UNDERWRITING AGREEMENT between MERCATOR PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLC Dated: , 2005Underwriting Agreement • February 23rd, 2005 • Mercator Partners Acquisition Corp. • Blank checks • New York
The undersigned, Mercator Partners Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with HCFP/Brenner Securities LLC (being referred to herein variously as “you,” “Brenner” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Brenner is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENT made as of , 2005 by and between MERCATOR PARTNERS ACQUISITION CORP., a Delaware corporation, with offices at One Fountain Square, 11911 Freedom Drive, Suite 1080, Reston, Virginia 20190 (“Company”), and AMERICAN STOCK TRANSFER &...Warrant Agreement • February 23rd, 2005 • Mercator Partners Acquisition Corp. • Blank checks • New York
The Company has heretofore sold and delivered to its executive officers and directors (collectively, “Insiders”) an aggregate of (i) 2,475,000 Class W Warrants (“Class W Warrants”) and (ii) 2,475,000 Class Z Warrants (“Class Z Warrants”), each such Warrant evidencing the right of the holder thereof to purchase one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for $5.00, subject to adjustment as described herein (the Class W Warrants and the Class Z Warrants sold to the Insiders being hereinafter referred to, collectively, as “Insiders’ Warrants”); and
