Letter Agreement Among Global Services Partners Acquisition Corp., HCFP/Brenner Securities LLC, and Tholons Capital Regarding IPO and Insider Securities

Summary

This agreement is between Global Services Partners Acquisition Corp., HCFP/Brenner Securities LLC, and Tholons Capital. Tholons Capital agrees to certain restrictions and waivers related to its insider securities in connection with the company's initial public offering (IPO). Tholons waives rights to trust fund distributions upon liquidation, agrees not to seek compensation or fees before a business combination, and will not sell its insider securities until a business combination is completed. The agreement also includes representations about Tholons Capital's legal standing and authorizes background checks.

EX-10.9 22 dex109.htm LETTER AGREEMENT AMONG THE REGISTRANT, HCFP/BRENNER AND THOLONS CAPITAL Letter Agreement among the Registrant, HCFP/Brenner and Tholons Capital

Exhibit 10.9

 

September 14, 2005

 

Global Services Partners Acquisition Corp.

9302 Lee Highway, 5th Floor

Fairfax, Virginia 22031

 

HCFP/Brenner Securities LLC

888 Seventh Avenue, 17th Floor

New York, New York 10106

 

  Re: Initial Public Offering

 

Ladies and Gentlemen:

 

The undersigned securityholder of Global Services Partners Acquisition Corp. (the “Company”), in consideration of HCFP/Brenner Securities LLC’s (“Brenner”) willingness to underwrite an initial public offering of the securities of the Company (the “IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 9 hereof):

 

1. The undersigned waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund as a result of such liquidation with respect to its Insider Securities (each a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

 

2. The undersigned will not submit to the Company for consideration, or vote for the approval of, any Business Combination which involves a company which is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Brenner that the business combination is fair to the Company’s stockholders from a financial perspective.

 

3. Neither the undersigned, nor any affiliate (“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation or fees of any kind, including finder’s and consulting fees, prior to, or for services they rendered in order to effectuate, the Business Combination. The undersigned shall also be entitled to reimbursement from the Company for its out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

 

4. Neither the undersigned or any of its Affiliate will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

 

5. The undersigned agrees not to sell any of its Insider Securities until the Company’s completion of a Business Combination.


Global Services Partners Acquisition Corp.

HCFP/Brenner Securities LLC

September 14, 2005

Page 2

 

6. The undersigned represents and warrants that it:

 

(a) is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

 

(b) has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it is not currently a defendant in any such criminal proceeding; and

 

(c) has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

 

7. The undersigned has full right and power, without violating any agreement by which it is bound, to enter into this letter agreement and to be a security holder of the Company.

 

8. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to Brenner and its legal representatives or agents (including any investigative search firm retained by Brenner) any information they may have about the undersigned’s background and finances (“Information”). Neither Brenner nor its agents shall be violating my right of privacy in any manner in requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage whatsoever in that connection.


Global Services Partners Acquisition Corp.

HCFP/Brenner Securities LLC

September 14, 2005

Page 3

 

9. As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business selected by the Company; (ii) “Insiders” shall mean all officers, directors and securityholders of the Company immediately prior to the IPO; (iii) “Insider Securities” shall mean all of the shares of common stock, Class W Warrants and Class Z Warrants (and all shares of common stock underlying such securities) of the Company owned by an Insider prior to the IPO; and (iv) “Trust Fund” shall mean that portion of the net proceeds of the IPO placed in trust for the benefit of the holders of the shares of Class B common stock issued in the Company’s IPO as contemplated by the Company’s prospectus relating to the IPO.

 

Tholons Capital, LLC, a Delaware limited liability company

By: Avinsash Vashistha, President and Member

/s/    AVINSASH VASHISTHA        
Signature