Griffin Holdings Group, LLC April 9, 2008
EXHIBIT 10.7
Xxxxxxx Holdings Group, LLC
April 9, 2008
Re: Administrative Services
Ladies and Gentlemen:
This letter will confirm our agreement that, commencing on the closing date (the “Closing
Date”) of the initial public offering of the securities of Sidhu Special Purpose Capital Corp.
(the “Company”) pursuant to a registration statement on Form S-1, File No. 333-149504,
filed with the Securities and Exchange Commission (the “Registration Statement”) and
continuing until the earlier of the consummation by the Company of a business combination or the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date
hereinafter referred to as the “Termination Date”), Xxxxxxx Holdings Group, LLC shall make
available to the Company, at Center City Executive Centre, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxx 00000 and 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or any other or
successor location of Xxxxxxx Holdings), certain office space, utilities, administrative and
technological services and secretarial support as may be reasonably required by the Company to
carry on its business as described in the Registration Statement. In exchange therefor, the
Company shall pay Xxxxxxx Holdings Group, LLC the sum of $7,500 per month payable in advance
commencing on the Closing Date and on each one month anniversary thereafter until the Termination
Date.
This letter agreement constitutes the entire agreement and understanding of the parties hereto
in respect of its subject matter and supersedes all prior understandings, agreements or
representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision,
except by a written instrument executed by all parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests or
obligations hereunder without the prior written approval of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to
transfer or assign any interest or title to the purported assignee.
This letter agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws thereof.
| Very Truly Yours, XXXXXXX HOLDINGS GROUP, LLC |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Manager, President and Chief Executive Officer |
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ACCEPTED AND AGREED:
| By: | /s/ Xxx X. Xxxxx | |||||
| Name: | Xxx X. Xxxxx | |||||
| Title: | Chairman of the Board, President | |||||
| and Chief Executive Officer | ||||||
