0000950136-07-006878 Sample Contracts

AMENDED AND RESTATED WARRANT AGREEMENT SP ACQUISITION HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

Warrant Agreement • October 5th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York

• Contract Type
  Warrant Agreement
• Filed
  October 5th, 2007
• Company
  SP Acquisition Holdings, Inc.
• Industry
  Blank checks
• Jurisdiction
  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”).

SP ACQUISITION HOLDINGS, INC. 40,000,000 Units Common Stock ($0.001 par value per Share) and one Warrant UNDERWRITING AGREEMENT

Underwriting Agreement • October 5th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York

• Contract Type
  Underwriting Agreement
• Filed
  October 5th, 2007
• Company
  SP Acquisition Holdings, Inc.
• Industry
  Blank checks
• Jurisdiction
  New York

Form of Letter Agreement for Directors and Officers of SP Acquisition Holdings, Inc.]

SP Acquisition Holdings, Inc. • October 5th, 2007 • Blank checks • New York

• Company
  SP Acquisition Holdings, Inc.
• Filed
  October 5th, 2007
• Industry
  Blank checks
• Jurisdiction
  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.

AMENDMENT NO. 1 TO SP ACQUISITION HOLDINGS, INC. FOUNDER’S SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • October 5th, 2007 • SP Acquisition Holdings, Inc. • Blank checks

• Contract Type
  Securities Purchase Agreement
• Filed
  October 5th, 2007
• Company
  SP Acquisition Holdings, Inc.
• Industry
  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”).