Exhibit 4.3.h.
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 and director 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 his 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 his Founding Shares (any such right, title, interest or claim, a
"CLAIM") and hereby waives any Claim he may have in the future as a result
of, or arising out of, any contracts or agreements with the Company in
respect of his Founding Shares and will not seek recourse against the Trust
Fund for any reason whatsoever in respect of his 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, (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, and (c)
such time as the undersigned ceases to be either an officer or a director of
the Company, subject to any pre-existing fiduciary or contractual
obligations the undersigned might have.
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, 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 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 his reasonable out-of-pocket expenses incurred in connection with
seeking and completing any Business Combination. Upon completion of a
Business Combination, the Company may enter into an employment agreement
with the undersigned for the payment of reasonable compensation, provided
that such compensation may not be paid from the Trust Fund except to the
extent approved by the shareholders of the Company in connection with such
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, any member of the family of the
undersigned, nor any affiliate of the undersigned will be entitled to
receive or accept a finder's fee or any other
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compensation in the event the undersigned, any member of the family of 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 his Founding Shares
whereby his 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.
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 him 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 him (including
the Shares and Warrants) other than in compliance with the Securities Act.
9. The undersigned agrees to be a member of the board of directors
of the Company until the earlier of (a) the completion by the Company of a
Qualified Business Combination, or (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 undersigned's biographical information furnished to the
Company and CRT 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, in a registration statement filed under the Securities Act
or to be contained in the Admission Document prepared for the purposes of
the rules and regulations of AIM. 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
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(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.
10. 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 a member of the board of directors of the Company.
11. 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.
12. Capitalized terms used but not defined in this letter have the
meanings given to them in the Offering Circular.
13. This letter shall be governed in all respects by the laws of
the State of New York.
EDWIN A. LEVY
/s/ Edwin A. Levy
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Signature
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EXHIBIT A
EDWIN A. LEVY has been a member of the Board since November 2005. In 1979,
Mr. Levy co-founded Levy, Harkins & Co., Inc., an investment advisory firm,
where he now serves as chairman of the board and individual advisor. From
1959 to 1979, Mr. Levy served in various capacities, including as a partner
beginning in 1971, for Bear, Stearns & Company, a broker-dealer and global
securities and investment firm. Mr. Levy has been a director of Traffix,
Inc. since November 1995, and he currently serves as a member of the audit
committee and the stock options committee. He is also a director of Forward
Industries, Inc., a publicly-held company in the business of designing,
manufacturing and distributing custom carrying case solutions, and World
Point Terminals, Inc., a publicly-held Canadian company based in Calgary,
which owns and operates petroleum storage facilities in the Netherlands,
Bahamas and United States.
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