Exhibit 10.8
FORM OF
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Agreement is made as of June __, 2007 by and between SP ACQUISITION
HOLDINGS, INC. (the "COMPANY") and Continental Stock Transfer & Trust Company
("TRUSTEE").
WHEREAS, the Company's Registration Statement on Form S-1, No. 333-142696
(the "REGISTRATION STATEMENT"), for its initial public offering of securities
("IPO") has been declared effective as of the date hereof by the Securities and
Exchange Commission (the "EFFECTIVE DATE"); and
WHEREAS, UBS Securities LLC ("UBS") and Ladenburg Xxxxxxxx & Co. Inc.
("LADENBURG" and collectively with UBS, the "UNDERWRITERS") are acting as the
underwriters in the IPO; and
WHEREAS, as described in the Company's Registration Statement, and in
accordance with the Company's Amended and Restated Certificate of Incorporation,
$292,450,000 of the net proceeds of the IPO, including $9.0 million for deferred
underwriting discounts and commissions ($335,650,000 if the underwriters'
over-allotment option is exercised in full, including $10.35 million for
deferred underwriting discounts and commissions) will be delivered to the
Trustee to be deposited and held in a trust account for the benefit of the
Company and the holders of the Company's common stock, par value $0.001, issued
in the IPO. The amount to be delivered to the Trustee will be referred to herein
as the "PROPERTY," the parties for whose benefit the Trustee shall hold the
Property will be referred to as the "PUBLIC STOCKHOLDERS," and the Public
Stockholders and the Company will be referred to together as the
"BENEFICIARIES");
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property
equal to $9.0 million ($10.35 million, if the underwriters' over-allotment
option is exercised in full) (or the amount specified in a notice pursuant to
paragraph 2(d) hereof) is attributable to deferred underwriting commissions that
will become payable by the Company to the Representative upon the consummation
of an Initial Business Combination (as defined in the Registration Statement)
(the "Deferred Discount"); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement
to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property;
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. AGREEMENTS AND COVENANTS OF TRUSTEE. The Trustee hereby agrees and
covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in a segregated trust account (the "TRUST
ACCOUNT") established by the Trustee at a branch of JPMorgan Chase Bank, N.A.
selected by the Trustee;
(b) Manage, supervise and administer the Trust Account subject to
the terms and conditions set forth herein;
(c) In a timely manner, upon the instruction of the Company, to
invest and reinvest the Property in any "Government Security" or one or more
money market funds, selected by the Company meeting the conditions specified in
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as
determined by the Company. As used herein, "GOVERNMENT SECURITY" means any
Treasury Xxxx issued by the United States, having a maturity of one hundred and
eighty days or less;
(d) Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the "Property," as such term is
used herein;
(e) Notify the Company and the Underwriters of all communications
received by it with respect to any Property requiring action by the Company;
(f) Supply any necessary information or documents as may be
requested by the Company in connection with the Company's preparation of the tax
returns for the Trust Account;
(g) Participate in any plan or proceeding for protecting or
enforcing any right or interest arising from the Property if, as and when
instructed by the Company and/or the Underwriters to do so;
(h) Render to the Company and to the Underwriters, and to such other
person as the Company may instruct, monthly written statements of the activities
of and amounts in the Trust Account reflecting all receipts and disbursements of
the Trust Account; and
(i) Commence liquidation of the Trust Account only after receipt of
and only in accordance with the terms of a letter (the "TERMINATION LETTER"), in
a form substantially similar to that attached hereto as either EXHIBIT A or
EXHIBIT B, signed on behalf of the Company by its Chairman, President and Chief
Executive Officer or other authorized officer, and complete the liquidation of
the Trust Account and distribute the Property in the Trust Account only as
directed in the Termination Letter and the other documents referred to therein.
2. AGREEMENTS AND COVENANTS OF THE COMPANY. The Company hereby agrees and
covenants to:
(a) Give all instructions to the Trustee hereunder in writing,
signed by the Company's Chairman, President and Chief Executive Officer or other
authorized officer. In addition, except with respect to its duties under
paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall be
protected in relying on, any verbal or telephonic advice or instruction which it
in good faith believes to be given by any one of the persons authorized above to
give written instructions, provided that the Company shall promptly confirm such
instructions in writing;
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(b) Hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee's gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the "Indemnified
Claim"). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Company may participate in such action
with its own counsel;
(c) Pay the Trustee an initial acceptance fee of $1,000 and an
annual fee of $3,000 (it being expressly understood that the Property shall not
be used to pay such fee). The Company shall pay the Trustee the initial
acceptance fee and first year's fee at the consummation of the IPO and
thereafter shall pay the annual fee on each anniversary of the Effective Date.
The Trustee shall refund to the Company the fee (on a PRO RATA basis) with
respect to any period after the liquidation of the Trust Fund. The Company shall
not be responsible for any other fees or charges of the Trustee except as may be
provided in paragraph 2(b) hereof (it being expressly understood that the
Property shall not be used to make any payments to the Trustee under such
paragraph);
(d) Within five business days after the Representative's
over-allotment option (or any unexercised portion thereof) expires or is
exercised in full, provide the Trustee with a notice in writing (with a copy to
the Representative) of the total amount of the Deferred Discount, which shall in
no event be less than $9,000,000; and
(e) In connection with any vote of the Company's stockholders on
whether to approve an Initial Business Combination, provide to the Trustee an
affidavit or certificate of a firm regularly engaged in the business of
soliciting proxies and tabulating stockholder votes (which firm may be the
Trustee) verifying the vote of the Company's stockholders regarding such Initial
Business Combination.
3. LIQUIDATION AND DISTRIBUTION OF TRUST ACCOUNT PROPERTY. The Trustee
shall commence liquidation of the Trust Account only upon receipt of, and only
in accordance with the terms of, a letter in form substantially similar to that
attached hereto as either Exhibit A or Exhibit B (a "Termination Letter"),
signed on behalf of the Company by its Chief Executive Officer and affirmed by
the Chairman or Vice Chairman of the Board of Directors, and complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and any other documents
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referred to therein; provided, however, that the Trustee shall disburse such
funds from the Trust Account (i) from time to time as may be necessary timely to
pay any taxes incurred as a result of interest or other income earned on the
Property held in the Trust Account, only upon receipt and in accordance with the
terms of a letter in form substantially similar to that attached hereto as
Exhibit C (a "Tax Disbursement Letter"), signed on behalf of the Company by its
Chief Executive Officer or President and copied to Authorized Counsel, as
evidenced by his or her countersignature thereto, and complete the disbursement
of funds from the Trust Account and distribute such funds only as directed in
the Tax Disbursement Letter and any other documents referred to therein, and
(ii) from time to time, only upon receipt and in accordance with the terms of a
letter in form substantially similar to that attached hereto as Exhibit D (a
"Disbursement Letter"), signed on behalf of the Company by its Chief Executive
Officer or President and copied to Authorized Counsel, as evidenced by his or
her countersignature thereto, the Trustee shall disburse to the Company such
amount as may be requested by the Company as directed in the Disbursement Letter
and the other documents referred to therein, provided, however, that the
aggregate amount distributed by the Trustee to the Company pursuant to this
paragraph 3(ii) may not exceed the lesser of (y) the aggregate amount of
interest and any other income actually received or paid on amounts in the Trust
Account less an amount equal to estimated taxes that are or will be due on such
income at an assumed rate of 40% and (z) $3,500,000. In addition, if as of the
date of a Termination Letter in form attached hereto as Exhibit B, should the
Company have received the full amount of its disbursements pursuant to the
preceding sentence, and should such funds be insufficient to cover the Company's
costs and expenses incurred in connection with the adoption and implementation
of its plan of dissolution and its liquidation, to the extent that there is any
interest accrued in the Trust Account not required to be used to pay income
taxes on interest income earned on the Trust Account balance, the Company may
request in the Termination Letter that the Trustee release to it an additional
amount of up to $75,000 of such accrued interest to pay costs and expenses
incurred in connection with its dissolution and liquidation.
For purposes of this Agreement, "Authorized Counsel" shall mean, at any
date, the attorney retained and authorized by the Company to perform such
functions.
4. LIMITATIONS OF LIABILITY. The Trustee shall have no responsibility or
liability to:
(a) Take any action with respect to the Property, other than as
directed in paragraph 1 and 3 hereof and the Trustee shall have no liability to
any party except for liability arising out of its own gross negligence or
willful misconduct;
(b) Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have
received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;
(c) Change the investment of any Property, other than in compliance
with paragraph 1(c);
(d) Refund any depreciation in principal of any Property;
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(e) Assume that the authority of any person designated by the
Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a
written revocation of such authority to the Trustee;
(f) The other parties hereto or to anyone else for any action taken
or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this agreement
or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written
consent thereto;
(g) Verify the correctness of the information set forth in the
Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration
Statement; and
(h) Subject to the requirements of paragraph 3 of this Agreement,
pay any taxes on behalf of the Trust Account to any governmental entity or
taxing authority.
5. TERMINATION. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it
desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee
within ninety days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with the United
States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever that arises
due to any actions or omissions to act by any party after such deposit;
(b) At such time that the Trustee has completed the liquidation of
the Trust Account in accordance with the provisions of paragraph 1(i) hereof,
and distributed the Property in accordance with the provisions of the
Termination Letter, this Agreement shall terminate except with respect to
paragraph 2(b); or
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(c) On such date after [_________ ___, 2007], when the Trustee
deposits the Property with the United States District Court for the Southern
District of New York in the event that, prior to such date, the Trustee has not
received a Termination Letter from the Company pursuant to paragraph 1(i).
6. MISCELLANEOUS.
(a) The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the
Trustee will confirm such instructions with an Authorized Individual at an
Authorized Telephone Number listed on the attached EXHIBIT C. The Company and
the Trustee will each restrict access to confidential information relating to
such security procedures to authorized persons. Each party must notify the other
party immediately if it has reason to believe unauthorized persons may have
obtained access to such information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a beneficiary, beneficiary's bank or
intermediary bank, rather than names. The Trustee shall not be liable for any
loss, liability or expense resulting from any error in an account number or
other identifying number, provided it has accurately transmitted the numbers
provided.
(b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to
conflict of laws. It may be executed in several counterparts, each one of which
shall constitute an original, and together shall constitute but one instrument.
(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. This Agreement
or any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; PROVIDED, HOWEVER, that no such change,
amendment or modification may be made without the prior written consent of the
Underwriters. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.
(d) The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the City of New York for purposes of resolving
any disputes hereunder.
(e) Any notice, consent or request to be given in connection with
any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or by facsimile transmission:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: [Xxxxxx Xxxxxx, President]
Fax No.: [(000) 000-0000]
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if to the Company, to:
SP Acquisition Holdings, Inc.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxxxxxx, Chairman, President and
Chief Executive Officer
Fax No.: (000) 000-0000
in either case with a copy to:
UBS Investment Bank
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: 000-000-0000
Attn: Xxxxxxx Xxxxxxxx
and
Ladenburg Xxxxxxxx & Co.
Citigroup Center
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attn: [___________]
and
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxx, Esq.
Fax No.: (000) 000-0000
(f) This Agreement may not be assigned by the Trustee without the
prior written consent of the Company and the Underwriters.
(g) Each of the Trustee and the Company hereby represents that it
has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.
The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be
entitled to any funds in the Trust Account under any circumstance.
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(h) The Trustee acknowledges and agrees that it is the specific
intention of the parties hereto that the Representative is and shall be a
third-party beneficiary of the provisions of this Agreement pertaining to the
Deferred Discount (including Section 6(c)) and the Trustee's obligations under
this Agreement with respect thereto (but solely of those provisions and solely
with respect to such obligations of the Trustee) with the same right and power
to enforce those provisions as either of the parties hereto.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Trustee
By: _______________________________
Name: _______________________________
Title: _______________________________
SP ACQUISITION HOLDINGS, INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
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EXHIBIT A
[LETTERHEAD OF COMPANY]
[INSERT DATE]
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: [Xxxxxx Xxxxxx, President]
Re: Trust Account No. [ ] Termination Letter
Gentlemen:
Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between SP Acquisition Holdings, Inc. (the "COMPANY") and Continental Stock
Transfer & Trust Company ("TRUSTEE"), dated as of _________ __, 2007 (the "TRUST
AGREEMENT"), this is to advise you that the Company has entered into an
agreement (the "BUSINESS AGREEMENT") with [__________] (the "TARGET BUSINESS")
to consummate a business combination with Target Business ("BUSINESS
COMBINATION") on or about [INSERT DATE]. The Company shall notify you at least
48 hours in advance of the actual date of the consummation of the Business
Combination (the "CONSUMMATION DATE").
Pursuant to Paragraph 2(e) of the Trust Agreement, we are providing you
with [an affidavit] [a certificate] of verifying the vote of the Company's
stockholders duly approving the Initial Business Combination in accordance with
the terms of the Company's Amended and Restated Certificate of Incorporation.
The [affidavit] [certificate] includes the identities of the Public Stockholders
who voted against the Initial Business Combination and properly exercised their
conversion rights in connection therewith.
In accordance with the terms of the Trust Agreement, we hereby authorize
you to commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.
On the Consummation Date: (i) counsel for the Company shall deliver to you
written notification that the Initial Business Combination has been consummated,
(ii) the Company shall deliver to you written instructions with respect to the
transfer of the funds held in the Trust Account other than the Deferred Discount
(the "Instruction Letter") and (iii) the Representative shall deliver to you
written instructions for delivery of the Deferred Discount. You are hereby
directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of written notice from counsel and the Instruction
Letter, (a) to Public Stockholders who exercised their conversion rights in
connection with the Initial Business Combination, in an amount equal to their
pro rata share of the amounts in the Trust Account as of two business days prior
to the Consummation Date (including the Deferred Discount and any income
actually received on the Trust Account balance and held in the Trust Account,
but less an amount equal to estimated taxes that are or will be due on such
income at an assumed rate of 40%); (b) to the Representative in an amount equal
to the Deferred Discount as so directed by them, and (c) the remainder in
accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same, and the Company
shall direct you as to whether such funds should remain in the Trust Account and
be distributed after the Consummation Date to the Company or be distributed
immediately and the penalty incurred. Upon the distribution of all the funds in
the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated.
In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in the Trust
Agreement on the business day immediately following the Consummation Date as set
forth in the notice.
Very truly yours,
SP ACQUISITION HOLDINGS, INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
EXHIBIT B
[LETTERHEAD OF COMPANY]
[INSERT DATE]
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx
Attn: [Xxxxxx Xxxxxx, President]
Re: Trust Account No. [ ] Termination Letter
Gentlemen:
Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between SP Acquisition Holdings, Inc. (the "COMPANY") and Continental Stock
Transfer & Trust Company ("TRUSTEE"), dated as of ____________, 2007 (the "TRUST
AGREEMENT"), this is to advise you that the Company's existence expired in
accordance with the terms of its Amended and Restated Certificate of
Incorporation on [date] and the Company is proceeding to dissolve and liquidate.
Capitalized terms used but not defined herein shall have the meanings given them
in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize
and request that you[: (i) to the extent that there is any interest accrued in
the Trust Account not required to be used to pay income taxes on interest income
earned on the Trust Account balance in accordance with the Tax Disbursement
Letter included herewith, which provides a full accounting of Tax Payments (as
defined therein) made by the Company through the date of this letter but not yet
reimbursed by distributions from the Trust, release to us an amount of $______
(which amount shall not exceed $75,000) to pay costs and expenses incurred in
connection with its dissolution and liquidation; and (ii)] commence liquidation
of the Trust Account as part of the Company's plan of dissolution and
distribution. In connection with this liquidation, you are hereby authorized to
establish a record date for the purposes of determining the stockholders of
record entitled to receive their per share portion of the Trust Account. The
record date shall be within ten (10) days of the liquidation date, or as soon
thereafter as is practicable. You will notify the Company and [__________] (the
"DESIGNATED PAYING AGENT") in writing as to when all of the funds in the Trust
Account will be available for immediate transfer (the "TRANSFER DATE"). The
Designated Paying Agent shall thereafter notify you as to the account or
accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the Company's
instructions. You shall have no obligation to oversee the Designated Paying
Agent's distribution of the funds. Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall be
terminated.
Very truly yours,
SP ACQUISITION HOLDINGS, INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
EXHIBIT C
[LETTERHEAD OF COMPANY]
[INSERT DATE]
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx
Attn: [Xxxxxx Xxxxxx, President]
Re: Trust Account No. [ ] Tax Disbursement Letter
Gentlemen:
Pursuant to the Investment Management Trust Agreement between SP
Acquisition Holdings, Inc. (the "COMPANY") and Continental Stock Transfer &
Trust Company ("TRUSTEE") dated as of , 2007 (the "Trust Agreement"), this is to
advise you that the Trust Account, as defined in the Trust Agreement, has
incurred a total of $_____________________ in taxes (the "Tax Payments") for the
period from ________ __, 200__ to ________ __, 200__ (the "Tax Period") as a
result of interest and other income earned on the Property, as defined in the
Trust Agreement, during the Tax Period.
In accordance with the terms of the Trust Agreement, we hereby authorize
you to distribute from the Trust Account proceeds from the Property equal to the
aggregate Tax Payments on such dates, in such amounts and to such payees as
indicated on the Schedule of Tax Payments attached hereto as Schedule 1.
Very truly yours,
SP ACQUISITION HOLDINGS, INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
Authorized Counsel Signatory:
By: _______________________________
Name: _______________________________
Title: _______________________________
EXHIBIT D
AUTHORIZED INDIVIDUAL(S) AUTHORIZED
FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S)
----------------------- -------------------
COMPANY:
SP Acquisition Holdings, Inc. (212) 520-2300
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: [Xxxxxx Xxxxxxxxxxxx, President]
TRUSTEE:
Continental Stock Transfer & Trust Company (000) 000-0000
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx, President
