Table of Contents
Exhibit
10.2
[FORM OF LETTER
AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH
OF THE OFFICERS, DIRECTORS AND SPECIAL ADVISORS]
,
2006
Bank Street Telecom
Funding Corp.
One Landmark Square, 18th Fl.
Stamford, CT 06901
Re: Bank Street Telecom
Funding Corp. Initial Public Offering – Letter
Agreement
Dear Ladies and
Gentlemen:
This letter is being
delivered to you in accordance with the Underwriting Agreement (the
" Underwriting Agreement ") entered into by and
between Bank Street Telecom Funding Corp., a Delaware corporation
(the " Company "), and Citigroup Global Markets Inc.,
as Underwriter (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 one warrant, each
of which is exercisable for one share of Common Stock (the
"Warrant"). The capitalized terms set forth on Schedule 1 attached
hereto are hereby incorporated by reference herein.
In order to induce the
Company 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 stockholder, officer, director or
special advisor 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.
If the
Company solicits approval of its stockholders of a Business
Combination, the undersigned shall vote all Insider Shares and IPO
Shares owned by such person in accordance with the majority of the
votes with respect to Public Shares by the holders
thereof.
2.
If a Transaction Failure
occurs, the undersigned shall take all reasonable actions to cause
(i) the Trust Fund to be liquidated and distributed to the holders
of the IPO Shares no later than the Termination Date, and (ii) the
Company to dissolve and liquidate. The undersigned hereby waives
any and all right, title, interest or claim of any kind ("
Claim ") in or to any distribution of the Trust Fund
with respect to such person's Insider Shares, but only such Insider
Shares and not with respect to any IPO Shares acquired by the
undersigned, 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 will not seek recourse for any
Claim against the Trust Fund for any reason whatsoever. The
undersigned hereby agrees that the Company shall be entitled to a
reimbursement from the undersigned for any distribution of the
Trust Fund received by the undersigned in respect to such person's
Insider Shares.
3.
[The
undersigned agrees that if the Company is unable to complete a
business combination and is forced to liquidate, the undersigned
shall be personally liable to ensure that the proceeds in the Trust
Fund are not reduced by the claims of any third party, in each case
to the extent any claims made against the Company and the payment
of such debts or obligations actually reduces the amount in the
Trust Fund.]*
4.
[The
undersigned agrees that commencing on the Effective Date and
extending until the earlier to occur of the closing of a Business
Combination by the Company or a liquidation of the Company, the
undersigned shall not become affiliated as an officer, director or
stockholder of a blank check or blind pool company (other than the
Company) operating in or intending to acquire a business in the
communications industry except for any such affiliations existing
as of the Effective Date and specifically identified in the
Registration Statement under the heading
"Management—Directors, Executive Officers and Special
Advisors."]*
