October 4, 2004
EarlyBirdCapital, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Millstream II Acquisition Corporation
-------------------------------------
Gentlemen:
This letter will confirm the agreement of the undersigned to purchase
warrants ("Warrants") of Millstream II Acquisition Corporation ("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 tradeable 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 to purchase for the undersigned's account within the
forty-trading day period commencing on the date separate trading of the Warrants
commences ("Separation Date") up to 1,000,000 Warrants at market prices not to
exceed $0.70 per Warrant ("Maximum Warrant Purchase"). EBC (or such other broker
dealer(s) as EBC may assign the order to) agrees to fill such order in such
amounts and at such times as it may determine, in its sole discretion, during
the forty-trading day period commencing on the Separation Date. EBC further
agrees that it will not charge the undersigned any fees and/or commissions with
respect to such purchase obligation.
The undersigned may notify EBC that all or part of the Maximum Warrant
Purchase will be made by an affiliate of the undersigned (or another person or
entity introduced to EBC by the undersigned (a "Designee")) who (or which) has
an account at EBC and, in such event, EBC will make such purchase on behalf of
said affiliate or Designee; provided, however, that the undersigned hereby
agrees to make payment of the purchase price of such purchase in the event that
the affiliate or Designee fails to make such payment.
The undersigned agrees that neither he nor any affiliate or Designee
shall 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,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
