Exhibit 4.3.g.
INSIDER LETTER
July 12, 2006
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Viceroy Acquisition Corporation
8235 Forsyth Boulevard
Suite 400
St. Louis, Missouri 63105
CRT Capital Group LLC
262 Harbor Drive
Stamford
Connecticut 06902
KBC Peel Hunt Ltd
111 Old Broad Street
London
EC2N 1PH
Re: Offering of Units
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Gentlemen:
The undersigned shareholder of Viceroy Acquisition Corporation (the
"COMPANY"), in consideration of CRT Capital Group LLC ("CRT") and KBC Peel
Hunt Ltd ("KBC") agreeing to act as placement agents in the offering
("OFFERING") of 22,500,000 units (the "UNITS"), each Unit consisting of one
share of common stock in the capital of the Company, par value $0.0001 per
share (the "SHARES"), and one warrant (the "WARRANTS"), each Warrant
entitling the holder to purchase one Share, as more particularly explained
in the offering circular of the Company in connection with such Offering
(the "OFFERING CIRCULAR") and embarking on the placement process, hereby
agrees as follows:
1. Until the earlier of (a) the completion by the Company of a
Qualified Business Combination and (b) the distribution of all amounts held
in the Trust Fund following the failure by the Company to complete a
Qualified Business Combination by the Qualified Business Combination
Deadline, to the extent the Company solicits the approval of its
shareholders for a Business Combination, the undersigned irrevocably agrees
to vote all Founding Shares owned by him and the Shares included in Units
purchased by the undersigned in the Offering in accordance with the majority
of the votes cast by the New Shareholders.
2. In the event that the Company fails to complete a Business
Combination by the Qualified Business Combination Deadline, the undersigned
will take all reasonable actions
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within its power to cause the Company to liquidate as soon as reasonably
practicable. On such a liquidation, the undersigned hereby waives any and
all right, title, interest or claim of any kind in or to any distribution of
the funds held in the Trust Fund as a result of such liquidation with
respect to its Founding Shares (any such right, title, interest or claim, a
"CLAIM") and hereby waives any Claim it may have in the future as a result
of, or arising out of, any contracts or agreements with the Company in
respect of its Founding Shares and will not seek recourse against the Trust
Fund for any reason whatsoever in respect of its Founding Shares.
3. In order to minimize potential conflicts of interest which may
arise from multiple corporate 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 a Target
Business, until the earlier of (a) the completion by the Company of a
Qualified Business Combination and (b) the distribution of all amounts held
in the Trust Fund following the failure by the Company to complete a
Qualified Business Combination by the Qualified Business Combination
Deadline.
4. The undersigned acknowledges and agrees that until the earlier
of (a) the completion by the Company of a Qualified Business Combination and
(b) the distribution of all amounts held in the Trust Fund following the
failure by the Company to complete a Qualified Business Combination by the
Qualified Business Combination Deadline, the Company will not complete any
Business Combination which involves an entity which is affiliated with the
undersigned unless the Company obtains an opinion from an independent
investment banking firm which is a member of the National Association of
Securities Dealers, Inc. (such firm being reasonably acceptable to each of
CRT and KBC) that the Business Combination is fair to the Company's
shareholders from a financial perspective.
5. Until the completion by the Company of a Business Combination
neither 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 such Business Combination; provided that
the undersigned shall be entitled to reimbursement from the Company (out of
the funds not held in the Trust Fund) for its reasonable out-of-pocket
expenses incurred in connection with seeking and completing any Business
Combination.
6. Until the earlier of (a) the completion by the Company of a
Qualified Business Combination and (b) the distribution of all amounts held
in the Trust Fund following the failure by the Company to complete a
Qualified Business Combination by the Qualified Business Combination
Deadline, neither the undersigned, nor 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, or any affiliate of the undersigned originates a
Business Combination.
7. The undersigned agrees to enter into an escrow agreement with
the Company and an escrow agent (such escrow agent being reasonably
acceptable to each of CRT and KBC) with respect to its Founding Shares
whereby its Founding Shares will be held in escrow for a three-year period
commencing on the Admission Date. The undersigned agrees not to amend the
terms of any escrow agreement entered into without the prior written consent
of each of CRT and KBC.
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8. (a) The undersigned agrees, for the purposes of, and subject to
the provisions of, Rule 7 of the AIM Rules (as further described in the
Offering Circular) and the Rule 7 Lock-in Deed, dated as of the date hereof
and executed by the undersigned, not to dispose of any interest in the
Shares or Warrants held by the undersigned, whensoever such Shares or
Warrants were purchased, for the period of one year from the Admission Date.
(b) The undersigned further agrees that he will not sell or
otherwise dispose of any securities of the Company owned by it including the
Shares and Warrants, except pursuant to a registration statement under the
U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") or pursuant
to an exemption from such registration; provided, however, that in the case
of any sale or disposition otherwise than pursuant to a registration
statement, the undersigned shall take such steps, including without
limitation legending the certificates representing the securities, to make
sure that the securities may be segregated from the pool of securities that
are or may become tradeable in the U.S free of any restrictions.
Additionally, the undersigned will not engage in any hedging transactions
involving the securities of the Company owned by it (including the Shares
and Warrants) other than in compliance with the Securities Act.
9. The undersigned authorizes any employer, financial institution,
or consumer credit reporting agency to release to CRT and KBC and their
legal representatives or agents (including any investigative search firm
retained by CRT or KBC) any information they may have about the
undersigned's background and finances ("INFORMATION"). Neither CRT, KBC nor
their agents shall be violating the undersigned's right of privacy in any
matter in requesting and obtaining the Information and the undersigned
hereby releases them from liability for any damage whatsoever in that
connection. The Information obtained shall be kept confidential in
perpetuity by CRT, KBC and their legal representatives and agents except as
required by law or by judicial order.
10. Capitalized terms used but not defined in this letter have the
meanings given to them in the Offering Circular.
11. This letter shall be governed in all respects by the laws of
the State of New York.
DOUGLAS D. HOMMERT AS TRUSTEE OF
THE DOUGLAS D. HOMMERT REVOCABLE
TRUST
/s/ Douglas D. Hommert
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Signature
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