Exhibit 10.11 ESCROW AGREEMENT ESCROW AGREEMENT, dated as of September __, 2007 ("AGREEMENT"), by and among SP ACQUISITION HOLDINGS, INC., a Delaware corporation ("COMPANY"), SP ACQ LLC, a Delaware Limited Liability Company (the "INITIAL STOCKHOLDER")...Escrow Agreement • September 14th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
Exhibit 4.3 AMENDED AND RESTATED WARRANT AGREEMENT SP ACQUISITION HOLDINGS, INC.Warrant Agreement • August 10th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
Exhibit 10.l1 ESCROW AGREEMENT ESCROW AGREEMENT, dated as of August __, 2007 ("AGREEMENT"), by and among SP ACQUISITION HOLDINGS, INC., a Delaware corporation ("COMPANY"), SP ACQ LLC, a Delaware Limited Liability Company (the "INITIAL STOCKHOLDER")...Escrow Agreement • August 10th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
Exhibit 10.6 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the ___ day of __________ 2007, by and among SP Acquisition Holdings, Inc., a Delaware corporation (the "COMPANY"), and the...Registration Rights Agreement • September 14th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of October 15, 2007 by and between SP ACQUISITION HOLDINGS, INC. (the "COMPANY"), having its principal office at 590 Madison Avenue, 32nd Floor, New York, New York 10022 and...Investment Management Trust Agreement • October 23rd, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
Exhibit 10.1 [Form of Letter Agreement for SP Acq LLC, Steel Partners II, L.P. and SP Acquisition Holdings, Inc.]Underwriting Agreement • September 14th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
AMENDED AND RESTATED WARRANT AGREEMENT SP ACQUISITION HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant AgentWarrant Agreement • October 5th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
AMENDED AND RESTATED WARRANT AGREEMENT dated as of October 4, 2007, between SP Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
Exhibit 10.2 [Form of Letter Agreement for Directors and Officers of SP Acquisition Holdings, Inc.]Underwriting Agreement • September 14th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
RECITALSIndemnification Agreement • September 14th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • Delaware
SP ACQUISITION HOLDINGS, INC. 40,000,000 Units Common Stock ($0.001 par value per Share) and one Warrant UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
FOUNDER'S UNITSFounder's Units Purchase Agreement • September 14th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
AGREEMENT AND PLAN OF MERGER by and between SP ACQUISITION HOLDINGS, INC. and FRONTIER FINANCIAL CORPORATION Dated as of July 30, 2009Merger Agreement • August 3rd, 2009 • SP Acquisition Holdings, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 30, 2009, is by and between SP Acquisition Holdings, Inc., a Delaware corporation (“SPAH”) and Frontier Financial Corporation, a Washington corporation (“FFC”).
Exhibit 10.9 [Form of Right of First Review Agreement for Steel Partners, L.L.C. and Warren G. Lichtenstein]Right of First Review Agreement • September 14th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
SP Acquisition Holdings, Inc. 590 Madison Avenue, 32nd Floor New York, NY 10022Non-Voting Common Stock Agreement • September 9th, 2009 • SP Acquisition Holdings, Inc. • State commercial banks • New York
The purpose of this letter (this “Letter Agreement”) is to set forth the terms of an understanding between SP Acquisition Holdings, Inc. (“SPAH”), SP Acq LLC and Steel Partners II Liquidating Series Trust- Series F (“Steel Trust”), a liquidating trust established for the purpose of effecting the orderly liquidation of certain assets of Steel Partners II, L.P. (“SPII”), in connection with (a) the conversion of certain voting common stock of SPAH held by Steel Trust and SP Acq LLC, and (b) the exercise of certain warrants acquired by SPII and SP Acq LLC pursuant to that certain the Founder’s Securities Purchase Agreement (the “Purchase Agreement”), dated March 22, 2007, by and between SPAH and SP Acq LLC; and/or pursuant to that certain Co-Investment Units Purchase Agreement and any amendments to such Co-Investment Units Purchase Agreement (the “Co-Investment Agreement”), dated March 22, 2007 by and among SPAH, SP Acq LLC, and SPII; and/or that certain Founder’s Units Purchase Agreement
Ladenburg Letterhead]Underwriting Agreement • September 22nd, 2009 • SP Acquisition Holdings, Inc. • State commercial banks
This letter is intended to serve as formal notice to the Company that Ladenburg has agreed to reduce the cumulative deferred underwriting commissions and discounts due to it from the Company from $7,299,708 to $3,649,854.
Form of Letter Agreement for Directors and Officers of SP Acquisition Holdings, Inc.]Underwriting Agreement • October 5th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SP Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC and Ladenburg Thalmann & Co., Inc. as the representatives of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph [10][11] hereof.
FORM OF SUPPORT AGREEMENTSupport Agreement • August 3rd, 2009 • SP Acquisition Holdings, Inc. • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of ___________ ___, 2009, by and among SP Acquisition Holdings, Inc., a Delaware corporation (“SPAH”), Frontier Financial Corporation, a Washington corporation (“FFC”), and the undersigned shareholder of FFC (the “Shareholder”).
FOUNDER'S UNITS ANDFounder's Units and Additional Warrants Purchase Agreement • June 28th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
Exhibit 10.3 SP ACQUISITION HOLDINGS, INC. FOUNDER'S SECURITIES PURCHASE AGREEMENT THIS FOUNDER'S SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 22, 2007, is entered into by and among SP Acquisition Holdings, Inc., a Delaware...Founder’s Securities Purchase Agreement • May 8th, 2007 • SP Acquisition Holdings, Inc. • New York
Form of Letter Agreement for SP Acq LLC, Steel Partners II, L.P. and SP Acquisition Holdings, Inc.]Underwriting Agreement • September 28th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SP Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC and Ladenburg Thalmann & Co., Inc. as the representatives (the “Representatives”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
AMENDMENT NO. 1 TO SP ACQUISITION HOLDINGS, INC. FOUNDER’S SECURITIES PURCHASE AGREEMENTFounder’s Securities Purchase Agreement • October 5th, 2007 • SP Acquisition Holdings, Inc. • Blank checks
THIS AMENDMENT NO. 1, dated as of October 4, 2007 (this “Amendment”), is made by and between SP Acquisition Holdings, Inc., a Delaware corporation (the “Company”) and SP Acq LLC, a Delaware limited liability company (the “Purchaser” and, together with the Company, the “Parties”).
SP ACQUISITION HOLDINGS, INC. FOUNDER’S UNITS AGREEMENTFounder’s Units Agreement • September 28th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), dated as of August 8, 2007, is entered into by and among SP Acquisition Holdings, Inc., a Delaware corporation (the “Company”), SP Acq LLC, a Delaware limited liability company (the “Initial Founder”), Steel Partners II, L.P., a Delaware limited partnership (“SP II”), Anthony Bergamo, Ronald LaBow, Howard M. Lorber, Leonard Toboroff and S. Nicholas Walker (each a “Founder” and collectively, together with the Initial Founder and SP II, the “Founders”).
Exhibit 10.5 SP ACQUISITION HOLDINGS, INC. CO-INVESTMENT UNITS PURCHASE AGREEMENT THIS CO-INVESTMENT UNITS PURCHASE AGREEMENT (this "Agreement"), dated as of March 22, 2007, is entered into by and among SP Acquisition Holdings, Inc., a Delaware...Co-Investment Units Purchase Agreement • May 8th, 2007 • SP Acquisition Holdings, Inc. • New York
WITNESSETHFounder's Units Agreement • September 14th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
