1,800,000 Units, each Unit consisting of One (1) Share of Common Stock and Two (2) Redeemable Common Stock Purchase Warrants HYPERSPACE COMMUNICATIONS, INC. UNDERWRITING AGREEMENT September , 2004Underwriting Agreement • October 1st, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
Capital Growth Financial, LLC 225 NE Mizner Blvd., Suite 750 Boca Raton, Florida 33432 As Representative of the Underwriters named on Schedule A hereto
COMPUTERSHARE TRUST COMPANY, INC. WARRANT AGREEMENTWarrant Agreement • October 1st, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado
HyperSpace Communications, Inc., a Colorado corporation (the "Company"), and Computershare Trust Company, Inc., a Colorado limited purpose trust company ("Warrant Agent"), agree as follows:
CAPITAL GROWTH FINANCIAL, LLCFinancial Advisory and Investment Banking Agreement • October 1st, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • Florida
We are pleased that Hyperspace Communications, Inc., a Colorado corporation (the "Company") has decided to retain Capital Growth Financial, LLC ("CGF") to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (this "Agreement") will confirm CGF's acceptance of such retention and set forth the terms of our engagement.
HYPERSPACE COMMUNICATIONS, INC. AND CAPITAL GROWTH FINANCIAL, LLC FORM OF REPRESENTATIVE'S OPTION AGREEMENT FOR UNITS Dated as of , 2004Representative's Option Agreement for Units • October 1st, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • Florida
REPRESENTATIVE'S OPTION AGREEMENT FOR UNITS dated as of , 2004 among HYPERSPACE COMMUNICATIONS, INC., a Colorado corporation (the "Company") and CAPITAL GROWTH FINANCIAL, LLC, the representative of the underwriters, a Florida limited liability company (hereinafter referred to variously as the "Holder", "Underwriter" or "Representative").
