UNDERWRITING AGREEMENT between SERVICES ACQUISITION CORP. INTERNATIONAL and BROADBAND CAPITAL MANAGEMENT LLC Dated: , 2005Underwriting Agreement • April 6th, 2005 • Services Acquisition Corp. International • Blank checks • 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 • April 6th, 2005 • Services Acquisition Corp. International • Blank checks • 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”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • April 6th, 2005 • Services Acquisition Corp. International • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 6th, 2005 • Services Acquisition Corp. International • Blank checks • New York
SERVICES ACQUISITION CORP. INTERNATIONALServices Acquisition Corp. International • April 6th, 2005 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Services Acquisition Corp. International (“SACI”) and continuing until (the “Termination Date”) the earlier of the consummation by SACI of a “Business Combination” or SACI’s liquidation (as described in SACI’s IPO prospectus), SB Management Corp. shall make available to SACI certain office and secretarial services as may be required by SACI from time to time, situated at 401 East Las Olas Boulevard, Suite 1140, Fort Lauderdale, FL 33301. In exchange therefore, SACI shall pay SB Management Corp. the sum of $4,875 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
SERVICES ACQUISITION CORP. INTERNATIONALServices Acquisition Corp. International • April 6th, 2005 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Services Acquisition Corp. International (“SACI”) and continuing until (the “Termination Date”) the earlier of the consummation by SACI of a “Business Combination” or SACI’s liquidation (as described in SACI’s IPO prospectus), Mercantile Companies, Inc. shall make available to SACI certain office and secretarial services as may be required by SACI from time to time, situated at 1372 Shermer Road, Northbrook, IL 60062. In exchange therefor, SACI shall pay Mercantile Companies, Inc. the sum of $2,625 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 6th, 2005 • Services Acquisition Corp. International • Blank checks • 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, THOMAS C. BYRNE, CRIS V. BRANDEN, RICHARD L. HANDLEY, ROBERT J. HENNINGER, JR. AND ALEX MUXO, JR. (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
