SP Acquisition Holdings, Inc. Founder's Units and Additional Warrants Purchase Agreement with SP Acq LLC and Purchasers

 Exhibit 10.10 SP ACQUISITION HOLDINGS, INC. FOUNDER'S UNITS AND FOUNDER'S ADDITIONAL WARRANTS PURCHASE AGREEMENT THIS FOUNDER'S UNITS AND FOUNDER'S ADDITIONAL WARRANTS PURCHASE AGREEMENT (this "Agreement"), dated as of June __, 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 "Seller") and ________________________ (each a "Purchaser" and collectively the "Purchasers"). WHEREAS, the Company has filed a registration statement (the "Registration Statement") for the initial public offering of units (the "Initial Public Offering"), each unit consisting of one share of the Company's common stock, par value $0.001 per share (a "Share"), and one warrant to purchase one Share at an exercise price of $7.50 per Share. WHEREAS, pursuant to the Founder's Securities Purchase Agreement, dated as of March 22, 2007, by and between the Company and Seller (the "Securities Purchase Agreement"), Seller purchased for an aggregate purchase price of $25,000, 7,500,000 units (the "Founder's Units"), each consisting of one share of the Company's common stock, par value $0.001 per share and one warrant to purchase one Share at an exercise price of $7.50 per share. WHEREAS, the Purchasers desire to purchase and the Seller desires to sell, upon the terms and conditions set forth in this Agreement, the number of Founder's Units set forth on Schedule A hereto (the "Director Founder's Units") at a price per Unit equal to $.0033 (the "Director Founder's Units Purchase Price"), each consisting of one share of the Company's common stock, par value $0.001 per share (the "Director Founder's Shares") and one warrant to purchase one Share at an exercise price of $7.50 per share (the "Director Initial Founder's Warrants'). WHEREAS, pursuant to the Founder's Securities Purchase Agreement the Company has also agreed to issue in a private placement to occur concurrently with the closing of the Initial Public Offering, 5,250,000 warrants to purchase shares of Common Stock (the "Additional Founder's Warrants") to the Seller. WHEREAS, the Purchasers desire to purchase and the Seller desires to sell, upon the terms and conditions set forth in this Agreement, the number of Additional Founder's Warrants set forth on Schedule A hereto (the "Director Additional Founder's Warrants") at a price per warrant equal to $1.00 (the "Director Additional Founder's Warrants Purchase Price"). NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:  Section 1. AUTHORIZATION, PURCHASE AND SALE; TERMS OF THE DIRECTOR FOUNDER'S UNITS AND DIRECTOR ADDITIONAL FOUNDER'S WARRANTS. A. Authority to Sell. The Seller represents that it is authorized to sell the Director Founder's Units and Director Additional Founder's Warrants to the Purchasers in accordance with the terms hereof. B. Purchase and Sale of the Director Founder's Units and Director Additional Founder's Warrants. On the date hereof (or concurrently with the closing of the Initial Public Offering with respect to the Director Additional Founder's Warrants), the Seller shall sell to each Purchaser and each Purchaser shall purchase from the Seller, the number of Director Founder's Units and Director Additional Founder's Warrants set forth opposite the name of such Purchaser on Schedule A hereto for the Director Founder's Units Purchase Price and Director Additional Founder's Warrants Purchase Price, respectively. The number of Director Founder's Units or Director Additional Founder's Warrants to be purchased assumes that the gross proceeds of the Initial Public Offering are $300,000,000 (prior to the exercise of the over-allotment option). If the gross proceeds that the Company receives from the Initial Public Offering is less than $300,000,000 (prior to the exercise of the over-allotment option), the Company will repurchase Director Founder's Units from each Purchaser and decrease the number of Director Additional Founder's Warrants to be sold to each Purchaser, provided, however, the Seller at its option may agree with a Purchaser to sell additional Director Founder's Units and/or Director Additional Founder's Warrants to such Purchaser. If the gross proceeds that the Company receives from the Initial Public Offering is greater than $300,000,000 (prior to the exercise of the over-allotment option), the Company, through the Seller and the Seller's Option, may dividend additional Director Founder's Units to each Director and increase the number of Director Additional Founder's Warrants to be sold to each Purchaser. The Seller shall cause the Company to deliver certificates evidencing the Director Founder's Units, Director Founder's Shares, Director Initial Founder's Warrants and Director Additional Founder's Warrants to be purchased by each Purchaser hereunder, in each case registered in the Purchaser's name, upon the payment by the Purchaser of the Director Founder's Units Purchase Price and Director Additional Founder's Warrants Purchase Price by check or wire transfer of immediately available funds to Steel Partners, Ltd. for the benefit of Seller. With respect to the payment of the Director Additional Founder's Warrants Purchase Price, each Purchaser agrees to deliver payment of the purchase price to the Seller upon five (5) days notice of the Seller. Each Purchaser agrees that in the event such Purchaser fails to purchase the number of Director Additional Founder's Warrants set forth on Schedule A hereto, such Purchaser shall forfeit to Seller the number of Director Founder's Units set forth on Schedule A hereto. C. Terms of the Director Founder's Units, Director Founder's Shares, Director Initial Founder's Warrants and Director Additional Founder's Warrants. (i) Director Founder's Units: Each Unit of the Director Founder's Units shall consist of one Director Founder's Share and one Director Initial Founder's Warrant and shall have the terms set forth in the Unit Certificate attached as EXHIBIT A hereto. (ii) Director Founder's Shares: The Director Founder's Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Founder's Share Certificate attached as EXHIBIT B hereto. Without limiting the foregoing, each Purchaser hereby expressly agrees that if the Company consummates the Initial Public Offering, then (i) in connection with the stockholder vote required to approve a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or assets (a "Business Combination"), each Purchaser agrees to vote the Director Founder's Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (ii) each Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 2.D of this Agreement. 2  (iii) Director Initial Founder's Warrants: The Director Initial Founder's Warrants shall have the terms set forth in the Warrant Agreement set forth as EXHIBIT C hereto. (iv) Director Additional Founder's Warrants: The Director Additional Founder's Warrants shall have the terms set forth in the Warrant Agreement as set forth as EXHIBIT C hereto including, but not limited to the provision that if the Company does not consummate a Business Combination, then the Director Additional Founder's Warrants Purchase Price will be part of the liquidating distribution to the Company's public stockholders, and the Director Additional Founder's Warrants will expire worthless. (v) Transfer Restrictions: In addition to the restrictions on transfer set forth in Section 5 hereof, the Purchasers shall not sell or transfer the Director Founder's Units, Director Founder's Shares, Director Initial Founder's Warrants and Director Additional Founder's Warrants and the Shares underlying the Director Initial Founder's Warrants and Director Additional Founder's Warrants (collectively, the "Securities") for a period of one year from the date the Company completes its initial business combination (or until after the Company completes a business combination with respect to the Director Additional Founder's Warrants and the Shares underlying the Director Additional Founder's Warrants) except to a Permitted Transferee (as defined in the Warrant Agreement) who agrees in writing with the Company to be subject to such transfer restrictions, vote the Director Founder's Shares as provided in (ii) above; waive any right to participate in any liquidation distribution as provided in (ii) above and agrees to the forfeiture of the Director Founder's Units, Director Founder's Shares and Director Initial Founder's Warrants as provided in (vi) below. During this period, each Purchaser and its Permitted Transferees shall retain all other rights of holders of Shares, including, without limitation, the right to vote their Shares (except as described above with respect to a Business Combination) and the right to receive cash dividends, if declared. If dividends are declared and payable in Shares, such dividends will also be subject to the restrictions contained in this Section 1.C.(v). (vi) Registration Rights: In connection with the closing of the Initial Public Offering, the Company, the Seller and the Purchasers shall enter into an agreement (the "Registration Rights Agreement") granting the Seller and the Purchasers registration rights with respect to the Securities. (vii) Forfeiture of Director Founder's Units, Director Founder's Shares and Director Initial Founder's Warrants: In the event that Steel Partners II, L.P. fails to purchase an aggregate of 3,000,000 Units (the "Co-Investment Units") at a price of $10.00 per Unit ($30.0 million in the aggregate) in a private placement that will occur immediately prior to the consummation of a Business Combination (the "Co-Investment") by the Company pursuant to the terms of a Co-Investment Agreement to be entered into among the Company and Steel Partners II, L.P., Purchaser agrees to surrender and forfeit all of its Directors Founders' Units, Director Founder's Shares and Director Initial Founder's Warrants to the Company, provided that such surrender and forfeiture will not be required if the Seller purchases the Co-Investment Units. (viii) Seller Repurchase: Each Purchaser agrees that if at any time prior to the consummation of the Company's initial business combination such Purchaser resigns from, or is removed for cause from, the board of directors of the Company then concurrently therewith such Purchaser shall sell to the Seller all Director Founder's Units and Director Additional Founder's Warrants owned by him at a price per Unit equal to the Director Founder's Units Purchase Price per Unit in the case of the Director Founder's Units and the Director Additional Founder's Warrants Purchase Price per Warrant in the case of the Director Additional Founder's Warrants, respectively. 3  Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. As a material inducement to the Company and the Seller to enter into this Agreement and for the Seller to sell the Director Founder's Units and Director Additional Founder's Warrants, each Purchaser severally and not jointly hereby represents and warrants to the Seller and the Company that: A. Capacity and State Law Compliance. Such Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Director Founder's Units and Director Additional Founder's Warrants is permitted under applicable securities laws. B. Authorization. This Agreement constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its terms. C. Investment Representations. (i) Such Purchaser is acquiring the Securities for his own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) Such Purchaser is an "accredited investor" as such term is defined in Rule 501(a)(3) of Regulation D. (iii) Such Purchaser understands that the Securities are being offered and will be sold to him in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Seller and the Company are relying upon the truth and accuracy of, and such Purchaser's compliance with, the representations and warranties of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities. (iv) Such Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the "Securities Act"). (v) Such Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by such Purchaser. Such Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Such Purchaser understands that his investment in the Securities involves a high degree of risk. Such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision with respect to such Purchaser's acquisition of the Securities. (vi) Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by such Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) Such Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, such Purchaser understands that the Securities and 4  Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be "underwriters" under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. Such Purchaser is able to bear the economic risk of his investment in the Securities for an indefinite period of time. (viii) Such Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder. Such Purchaser has adequate means of providing for his current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. Such Purchaser can afford a complete loss of his investment in the Securities. D. Waiver of Right to Amounts in the Trust Account and Indemnification. (i) Such Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the trust account established by the Company for the deposit of proceeds from the Initial Public Offering and the sale of the Additional Founder's Warrants, as a result of any liquidation of the trust account, with respect to the Director Founder's Shares ("Claim") and hereby waives any Claim he 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 account for any reason whatsoever except for any amounts to which he may be entitled upon liquidation of the Company in respect of such Purchaser's ownership of Shares other than the Director Founder's Shares. (ii) Such Purchaser acknowledges and agrees that the stockholders of the Company, including those who purchase the units in the Initial Public Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 2.D. of this Agreement. (iii) Such Purchaser agrees that to the extent any waiver of rights under this Section 2.D. is ineffective as a matter of law, such Purchaser has offered such waiver for the benefit of the Seller and the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Such Purchaser acknowledges the receipt and sufficiency of consideration received from the Seller and the Company hereunder in this regard. Section 3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the representations and warranties contained herein shall survive the purchase of the Securities hereunder. Section 4. DEFINITIONS. Terms used but not otherwise defined in this Agreement shall have the meaning assigned such terms in the Registration Statement. 5  Section 5. MISCELLANEOUS. A. Legends. (i) The certificates evidencing the Director Founder's Units and the Director Founder's Shares will include the legend set forth on EXHIBITS A AND B hereto, respectively, which each Purchaser has read and understands. The Director Initial Founder's Warrants, Director Additional Founder's Warrants and Shares issued upon exercise of the Director Initial Founder's Warrants and Director Additional Founder's Warrants will include the legend set forth in EXHIBIT C to the Warrant Agreement in the case of the Warrants and in the Warrant Agreement in the case of the Shares, which each Purchaser has read and understands. (ii) By accepting the Securities, each Purchaser agrees that it is aware of the restrictive character of the securities, that it will hold such securities for investment and that prior to any transfer of the Securities and that it will give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and each Purchaser agrees not to make any disposition of all or any portion of the Securities unless and until: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, in which case the legends set forth above with respect to the Securities sold pursuant to such registration statement shall be removed; or (b) if reasonably requested by the Company, (A) each Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (B) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (C) the Company shall have received an agreement by such transferee to the restrictions contained in the legends referred to in (i) hereof. Notwithstanding the foregoing, each Purchaser also understands and acknowledges that the transfer of the Director Founder's Units, Director Founder's Shares and the Director Initial Founder's Warrants and Director Additional Founder's Warrants and the exercise of the Director Initial Founder's Warrants and Director Additional Founder's Warrants are subject to the specific conditions to such transfer or exercise as outlined herein and the Warrant Agreement as to which each Purchaser specifically assents by its execution hereof. (iii) The Company will, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the extent its counsel considers it necessary to ensure compliance with federal and state securities laws and the transfer restrictions contained elsewhere in this Agreement and the Warrant Agreement. B. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement. C. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 6  D. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. E. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word "including" in this Agreement shall be by way of example rather than by limitation. F. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of said State. The parties agree that, all actions and proceedings arising out of this Agreement or any of the transactions contemplated hereby, shall be brought in the United States District Court for the Southern District of New York or in a New York State Court in the County of New York and that, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such court. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. G. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent: If to the Company: SP Acquisition Holdings, Inc. 590 Madison Avenue, 32nd Floor New York, NY 10022 Fax No.: (212) 520-2301 With a copy to: Steven Wolosky Olshan Grundman Frome Rosenzweig & Wolosky LLP 65 East 55th Street New York, NY 10022 Fax No.: (212) 451-2222 If to the Seller: SP Acq LLC 590 Madison Avenue, 32nd Floor New York, NY 10022 Fax No.: (212) 520-2301 If to Purchasers: To the address set forth under the name of such Purchaser in Schedule A hereto or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. H. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed 7  as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. [Signature page follows] 8  IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on the date first written above. SP ACQUISITION HOLDINGS, INC. ___________________________________________ By: Warren G. Lichtenstein, Chairman of the Board of Directors, President and Chief Executive Officer SP ACQ LLC ___________________________________________ By: Warren G. Lichtenstein, Managing Member ___________________________________________ [NAME] ___________________________________________ [NAME] 9  Exhibit A SPECIMEN OF UNIT CERTIFICATE No.__________ SP ACQUISITION HOLDINGS, INC. _______ UNIT(S) INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE UNIT(S) EACH CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT ____________________________________________IS THE OWNER OF____________________________________________________________________________ UNIT(S). EACH UNIT ("UNIT") CONSISTS OF ONE (1) SHARE OF COMMON STOCK, PAR VALUE $0.001 PER SHARE ("COMMON STOCK"), OF SP ACQUISITION HOLDINGS, INC., A DELAWARE CORPORATION (THE "CORPORATION"), AND ONE WARRANT (EACH, A "WARRANT"). EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE (1) SHARE OF COMMON STOCK FOR $7.50 PER SHARE (SUBJECT TO ADJUSTMENT). THE COMMON STOCK AND WARRANT COMPRISING EACH UNIT REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE SEPARATELY PRIOR TO FIVE BUSINESS DAYS FOLLOWING THE EARLIER TO OCCUR OF THE EXPIRATION OF THE OVER-ALLOTMENT OPTION OF THE UNDERWRITERS OF THE CORPORATION'S INITIAL PUBLIC OFFERING (THE "IPO") AND THE EXERCISE IN FULL BY THE UNDERWRITERS OF SUCH OPTION. THE TERMS OF THE WARRANTS ARE GOVERNED BY A WARRANT AGREEMENT (THE "WARRANT AGREEMENT") BETWEEN THE CORPORATION AND ITS TRANSFER AGENT TO BE ENTERED INTO UPON THE EFFECTIVENESS OF THE CORPORATION'S INITIAL PUBLIC OFFERING, AS AMENDED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, AND ARE SUBJECT TO THE TERMS AND PROVISIONS CONTAINED THEREIN, ALL OF WHICH TERMS AND PROVISIONS THE HOLDER OF THIS CERTIFICATE CONSENTS TO BY ACCEPTANCE HEREOF. COPIES OF THE WARRANT AGREEMENT WILL BE ON FILE AT THE OFFICE OF THE CORPORATION, AND WILL BE AVAILABLE TO ANY WARRANT HOLDER ON WRITTEN REQUEST AND WITHOUT COST. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO FORFEITURE AND ADDITIONAL RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO AN INITIAL FOUNDER'S SECURITIES PURCHASE AGREEMENT DATED MARCH 22, 2007, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE CORPORATION. WITNESS THE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURE OF ITS DULY AUTHORIZED OFFICER. DATED: , 2007 SP ACQUISITION HOLDINGS, INC. ______________________ AUTHORIZED OFFICER CORPORATE SEAL DELAWARE A-1  - -------------------------------------------------------------------------------- The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common Unif Gift Min Act - ________ Custodian __________ TEN ENT tenants by the entireties (Cust) (Minor) as joint tenants with right of Under Uniform Gifts to Minors survivorship and not as tenants in Act: ________________________ JT TEN common (State) Additional abbreviations may also be used though not in the above list. SP ACQUISITION HOLDINGS, INC. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units. FOR VALUE RECEIVED, HEREBY SELL, ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) UNITS REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT _________________ ATTORNEY, TO TRANSFER THE SAID UNITS ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED __________________ BY: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. A-2  Exhibit B [SPECIMEN INITIAL FOUNDER'S COMMON STOCK CERTIFICATE] NUMBER SHARES CUSIP SP ACQUISITION HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001 EACH OF THE COMMON STOCK OF SP ACQUISITION HOLDINGS, INC. TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. Dated: SP Acquisition Holdings, Inc. CORPORATE DELAWARE SEAL _______________________ _______________________ PRESIDENT SECRETARY DELAWARE B-1  - -------------------------------------------------------------------------------- The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common UNIF GIFT MIN ACT - ________ Custodian _________ TEN ENT as tenants by the entireties (Cust (Minor) JT TEN as joint tenants with right of under Uniform Gifts to Minors Act survivorship and not as tenants in common ____________________________________________ (State) Additional Abbreviations may also be used though not in the above list. SP Acquisition Holdings, Inc. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. - -------------------------------------------------------------------------------- THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO (I) FORFEITURE, (II) ADDITIONAL RESTRICTIONS ON TRANSFER OR SALE AND (III) VOTING REQUIREMENTS AND HOLDERS OF THE SECURITIES WAIVE ANY RIGHT TO PARTICIPATE IN A LIQUIDATION DISTRIBUTION IN CERTAIN CIRCUMSTANCES, IN EACH CASE PURSUANT TO AN INITIAL PURCHASER'S SECURITIES PURCHASE AGREEMENT DATED MARCH 22, 2007, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE CORPORATION. - -------------------------------------------------------------------------------- B-2  ________________________________________________________________________________ For value received, _________________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________________ __________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) _____________________________________________________________________ _____________________________________________________________________ _________________________________________________________________________ SHARES of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________ ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION WILL FULL POWER OF SUBSTITUTION IN THE PREMISES. Dated____________________ ____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. Signature(s) Guaranteed: ____________________________________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). B-3  Exhibit C WARRANT AGREEMENT C-1  SCHEDULE A _______________ 100,000 Director Founder's Units 100,000 Director Additional Founder's Warrants _______________ 100,000 Director Founder's Units 100,000 Director Additional Founder's Warrants