SP ACQUISITION HOLDINGS, INC. 40,000,000 Units Common Stock ($0.001 par value per Share) and one Warrant UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
Form of Letter Agreement for SP Acq LLC, Steel Partners II, L.P. and SP Acquisition Holdings, Inc.]Warrant Agreement • September 28th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SP Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC and Ladenburg Thalmann & Co., Inc. as the representatives (the “Representatives”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
SP ACQUISITION HOLDINGS, INC. FOUNDER’S UNITS AGREEMENTS Units Agreement • September 28th, 2007 • SP Acquisition Holdings, Inc. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), dated as of August 8, 2007, is entered into by and among SP Acquisition Holdings, Inc., a Delaware corporation (the “Company”), SP Acq LLC, a Delaware limited liability company (the “Initial Founder”), Steel Partners II, L.P., a Delaware limited partnership (“SP II”), Anthony Bergamo, Ronald LaBow, Howard M. Lorber, Leonard Toboroff and S. Nicholas Walker (each a “Founder” and collectively, together with the Initial Founder and SP II, the “Founders”).
