EXHIBIT 10.1
November 11, 2004
Ardent Acquisition Corporation
1415 Kellum Place, Suite 205
Garden City, New York 11530
EarlyBirdCapital, Inc.
600 Third Avenue
33rd Floor
New York, New York 10016
Re: INITIAL PUBLIC OFFERING
Gentlemen:
The undersigned stockholder, officer and director of Ardent
Acquisition Corporation ("Company"), in consideration of EarlyBirdCapital, Inc.
("EBC") entering into a letter of intent ("Letter of Intent") to underwrite an
initial public offering of the securities of the Company ("IPO") and embarking
on the IPO process, hereby agrees as follows (certain capitalized terms used
herein are defined in paragraph 11 hereof):
1. If the Company solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares owned by him
in accordance with the majority of the votes cast by the holders of the IPO
Shares.
2. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will take all
reasonable actions within his power to cause the Company to liquidate as soon as
reasonably practicable. The undersigned hereby waives any and all right, title,
interest or claim of any kind in or to any distribution of the Trust Fund (as
defined in the Letter of Intent) as a result of such liquidation with respect to
his Insider Shares ("Claim") 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 against the Trust Fund
for any reason whatsoever. The undersigned agrees to indemnify and hold harmless
Ardent Acquisition Corporation
EarlyBirdCapital, Inc.
November 11, 2004
Page 2
the Company, pro rata with the other officers and directors of the Company based
on the number of Insider Shares held by each such individual, against any and
all loss, liability, claims, damage and expense 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) which the Company may become subject as a
result of any claim by any vendor or other person who is owed money by the
Company for services rendered or products sold, or by any target business, but
only to the extent necessary to ensure that such loss, liability, claim, damage
or expense does not reduce the amount in the Trust Fund.
3. In order to minimize potential conflicts of interest which may
arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, any suitable opportunity to acquire an operating business, until the
earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to be an
officer or director of the Company, subject to any pre-existing fiduciary
obligations the undersigned might have.
4. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.
5. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination; provided that commencing on the
Effective Date, American Fund Advisors, Inc. ("Related Party"), shall be allowed
to charge the Company an allocable share of Related Party's overhead, up to
$7,500 per month, to compensate it for the Company's use of Related Party's
offices, utilities and personnel. Related Party and the undersigned shall also
be entitled to reimbursement from the Company for their out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.
6. Neither the undersigned, any member of the family of the
undersigned, or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.
Ardent Acquisition Corporation
EarlyBirdCapital, Inc.
November 11, 2004
Page 3
7. The undersigned will escrow his Insider Shares for the three year
period commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.
8. The undersigned agrees to be the Chairman of the Board and Chief
Executive Officer of the Company until the earlier of the consummation by the
Company of a Business Combination or the liquidation of the Company. The
undersigned's biographical information furnished to the Company and EBC 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. The
undersigned's Questionnaire furnished to the Company and EBC and annexed as
Exhibit B hereto is true and accurate in all respects. The undersigned
represents and warrants that:
(a) he is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;
(b) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and
(c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.
9. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as Chairman of the Board and Chief Executive Officer of the Company.
10. The undersigned authorizes any employer, financial institution,
or consumer credit reporting agency to release to EBC and its legal
representatives or agents (including any investigative search firm retained by
EBC) any information they may have about the undersigned's background and
finances ("Information"). Neither EBC nor its agents shall be violating the
undersigned's right of privacy in any manner in requesting and obtaining the
Information and the undersigned hereby releases them from liability for
Ardent Acquisition Corporation
EarlyBirdCapital, Inc.
November 11, 2004
Page 4
any damage whatsoever in that connection.
11. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business selected by the Company;
(ii) "Insiders" shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of
the shares of Common Stock of the Company owned by an Insider prior to the IPO;
and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the
Company's IPO.
Barry J. Gordon
---------------
Print Name of Insider
/s/ Barry J. Gordon
-------------------
Signature
EXHIBIT A
Barry J. Gordon has been our chairman of the board and chief executive
officer since our inception. Mr. Gordon served as executive vice president of
American Fund Advisors, Inc. from September 1978 until December 1980, as its
president from December 1980 until May 1987 and has been its chairman of the
board since May 1987. American Fund Advisors is a private money management firm
that manages money for high net worth individuals, pension and profit sharing
plans, and is the subadvisor to the John Hancock Technology Fund. Mr. Gordon has
been a director of American Fund Advisors since December 1980. Since December
1991, he has been the president, and from December 1991 to December 1993, he was
a director, of John Hancock Technology Series, Inc., an investment company.
Since September 1999, Mr. Gordon has been president, chief executive officer and
a director of BlueStone AFA Management, LLC, the general partner of the AFA
Private Equity Fund 1, (formerly BlueStone AFA Fund), a venture capital fund
providing equity capital for public and private companies primarily in the
technology sector, and since January 2000, has been a director of the AFA
Private Equity Fund 1. Mr. Gordon has also been chairman of the board and chief
executive officer of the New Jersey Cardinals, a Class A affiliate of the St.
Louis Cardinals, since February 1990 and the Norwich Navigators, a Class AA
affiliate of the San Francisco Giants, since March 1991. He has also served as a
director of Winfield Capital Corp., an Over The Counter Bulletin Board listed
small business investment company, since October 1995. Mr. Gordon was also the
1992 Entrepreneur of the Year for Long Island in financial services. Mr. Gordon
received a B.B.A. from the University of Miami and an M.B.A. from Hofstra
University.