UNDERWRITING AGREEMENT between GLOBAL SERVICES PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLCUnderwriting Agreement • February 22nd, 2006 • Global Services Partners Acquisition Corp. • Blank checks • 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 • February 22nd, 2006 • Global Services Partners Acquisition Corp. • Blank checks • New York
Agreement made as of , 2006 between Global Services Partners Acquisition Corp., a Delaware corporation, with offices at c/o Everest Telecom LLC, 3130 Fairview Park Drive, Suite 500, Falls Church, Virginia 22042 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 22nd, 2006 • Global Services Partners Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 31st day of January, 2006, by and among GLOBAL SERVICES PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the...Registration Rights Agreement • February 22nd, 2006 • Global Services Partners Acquisition Corp. • Blank checks • 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.
ContractAgreement • February 22nd, 2006 • Global Services Partners Acquisition Corp. • Blank checks • New York
AGREEMENT (“Agreement”) is entered into as of the 2nd day of February, 2006, by and among GLOBAL SERVICES PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), Rahul Prakash (“Prakash”), Abhishek Jain (“Jain”), Avinash Vashistha (“Vashistha”), Brian Boyle (“Boyle”), Atikem Haile-Mariam (“Mariam”), Ravindra Sannareddy (“Sannareddy”), Saurabh Srivastava (“Srivastava”), WTP Capital, LLC (“WTP”) and Tholons Capital, LLC (“Tholons” and, together with Prakash, Jain, Vashistha, Boyle, Mariam, Sannareddy, Srivastava and WTP, collectively, the “Warrant Holders”).
