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Exhibit 10.1
[FORM OF LETTER AGREEMENT]
____________, 2006
NAVITAS INTERNATIONAL CORPORATION
4 Dublin Circle
Burlington, MA 01803
Re:
Navitas International
Corporation
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 Navitas
International Corporation, a Delaware corporation (the "Company"),
and FTN
Midwest Securities Corp., as Representative (the "REPRESENTATIVE")
of the
Underwriters named in Schedule I thereto (the "UNDERWRITERS"),
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 two warrants, each
being exercisable
for one share of Common Stock. The capitalized terms set forth on
Schedule I
attached hereto are hereby incorporated by reference herein.
In
order to induce the Company and the Underwriters 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 individual
named below
(the "UNDERSIGNED") as a stockholder of the Company, and for other
good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the Undersigned hereby agrees as follows:
1. If the
Company solicits approval of its stockholders of a Business
Combination, the Undersigned shall vote all Insider Shares owned by
such person
in the same way as the votes of a majority of the IPO 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 promptly
distributed to
the holders of the IPO Shares (in respect of the IPO Shares they
hold) no later
than the Termination Date and (ii) the Company to dissolve and
liquidate.
3. The
Undersigned hereby waives any and all right, title, interest or
claim
of any kind in or to any distribution of the Trust Fund or against
the Trustees
("CLAIM") with respect to the Undersigned's Insider Shares, 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 or the Trustees for any reason
whatsoever.
Without limiting the foregoing, the Undersigned acknowledges that
he or she does
not have a Claim arising out of and waives any Claim it may have in
the future
as a result of (i) the promissory note by the
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Company in favor of the Undersigned and (ii) the indemnification
agreement by
and between the Company and the Undersigned. 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.
4. [For Officers
of the Company] Upon a Transaction Failure, the Undersigned
agrees to indemnify and hold harmless the Company, jointly and
severally with
the other Indemnifiers, against any and all losses, liabilities,
claims, damages
and expenses whatsoever (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 claim
whatsoever)
(collectively, "DAMAGES") to which the Company may become subject
as a result of
any claim by (x) any vendor or other person who is owed money by
the Company for
services rendered or products sold, or (y) any target business with
which the
Company has entered into a written letter of intent,
confidentiality or
non-disclosure agreement or other written agreement, except that no
such
indemnification obligation shall apply to any Damages with respect
to or arising
out of any claims made by a vendor, other person or target business
that has
signed a release, waiver or similar agreement (whether as part of
such written
agreement or otherwise) waiving any right, title, interest or claim
of any kind
in or to any amounts held in the Trust Fund; provided, however,
that the amount
of any such indemnification obligation shall be limited to the
amount by which
such Damages (i) actually reduce the amount of funds in the Trust
Fund and (ii)
are not reimbursed by any insurance procured by the Company to
cover such claims
made against the Trust Fund. It is hereby acknowledged and agreed
that if the
Undersigned is removed or ceases to be an officer of the Company,
then his
indemnification obligations shall apply only to claims with respect
to or
arising out of acts or omissions by the Company during his tenure
as an officer
of the Company.
5. If the
Undersigned is not an officer of the Company, neither the
Undersigned nor any member of the family of the Undersigned or any
Affiliate of
the Undersigned will be entitled to receive and will not accept any
finder's fee
or any other compensation for services rendered to the Company
prior to or in
connection with the consummation of the Business Combination. The
Undersigned
shall be entitled to reimbursement from the Company for his or her
reasonable
out-of-pocket expenses incurred in connection with seeking and
consummating a
Business Combination. Until the consummation of the Business
Combination, the
Undersigned shall not be a director, officer or employee of, or act
as an
independent contractor or consultant for or to, any other blank
check company.
If the Undersigned is an officer of the Company, upon the
consummation of the
IPO, the Undersigned will become a full-time employee of the
Company and will
receive annual compensation as determined in the discretion and
good faith
judgment of the independent members of the board of directors.
6. The
Undersigned will escrow his Insider Shares in accordance with the
terms
of a stock escrow agreement which the Company will enter into with
the
Undersigned and Continental Stock Transfer & Trust Company, as
escrow agent, in
form and substance acceptable to the Company and the
Representative.
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7. The
Undersigned agrees to be [position] of the Company until the
earlier of
the consummation by the Company of the Business Combination or the
dissolution
of the Company. The Undersigned's biographical information
furnished to the
Company and the Representative and attached hereto as Exhibit A is
true and
accurate in all respects, does not omit any material information
with respect to
the Undersigned's background and contains all of the information
required to be
disclosed pursuant to Section 401 of Regulation S-K, promulgated
under the
Securities Act of 1933, as amended. The Undersigned's questionnaire
previously
furnished to the Company and the Representative is true and
accurate in all
respects. The Undersigned represents and warrants that:
(a) a petition under
the federal bankruptcy laws or any state
insolvency law was n
