREAS, the Purchaser has agreed in
connection with the Initial Public Offering that the number of
Sponsor Shares after completion of the Initial Public Offering is
not to exceed 20% of the total number of outstanding shares of
Common Stock (including any shares issued in connection with the
exercise by the underwriter of the Over-Allotment Option (as
defined below)).
NOW, THEREFORE, for and in
consideration of the promises and mutual covenants set forth
herein, the parties hereto agree as follows:
1. Forfeit and Return of
Shares . Pursuant to an underwriting agreement to be entered
into between the underwriter and the Company in connection with the
Initial Public Offering, the Company will grant to the underwriter
an option to purchase up to 2,250,000 additional shares solely for
the purpose of covering over-allotments (the “
Over-Allotment Option ”). If, and to the extent, the
underwriter in the Initial Public Offering does not exercise all or
a portion of the over-allotment option, the Purchaser and any
transferee of any Sponsor Shares shall forfeit and return to the
Company for cancellation a number of Sponsor Shares (the “
Forfeited Shares ”) to be calculated by multiplying
562,500 by the percentage of the Over-Allotment Option that remains
unexercised as of the earlier of (i) the expiration date of
the Over-Allotment Option, and (ii) the earlier termination
thereof. The forfeit of a portion of the Sponsor Shares, if any,
shall occur automatically on the earlier to occur of the expiration
of the Over-Allotment Option and the termination thereof. If the
underwriter exercises the Over-Allotment Option in full, neither
the Purchaser nor any transferee of any Sponsor Shares shall be
deemed to have forfeited any of the Sponsor Shares.
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2. Escrow . Prior to or
upon the consummation of the Initial Public Offering, the Purchaser
and any transferee of any Sponsor Shares will enter into a
securities escrow agreement with Wilmington Trust Company, as
escrow agent (the “ Securities Escrow Agreement
”), whereby the Sponsor Shares shall be held in escrow by the
Escrow Agent until 180 days after the Company consummates a
Business Combination (as defined in Section 7(a)(i)).
3. Restrictive Legends .
All certificates representing the Sponsor Shares shall have
endorsed thereon legends in substantially the following
forms:
(a)
“ The securities represented by this Certificate have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”). The securities may not be sold,
offered for sale, pledged or hypothecated in the absence of an
effective registration statement as to the securities under the
Securities Act or an opinion of counsel satisfactory to the Company
that registration is not required. ”
(b)
“ Some of the securities represented by this Certificate
may be subject to forfeiture pursuant to Section 1 of the
Sponsor Share Purchase Agreement, dated as of February 28,
2008. ”
(c) Any
legend that may be required by the Securities Escrow
Agreement.
(d) Any
legend that may be required by state or blue sky laws or
regulations.
4. Investment
Representations . In connection with the purchase of the
Sponsor Shares, the Purchaser represents to the Company the
following:
(a) The
Purchaser has made an independent investigation of the Company and
has not relied upon any information or representations made by any
third parties or upon any oral or written representatives as
assurances from the Company, its officers, directors or employers
or any other representatives or agents of the Company, other than
as set forth in this Agreement and the other agreements entered
into between the parties hereto.
(b) The
Purchaser is familiar with the Company’s business plans and
financial condition and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision to
purchase the Sponsor Shares.
(c) The
Purchaser has been afforded the opportunity to ask questions of the
executive officers and directors of the Company.
(d) The
Purchaser understands that its investment in the Sponsor Shares
involves a high degree of risk.
(e) The
Purchaser acknowledges that it has had the opportunity to review
this Agreement and the transactions contemplated by this Agreement
and the other agreements entered into between the parties hereto
with Purchaser’s legal counsel and investment and tax
advisors. Except for any statements or representations of the
Company made in this Agreement and the other agreements entered
into between the parties hereto, Purchaser is relying solely on
such counsel and advisors and not on any statements or
representations of the Company or any of
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its
representatives or agents for legal, tax or investment advice with
respect to this investment, the transactions contemplated by this
Agreement or the securities laws of any jurisdiction.
(f) The
Purchaser has such knowledge and expertise in financial and
business matters, knows of the high degree of risk associated with
investments generally and particularly investments in the
securities of companies in the development stage such as the
Company, is capable of evaluating the merits and risks of an
investment in the Sponsor Shares, and is able to bear the economic
risk of an investment in the Sponsor Shares in the amount
contemplated hereunder.
(g) The
Purchaser understands that there presently is no public market for
the Sponsor Shares and none is anticipated to develop in the
foreseeable future.
(h) The
Purchaser can afford a complete loss of its investment in the
Sponsor Shares.
(i) The
Purchaser is purchasing the Sponsor Shares for investment for the
Purchaser’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof
within the meaning of the Securities Act.
(j) The
Purchaser understands that the Sponsor Shares have not been
registered under the Securities Act or any state securities law by
reason of a specific exemption therefrom, and that the Company is
relying on the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties and agreements
of the Purchaser set forth herein to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire
such Sponsor Shares, including, but not limited to, the bona fide
nature of the Purchaser’s investment intent as expressed
herein.
(k) The
Purchaser further acknowledges and understands that the Sponsor
Shares must be held indefinitely unl
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