Unassociated Document


     

    WARRANT
PURCHASE AGREEMENT

     

    WARRANT
PURCHASE AGREEMENT (this “Agreement”) made as of this 17th
day of February, 2011 among Lone Oak Acquisition Corporation, a
Cayman Islands corporation (the “Company”), and each of Baris Merzeci, Can
Aydinoglu, BBS Capital Fund, LP, Hauser Holdings LLC and Rampant Dragon, LLC
(collectively, the “Purchasers”).

     

    WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form F-1, as amended (File No. 333-______) (the
“Registration Statement”), in connection with the Company’s initial public
offering (the “IPO”) of 4,000,000 units (the “Units”), each unit consisting of
one ordinary share of the Company, $0.001 par value (the “Ordinary Shares”), and
one warrant (the “Warrants”), each Warrant to purchase one Ordinary Share;
and

     

    WHEREAS,
simultaneously with the consummation of the IPO, the Company desires to sell in
a private placement (the “Placement”) an aggregate of 6,600,000 warrants (the
“Placement Warrants”) to the Purchasers pursuant to the terms and conditions
hereof and as set forth in the Registration Statement; and

     

    WHEREAS,
each Purchaser desires to acquire the number of Placement Warrants set forth
opposite its name on Schedule A hereto;
and

     

    WHEREAS,
except as provided herein, the Placement Warrants shall be governed by the
Warrant Agreement filed as an exhibit to the Registration Statement;
and

     

    WHEREAS,
the Purchasers are entitled to registration rights with respect to the Placement
Warrants and the Ordinary Shares underlying the Placement Warrants (the
“Underlying Shares”) on the terms set forth in this Agreement;

     

    NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    1.           Purchase of Placement
Warrants. The Purchasers hereby agree, directly or through their
nominees, to purchase an aggregate of 6,600,000 Placement Warrants at a purchase
price of $0.35 per Placement Warrant, or an aggregate of $2,310,000 (the
“Purchase Price”). Such purchases shall be in the names and amounts set forth on
Schedule A
hereto.

     

    2.           Closing. The closing
of the purchase and sale of the Placement Warrants (the “Closing”) will take
place simultaneously with the closing date (the “IPO Closing Date”) of the IPO.
The Purchasers shall pay the Purchase Price by wire transfer of funds to Loeb
& Loeb, LLP, as escrow agent, no later than twenty-four (24) hours prior to
the effective date of the Registration Statement.


    
      
         


      

      
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    3.    Terms of Placement of Warrants.

     

    3.1          The
Placement Warrants shall be identical to the Warrants except that they are (i)
being issued in a private placement and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), (ii) non-redeemable
by the Company and (iii) may be exercised on a “cashless basis” by the holder
thereof, in each case provided such Placement Warrants are held by the initial
purchasers or their affiliates.

     

    
      3.2          The
Purchasers hereby agree that the Placement Warrants will not be sold or
transferred by the Purchasers (except to (i) the Company’s officer’s, directors
and/or employees, (ii) an entity’s members upon its liquidation, (iii) by bona
fide gift to a member of a Purchaser’s immediate family or to a trust, the
beneficiary of which is a Purchaser or a member of a Purchaser’s immediate
family for estate planning purposes, (iv) by virtue of the laws of descent and
distribution upon death, (v) pursuant to a qualified domestic relations order)
until after the Company has completed an initial business combination (as
described in the Registration Statement).

    

     

    4.           Representations and
Warranties of the Purchasers. Each Purchaser hereby represents and
warrants to the Company that:

     

    4.1         The
execution and delivery by the Purchaser of this Agreement and the fulfillment of
and compliance with the respective terms hereof by the Purchaser does not and
shall not as of the Closing conflict with or result in a breach of the terms,
conditions or provisions of any other agreement, instrument, order, judgment or
decree to which the Purchaser is subject to.

     

    4.2         The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.

     

    4.3         The
Placement Warrants are being acquired for the Purchaser’s own account, only for
investment purposes and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities
Act.

     

    4.4         The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.

     

    4.5         The
Purchaser understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Placement Warrants or the fairness or suitability of the
investment in the Placement Warrants nor have such authorities passed upon or
endorsed the merits of the offering of the Placement Warrants.

     

    5.           Registration Rights.
The Purchasers shall have registration rights pursuant to that certain
Registration Rights Agreement, dated as of the date hereof, by and among the
Company and the Investors listed on the signature page thereto substantially in
the form filed as an exhibit to the Registration Statement.


    
      
         


      

      
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    6.           Waiver of Claims Against
Trust Account. Each Purchaser of Placement Warrants hereby waives any and
all right, title, interest or claim of any kind in or to any distributions from
the trust account maintained by the Company’s transfer agent, acting as trustee
(the “Trust Account”) with respect to any Ordinary Shares acquired by such
Purchaser in connection with the exercise of the Placement Warrants purchased
pursuant to this Agreement ("Claim") and hereby 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 will not seek recourse against the Trust Account
for any reason whatsoever.

     

    7.           Legends;
Denominations. The Placement Warrants, and the Ordinary Shares underlying
such Placement Warrants, will bear the following legend and appropriate "stop
transfer" instructions:

    


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

     

    8.           Waiver and
Indemnification. Each
Purchaser hereby waives any and all rights to assert any present or future
claims, including any right of rescission, against the Company with respect to
their purchase of the Placement Warrants, and each Purchaser agrees jointly and
severally to indemnify and hold the Company harmless from all losses, damages or
expenses that relate to claims or proceedings brought against the Company by
Purchasers of the Placement Warrants.  Additionally, each Purchaser hereby
waives any and all rights to assert any present or future claims, including any
right of rescission, against the underwriters in the IPO (“Underwriters”) with
respect to their purchase of the Placement Warrants, and each Purchaser agrees
jointly and severally to indemnify and hold the Underwriters harmless from all
losses, damages or expenses that relate to claims or proceedings brought against
the Underwriters by the Purchasers.

     

    9.           Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument. This
Agreement or any counterpart may be executed via facsimile transmission, and any
such executed facsimile copy shall be treated as an original.


    
      
         


      

      
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    10.         Governing Law. This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York. Each of the
parties hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be resolved through final
and binding arbitration in accordance with the International Arbitration Rules
of the American Arbitration Association (“AAA”). The arbitration shall be
brought before the AAA International Center for Dispute Resolution’s offices in
New York City, New York, will be conducted in English and will be decided by a
panel of three arbitrators selected from the AAA Commercial Disputes Panel and
that the arbitrator panel’s decision shall be final and enforceable by any court
having jurisdiction over the party from whom enforcement is sought. Each of the
parties hereby waives any objection to such exclusive jurisdiction and that such
arbitration represent an inconvenient forum.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17th
day of February, 2011.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  LONE
      OAK ACQUISITION CORPORATION

                                
	 
      
	
                                  By:

                                	
                                  /s/ Berke
      Bakay

                                
	
                                  Name:
      Berke Bakay

                                
	
                                  Title:
      Executive Chairman of the Board

                                
	 
      
	
                                  PURCHASERS:

                                
	 
      
	
                                  /s/ Baris
      Merzeci

                                
	
                                  Baris
      Merzeci

                                
	 
      
	
                                  /s/ Can
      Aydinoglu

                                
	
                                  Can
      Aydinoglu

                                
	 
      
	
                                  BBS
      CAPITAL FUND, LP

                                
	 
      
	
                                  By:

                                	
                                  /s/ Berke
      Bakay

                                
	
                                  Name:
      Berke Bakay

                                
	
                                  Title:
      Managing Director

                                
	 
      
	
                                  HAUSER
      HOLDINGS LLC

                                
	 
      
	
                                  By:

                                	
                                  /s/
      Allison F. Kern  

                                
	
                                  Name:
      Allison F. Kern  

                                
	
                                  Title:
      Vice
Manager

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                  RAMPANT
      DRAGON, LLC

                
	 
      
	
                  By:

                	/s/
      William B. Heyn
	
                  Name:
      William B. Heyn

                
	
                  Title:
      President

                


        

      

    

     

    
      
         


      

      
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    SCHEDULE
A

    


    
      
        
          	
                  
                    Purchaser

                  

                	 	
                  
                    Placement
      Warrants

                  

                	 	 	
                  
                    Purchase
      Price

                  

                	 
	
                  Baris
      Merzeci

                	 	 	 100,000	 	 	$ 	 35,000.000	 
	
                  Can
      Aydinoglu

                	 	 	 140,000	 	 	$ 	 49,000.000	 
	
                  BBS
      Capital Fund, LP

                	 	 	 2,932,500	 	 	$ 	 1,026,375.00	 
	
                  Hauser
      Holdings LLC

                	 	 	 2,932,500	 	 	$ 	 1,026,375.00	 
	
                  
                    Rampant
      Dragon, LLC

                  

                	 	 	 495,000	 	 	$ 	 173,250.00	 
	
                  Total:

                	 	 	6,600,000	 	 	$	2,310,000	 


        

      

    

     

    
      
        
        

      

      
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