REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2005 • Services Acquisition Corp. International • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among: Services Acquisition Corp. International, a Delaware corporation (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between SERVICES ACQUISITION CORP. INTERNATIONAL and BROADBAND CAPITAL MANAGEMENT LLC Dated: , 2005Underwriting Agreement • February 14th, 2005 • Services Acquisition Corp. International • New York
The undersigned, Services Acquisition Corp. International, a [Delaware] corporation (“Company”), hereby confirms its agreement with Broadband Capital Management LLC (hereinafter referred to as “you,” “Broadband” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Broadband is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 14th, 2005 • Services Acquisition Corp. International • New York
Agreement made as of , 2005 between Services Acquisition Corp. International, a Delaware corporation, with offices at 401 East Las Olas Boulevard, Suite 1140, Fort Lauderdale, Florida 33301 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 14th, 2005 • Services Acquisition Corp. International • New York
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 14th, 2005 • Services Acquisition Corp. International • New York
Broadband Capital Management LLCWarrant Purchase Agreement • February 14th, 2005 • Services Acquisition Corp. International
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 14th, 2005 • Services Acquisition Corp. International • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among SERVICES ACQUISITION CORP. INTERNATIONAL, a Delaware corporation (“Company”), STEVEN R. BERRARD, THE EDELSON FAMILY TRUST/UA DATED 09/08/1997, NATHANIEL KRAMER, THOMAS E. AUCAMP AND THOMAS C. BYRNE (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
