Exhibit 10.4
September 14, 2005
Global Services Partners Acquisition
Corp.
9302 Lee Highway, 5 th Floor
Fairfax, Virginia 22031
HCFP/Brenner Securities LLC
888 Seventh Avenue, 17 th Floor
New York, New York 10106
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Re:
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Initial
Public Offering
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Ladies and Gentlemen:
The undersigned director and
security holder 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 10 hereof):
1. In the event that the Company
fails to consummate a Business Combination within 18 months from
the effective date (“Effective Date”) of the
registration statement relating to the IPO (or 24 months under the
circumstances described in the prospectus relating to the IPO), the
undersigned will take all reasonable actions within his power to
(i) cause the Trust Fund to be liquidated and distributed to the
holders of the shares of Class B common stock sold in the
Company’s IPO and (ii) liquidate as soon as reasonably
practicable. 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 his
Insider Securities (each a “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 Fund for any reason
whatsoever.
2. In order to minimize potential
conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity,
any suitable opportunity to acquire an operating business, until
the earlier of the consummation by the Company of a Business
Combination, the liquidation of the Trust Fund or until such time
as the undersigned ceases to be a director of the Company, subject
to any pre-existing fiduciary obligations the undersigned might
have.
3. The undersigned acknowledges and
agrees that the Company will not consummate 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.
Global Services Partners Acquisition
Corp.
HCFP/Brenner Securities
LLC
September 14, 2005
Page 2
4. Neither the undersigned, any
member of the family of 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 their out-of-pocket expenses
incurred in connection with seeking and consummating a Business
Combination.
5. Neither the undersigned, any
member of the family of the undersigned, or any Affiliate of the
undersigned will be entitled to receive or accept a finder’s
fee or any other compensation in the event the undersigned, any
member of the family of the undersigned or any Affiliate of the
undersigned originates a Business Combination.
6. The undersigned agrees not to
sell any of his Insider Securities until the Company’s
completion of a Business Combination.
7. The undersigned agrees to be
serve as a member of the Company’s Board of Directors until
the earlier of the consummation by the Company of a Business
Combination
