Exhibit 4.3.m.
INSIDER LETTER
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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 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. 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.
2. The undersigned acknowledges and agrees that until the
earlier of (a) the
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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.
3. 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.
4. 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 compensation in the event the undersigned, any member of the
family of the undersigned or any affiliate of the undersigned originates a
Business Combination.
5. 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 (except pursuant to paragraph 10 below);
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.
6. 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
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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 (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.
7. 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.
8. 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.
9. Capitalized terms used but not defined in this letter have
the meanings given to them in the Offering Circular.
10. This letter shall be governed in all respects by the laws of
the State of New York.
THOMAS R. EVANS
/s/ Thomas R. Evans
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Signature
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EXHIBIT A
THOMAS R. EVANS has been a member of the Board since May 24, 2006. Since
June 2004, he has served as President and Chief Executive Officer of
Bankrate, Inc., one of the Internet's leading aggregators of financial rate
information. Mr. Evans was elected to Bankrate, Inc.'s board of directors in
May 2004. From 1999 to 2002, Mr. Evans was chairman and chief executive
officer of Official Payments, an internet processor of payment to government
entities which went public and was subsequently acquired by Tier
Technologies. From 1998 to 1999, Mr. Evans was president and chief executive
officer of GeoCities, an internet company, which went public and was later
acquired by Yahoo!.
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