Letter Agreement among the Registrant and Alex Mandl



 Exhibit 10.5 
  
 January 21, 2005 
  

Mercator Partners Acquisition Corp. 
 One Fountain Square, 
 11911 Freedom Drive, Suite 1080, 
 Reston, Virginia 20190 
  
 HCFP/Brenner Securities LLC 
 888 Seventh Avenue, 17th Floor 
 New York, New York 10106 
  

	 	Re:	Initial Public Offering 

  
 Ladies and Gentlemen: 
  
 The undersigned, in consideration of HCFP/Brenner Securities LLC (“Brenner”)’s willingness to underwrite an initial public offering of the
securities of Mercator Partners Acquisition Corp. (“Company”) (the “IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 8 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 his Insider Shares and hereby agrees not to seek recourse against the Trust Fund for any claim he may have in the future as a result of, or arising out
of, any contracts or agreements with the Company. 
  
 2. 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. 
  
 3. Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive and will not
accept any compensation for services rendered to the Company prior to the consummation of the Business Combination. The undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with
seeking and consummating a Business Combination. 
  
 4. 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. 
  









 5. The undersigned agrees not to sell any of his Insider Securities until the earlier of the
Company’s completion of a Business Combination or the distribution of the Trust Fund. 
  
 6. I agree to be a Special Advisor to the Company. The undersigned’s biographical information furnished to the Company and Brenner and attached hereto as Exhibit A is true and accurate in all respects, does not
omit any material information with respect to the undersigned’s background. The undersigned’s Questionnaire furnished to the Company and Brenner and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned
represents and warrants that: 
  
 (a) he 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) he 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 he is not currently a defendant in any such criminal proceeding; and

  
 (c) he 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. I have full right and power, without violating any agreement by which I am bound, to enter into this letter agreement and
to serve as a Special Advisor to the Company. 
  
 8. 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 stockholders 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; (iv) “IPO Shares” shall mean the shares of Class B common stock issued in the Company’s IPO; and (v) “Trust Fund” shall mean that portion of
the net proceeds of the IPO placed in trust for the benefit of the holders of the IPO Shares as contemplated by the Company’s prospectus relating to the IPO. 
  

	
	 Alex Mandl

	 Print Name of Insider

	
	 /s/ Alex Mandl

	 Signature



  

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 EXHIBIT A 
  
 Since September 2002, Mr. Mandl has served as Chief Executive Officer of Gemplus
International S.A. (NASDAQ:GEMP), a leading provider of smart card technologies serving the wireless, financial services, identification and security markets, and, since October 2002, as a Director of Gemplus International. From April 2001 through
August 2002, Mr. Mandl was a principal in ASM Investments focusing on technology investments. From 1996 to March 2001, Mr. Mandl served as Chairman and Chief Executive Officer of Teligent Inc., a company he started in 1996 which offered the business
markets an alternative to the local Bell Companies for telecommunication/internet services. With the collapse of the new competitive local exchange carrier industry and the closing of the capital markets for this sector, on May 21, 2001, Teligent
filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. From 1991 to 1996, Mr. Mandl was with AT&T where he served as President and Chief Operating Officer with responsibility for long distance, wireless, local
communications and internet services. Prior this position, Mr. Mandl was AT&T’s Chief Financial Officer. Between 1987 and 1991, Mr. Mandl was Chairman and Chief Executive Officer of Sea-Land Services, Inc., a provider of ocean transport
services. In 1980, he joined Seaboard Coastline Industries, a diversified transportation company, as Senior Vice President and Chief Financial Officer. Mr. Mandl began his career in 1969, when he joined Boise Cascade Corp. as a merger and
acquisition analyst, and he held various financial positions during the next eleven years. Mr. Mandl serves on the boards of Dell Inc. (NASDAQ:DELL), the Walter A. Haas School of Business at the University of California at Berkeley, Willamette
University and the American Enterprise Institute for Public Policy Research. Mr. Mandl holds a B.A. in economics from Willamette University in Salem, Oregon and an M.B.A. from the University of California at Berkeley.