Services Acquisition Corp. International
000 Xxxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xx. Lauderdale, FL 33301
November 6, 2006
Ladies and Gentlemen:
Reference is hereby made to the Securities Purchase Agreement dated as
of March 15, 2006, as amended, ("SPA") among Services Acquisition Corp.
International, a Delaware corporation (the "Company"), and the purchasers
identified on the signature pages thereto (each, a "Purchaser" and collectively,
the "Purchasers"). Capitalized terms used herein but not otherwise defined
herein shall have such meanings as defined in the SPA. The Company and the
Purchasers have agreed to amend and modify the SPA as follows:
1. Notwithstanding anything to the contrary in the SPA, , the language
of Section 5.1(i) shall be deleted in its entirety and replaced with the
following: "December 8, 2006 or"
2. This letter may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement. In the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.
3. The Purchasers acknowledge that the Company is seeking to amend the
terms of the Tornado Transaction to provide for an outside termination date of
December 8, 2006 and the amendment set forth herein is conditioned upon the
receipt of such amendment to the Tornado Transaction. Except as modified hereby
all of the other terms and conditions of the SPA remains in full force and
effect.
[REMAINDER OF XXXX INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Company has caused this letter (amending the SPA) as
of the date first written above.
SERVICES ACQUISITION CORP.
INTERNATIONAL
_______________________________________
Name:
Title:
[REMAINDER OF XXXX INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASERS FOLLOW]
IN WITNESS WHEREOF, the Purchasers have executed this letter (amending the
SPA) as of the date first written above.
PURCHASER: __________________________
By:_____________________________________
Name:
Title:
Number of Shares: _________________
Investment Amount: $__________
