April 25, 2005
EarlyBirdCapital, Inc.
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Re: ITHAKA ACQUISITION CORP.
Gentlemen:
This letter will confirm the agreement of the undersigned to
purchase warrants ("Warrants") of Ithaka Acquisition Corp. ("Company") included
in the units ("Units") being sold in the Company's initial public offering
("IPO") upon the terms and conditions set forth herein. Each Unit is comprised
of one share of Common Stock and two Warrants. The shares of Common Stock and
Warrants will not be separately tradable until 90 days after the effective date
of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company
of its decision to allow earlier separate trading.
The undersigned agrees that this letter agreement constitutes
an irrevocable order for EBC or an independent broker/dealer designated by EBC
(in either case, the "Broker") to purchase for the undersigned's account within
the 90-day period commencing on the date separate trading of the Warrants
commences ("Separation Date") up to _______ Warrants at market prices not to
exceed $0.70 per Warrant ("Maximum Warrant Purchase"). The Broker agrees to fill
such order in such amounts and at such times as it may determine, in its sole
discretion, during the six-month period commencing on the Separation Date (such
period is hereinafter referred to as the "Purchase Period"). EBC further agrees
that it will not charge the undersigned any fees and/or commissions with respect
to such purchase obligation.
This letter is one of several similar letters (the "Other
Letters") with _________ and _________ (collectively, the "Other Founders")
obligating the Other Founders to similarly purchase Warrants. The Broker agrees
that at any time it purchases Warrants under this letter or under any of the
Other Letters, it will use reasonable commercial efforts to purchase Warrants
for the account of the undersigned and the Other Founders, pro rata, on the
basis of the Maximum Warrant Purchase set forth herein and in each of the Other
Letters.
The Broker will promptly notify the undersigned of any
purchase of Warrants hereunder and under the Other Letters so that the
undersigned can comply with applicable reporting requirements on a timely basis.
The undersigned agrees that he shall not sell or transfer the
Warrants until after the consummation of a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business and
acknowledges that, at the option of EBC, the certificates for such Warrants
shall contain a legend indicating such restriction on transferability.
Very truly yours,
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ACKNOWLEDGED AND AGREED:
EarlyBirdCapital Inc.
By:____________________________
[Independent Broker]
By:____________________________
