Unassociated Document


    EXHIBIT
      10.5

    


    _____________,
      2007

    


    FMG
      Acquisition Corp.

    Four
      Forest Park

    Farmington,
      CT 06032

    


    Pali
      Capital, Inc.

    650
      Fifth
      Avenue, 6th
      floor


    New
      York,
      New York 10019

    


    Re: FMG
      Acquisition Corp. (the “Company”)

    


    Gentlemen:
      

    


    The
      undersigned, in consideration of Pali Capital, Inc. (“Pali”)
      entering into a letter of intent (the “Letter
      of Intent”)
      to
      underwrite an initial public offering (the “IPO”)
      of the
      securities of the Company and embarking on, undertaking and continuing to
      participate in the IPO process, hereby agrees as follows (certain capitalized
      terms used herein are defined in paragraph XIII hereof): 

    


    I. (1) In
      the
      event the Company fails to consummate a Business Combination within 24 months
      from the Effective Date under the circumstances described in the prospectus
      relating to the IPO (such later date being the “Termination
      Date”),
      the
      undersigned shall, in accordance with all applicable requirements of the
      Delaware General Corporation Law (the “DGCL”),
      take
      all action reasonably within his power to dissolve the Company and distribute
      all funds held in the Trust Account to holders of IPO Shares as soon as
      reasonably practicable, including, without limitation: (i) causing the Company’s
      board of directors to convene and adopt a plan of dissolution and liquidation
      and (ii) voting, as a director (if applicable), in favor of adopting such plan
      of dissolution and liquidation. 

    


    (2) Except
      with respect to any of the IPO Shares acquired by the undersigned in connection
      with or following the IPO, the undersigned hereby (a) waives any and all right,
      title, interest or claim of any kind (the “Claim”) in or to all funds in the
      Trust Account and any remaining net assets of the Company upon liquidation
      of
      the Trust Account and dissolution of the Company, (b) waives any Claim the
      undersigned may have in the future as a result of, or arising out of, any
      contracts or agreements with the Company and (c) agrees the undersigned will
      not
      seek recourse against the Trust Account for any reason whatsoever.

    


    II. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees (A) not to become an officer or director
      of
      any blank check company until the earlier of completion of a Business
      Combination or the Company’s dissolution, and (B) to present to the Company for
      its consideration, prior to presentation to any other person or entity, any
      suitable opportunity to acquire an operating business, until the earlier of
      (i)
      the consummation by the Company of a Business Combination, (ii) the dissolution
      of the Company or (iii) such time as the undersigned ceases to be a director
      of
      the Company, subject to any pre-existing fiduciary and contractual obligations
      the undersigned might have. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    III. (1) Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      of the undersigned (“Affiliate”)
      will
      be entitled to receive, and no such person will accept, any compensation for
      services rendered to the Company prior to the consummation of a Business
      Combination. 

    


    (2) Notwithstanding
      the foregoing to the contrary, the undersigned shall be entitled to
      reimbursement from the Company for his out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination. 

    


    IV. Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      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 originates a Business Combination. 

    


    V. (1) The
      undersigned agrees to be Chief Financial Officer, Secretary, Treasurer,
      Executive Vice President and a director of the Company until the earlier of
      the
      consummation of a Business Combination or the dissolution of the Company. The
      undersigned agrees to not resign (or advise the Board that the undersigned
      declines to seek re-election to the Board of Directors) from his position as
      director of the Company as set forth in the Registration Statement without
      the
      prior consent of Pali until the earlier of the consummation by the Company
      of a
      Business Combination, liquidation of the Trust Account, or the dissolution
      of
      the Company. The undersigned acknowledges the foregoing does not interfere
      with
      or limit in any way the right of the Company to terminate the undersigned’s
      employment at any time (subject to other contractual rights the undersigned
      may
      have) nor confer upon the undersigned any right to continue in the employ of
      Company. 

    


    (2) The
      undersigned’s biographical information furnished to the Company and Pali 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 Item 401 of Regulation S-K, promulgated
      under the Securities Act of 1933, as amended (the “Securities
      Act”).
      The
      undersigned’s Questionnaire previously furnished to the Company and Pali is true
      and accurate in all respects as of the date first written above. 

    


    (3) The
      undersigned represents and warrants: 

    


    (a) he
      is not
      subject to or a respondent in any legal action for, any injunction relating
      to,
      or any 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

     

    
      
         

      

      
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    (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. 

    


    VI. 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 an executive
      officer and a director of the Company.

    


    VII. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Pali and its legal representatives or agents
      (including any investigative search firm retained by Pali) any information
      they
      may have about the undersigned’s background and finances (“Information”).
      Neither Pali nor its agents shall be violating the undersigned’s right of
      privacy in any manner in requesting and obtaining the Information and the
      undersigned hereby releases them from liability for any damage whatsoever in
      that connection. 

    


    VIII. In
      connection with the vote required to consummate a Business Combination, the
      undersigned agrees that he will vote all shares of common stock, par value
      $.0001 per share (the “Common
      Stock”)
      (i)
      owned by him (either directly or indirectly) prior to the IPO (the “Insider
      Shares”)
      in
      accordance with the majority of the votes cast by the holders of the IPO Shares
      and (ii) purchased by him in or following the IPO “for” a Business Combination.


    


    IX. The
      undersigned will escrow its Insider Shares, if any, for the period commencing
      on
      the Effective Date and ending on the first anniversary of the Effective Date,
      subject to the terms of a Securities Escrow Agreement which the Company will
      enter into with the undersigned and an escrow agent acceptable to the
      Company.

    


    X. In
      the
      event of the liquidation of the Trust Account, the undersigned agrees to
      indemnify and hold harmless the Company, jointly and severally with Gordon
      G.
      Pratt, against any and all loss, liability, claims damages and expenses
      whatsoever (including, but not limited to, any and all legal or other expenses
      reasonably incurred in investigation, preparing or defending against any
      litigation, whether pending or threatened, or any claim whatsoever) which the
      Company may become subject to as a result of any claim by any third party if
      such third party did not execute a valid and enforceable waiver of claims
      against the Trust Account, but only to the extent (a) necessary to ensure that
      such loss, liability, claim, damage or expense does not reduce the amount in
      the
      Trust Account and (b) FMG Investors LLC fails to provide such indemnification.
      The foregoing section is not for the benefit of any third party beneficiaries
      of
      the Company and does not create any contract right in favor of any person other
      than the Company.

     

    XI. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm which
      is
      a member of the National Association of Securities Dealers, Inc. and is
      reasonably acceptable to Pali, that
      the
      Business Combination is fair to the Company’s stockholders from a financial
      perspective.

     

    
      
         

      

      
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    XII. This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby: (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”)
      shall
      be brought and enforced in the federal courts of the United States of America
      for the Southern District of New York, and irrevocably submits to the
      jurisdiction of such courts, which jurisdiction shall be exclusive, (ii) waives
      any objection to the exclusive jurisdiction of such courts and any objection
      that such courts represent an inconvenient forum and (iii) irrevocably agrees
      to
      appoint Ellenoff Grossman & Schole LLP as agent for the service of process
      in the State of New York to receive, for the undersigned and on his behalf,
      service of process in any Proceeding. If for any reason such agent is unable
      to
      act as such, the undersigned will promptly notify the Company and Pali and
      appoint a substitute agent acceptable to each of the Company and Pali within
      30
      days and nothing in this letter will affect the right of either party to serve
      process in any other manner permitted by law.

    


    XIII. As
      used
      herein, (i) a “Business
      Combination”
shall
      mean an acquisition by the Company, by merger, capital stock exchange, asset
      or
      stock acquisition, reorganization or otherwise, of an operating business or
      businesses; (ii) “Insiders”
shall
      mean all officers, directors and stockholders of the Company immediately prior
      to the IPO; (iii) “IPO
      Shares”
shall
      mean the shares of Common Stock issued in the Company’s IPO; and (iv)
“Trust
      Account”
shall
      mean the trust account in which most of the proceeds to the Company of the
      IPO
      will be deposited and held for the benefit of the holders of the IPO shares,
      as
      described in greater detail in the prospectus relating to the IPO.

    


    XIV. This
      letter agreement shall supersede any other letter agreement signed by the
      undersigned with respect to the subject matter hereof. 

    


    [Signature
      Page to Follow]

     

    
      
         

      

      
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    Very
      truly yours,

    


    


    __________________________

    Larry
      G.
      Swets, Jr.

    


    


    
      
         

      

      
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