UNDERWRITING AGREEMENT between GLOBAL SERVICES PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLCUnderwriting Agreement • September 15th, 2005 • Global Services Partners Acquisition Corp. • New York
The undersigned, Global Services 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 AGREEMENTWarrant Agreement • September 15th, 2005 • Global Services Partners Acquisition Corp. • New York
Agreement made as of , 2005 between Global Services Partners Acquisition Corp., a Delaware corporation, with offices at c/o Everest Telecom LLC, 9302 Lee Highway, 5th floor, Fairfax, Virginia 22031 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 15th, 2005 • Global Services Partners Acquisition Corp. • New York
This Agreement is made as of [ ], 2005 by and between Global Services Partners Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • September 15th, 2005 • Global Services Partners Acquisition Corp. • New York
GLOBAL SERVICES PARTNERS ACQUISITION CORP.Global Services • September 15th, 2005 • Global Services Partners Acquisition Corp.
REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the day of , 2005, by and among GLOBAL SERVICES PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature...Registration Rights Agreement • September 15th, 2005 • Global Services Partners Acquisition Corp. • New York
The Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock and Warrants (as defined below) held by them and/or issuable upon exercise of the Warrants held by them, as applicable.
