EX-10.5
from S-1/A
4 pages
This Letter Sets Forth the Agreement (The “Agreement”) Between Open Acquisition Corp., a Delaware Corporation (The “Company”), and Open Acq LLC, a Delaware Limited Liability Company, in Connection With the Services to Be Provided by Open Acq LLC. the Company Expects to Complete an Offering of Units (The “Offering”) to Be Listed on the American Stock Exchange. This Letter Will Confirm Our Agreement That, Commencing on the Closing of the Initial Public Offering of the Securities of the Company (The “Closing Date”) Pursuant to a Registration Statement on Form S-1, File No. 333-148921 (The “Registration Statement”) Relating to the Offering and Continuing Until the Earlier of the Consummation by the Company of a Business Combination or the Company’s Liquidation (The “Termination Date”), Open Acq LLC Shall: (I) Provide Administrative Services as May Be Required by the Company From Time to Time, Including the Administration of the Company’s Day-To-Day Activities; (II) Provide Office Space to the Company at 70 East Sunrise Highway, Suite 411, Valley Stream, New York 11581, for Use by the Company’s Employees and Service Providers for Purposes of Conducting the Company’s Business; (III) Perform Accounting and Comptroller-Related Services for the Company, Including Correspondence With the Company’s Auditors; (IV) Make Available the Services of Howard M. Lorber and Michael S. Liebowitz; and (V) Provide Investment Advisory Services to the Company, Including, Without Limitation: (A) Financial Advice and Services in Connection With the Direct or Indirect Acquisition or Disposition by the Company of the Assets or Operations of Any Business or Entity, Whether by Purchase or Sale of Stock or Assets, Merger or Consolidation, or Otherwise; (B) Financial Advice and Services in Connection With Public or Private Equity and Debt Financing;
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