2,200,000 Shares of Common Stock HYPERSPACE COMMUNICATIONS, INC. UNDERWRITING AGREEMENT [SUBJECT TO COMPLETION OF DUE DILIGENCE] July , 2004Underwriting Agreement • July 23rd, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
Hyperspace Communications, Inc., a corporation organized and existing under the laws of Colorado (the "Company"), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Exhibit A hereto (collectively, the "Underwriters"), for whom Maxim Group LLC is acting as representative (in such capacity, the "Representative"), to sell and issue to the Underwriters an aggregate of 2,200,000 shares (the "Firm Shares") of its common stock, no par value per share (the "Common Stock"). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, an aggregate additional amount of 330,000 shares of Common Stock (the "Additional Shares"). The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement and Prospectus referred to below. The offering and sale of the Shares
Form of Lock-Up AgreementLetter Agreement • July 23rd, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado
QuickLinks -- Click here to rapidly navigate through this documentHyperSpace Communications, Inc. • July 23rd, 2004 • Services-prepackaged software • New York
We are pleased that Hyperspace Communications, Inc., a Colorado corporation (the "Company") has decided to retain Maxim Group LLC ("Maxim") to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (this "Agreement") will confirm Maxim's acceptance of such retention and set forth the terms of our engagement.
HYPERSPACE COMMUNICATIONS, INC. MARKET STAND-OFF AGREEMENTHyperSpace Communications, Inc. • July 23rd, 2004 • Services-prepackaged software
WHEREAS, the undersigned ("Investor") is an investor in HyperSpace Communications, Inc. (the "Company"), having puchased shares of the capital stock of the Company or certain notes and warrants issued by the Company, which notes and or warrants are convertible into the capital stock of the Company.
