Exhibit 10.19


 


 


 


April 1, 2005


 


 


Services Acquisition Corp. International

401 East Las Olas Boulevard


Suite 1140


Fort Lauderdale, Florida 33301


 


Broadband Capital Management LLC


805 Third Avenue


New York, New York 10022


 


Re:  Initial Public Offering


 


Gentlemen:


 


The undersigned stockholder
and special advisor of Services Acquisition Corp. International (“Company”), in
consideration of Broadband Capital Management LLC (“Broadband”) entering into a
letter of intent (“Letter of Intent”) to underwrite an initial public offering
of the securities of the Company (“IPO”) and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are defined in
paragraph 11 hereof):


 


1.     As a special advisor to the Company, the
undersigned agrees to assist the Company in identifying, seeking, and
consummating a Business Combination, including providing strategic advice to
the Company.


 


2.     If the Company solicits approval of its
stockholders of a Business Combination, the undersigned will vote all Insider
Shares owned by him in accordance with the majority of the votes cast by the
holders of the IPO Shares.


 


3.     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 cause the
Trust Fund (as defined in the Letter of Intent) to be liquidated and
distributed to the holders of the IPO Shares. 
The undersigned hereby 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 distribution with respect to his Insider Shares (“Claim”) and hereby
waives any Claim the undersigned 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.


 


4.     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 reasonable opportunities to
acquire an operating business that he may become aware of, until the earlier of
the consummation by the Company of a Business Combination, the liquidation of
the Company or until such time as the undersigned ceases to be a special
advisor of the Company, subject to any pre-existing fiduciary obligations the
undersigned might have.


 





















 


5.     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
Broadband that the business combination is fair to the Company’s stockholders
from a financial perspective.


 


6.      Neither the undersigned, nor any member of
the family 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; provided that the undersigned shall
be entitled to reimbursement from the Company for his out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination,
including first class air travel.


 


7.     Neither the undersigned, nor any member of
the family 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.


 


8.     The undersigned will escrow his Insider
Shares for the three-year period commencing on the Effective Date, subject to
the terms of a Stock Escrow Agreement which the Company will enter into with
the undersigned and an escrow agent acceptable to the Company.


 


9.     The undersigned agrees to be a special
advisor to the Company, on a nonexclusive basis, until the earlier of the
consummation by the Company of a Business Combination or the distribution of
the Trust Fund.  The undersigned’s
biographical information furnished to the Company and Broadband is true and
accurate in all respects, does not omit any material information with respect
to the undersigned’s background and contains all of the information required to
be disclosed pursuant to Section 401 of Regulation S-K, promulgated under
the Securities Act of 1933, as amended. 
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.


 


10.   The undersigned has full right and power,
without violating any agreement by which he is bound, to enter into this letter
agreement and to serve as special advisor to the Company.


 


11.   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 in the
homeland security industry selected by the Company; (ii) “Insiders” shall mean
all officers, directors and stockholders of the Company immediately prior to
the IPO; (iii) “Insider Shares” shall mean all of the 


 


 


 


2





















 


shares of Common Stock of
the Company owned by an Insider prior to the IPO; and (iv) “IPO Shares” shall
mean the shares of Common Stock issued in the Company’s IPO.


 


 


 


 


 


	
   

  	
  Robert J. Henninger, Jr.

  
	
   

  	
  Print Name of Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert J. Henninger,
  Jr.

  
	
   

  	
  Signature

  
	
   

  	
   

  



 


 


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