SP Acquisition Holdings, Inc. 590 Madison Avenue, 32nd Floor New York, NY 10022Letter 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
