Exhibit
10.7


 


STOCK
ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT,
dated as of
                  ,
2005 (“Agreement”), by and among SERVICES ACQUISITION CORP. INTERNATIONAL, a
Delaware corporation (“Company”), STEVEN R. BERRARD, THE EDELSON FAMILY
TRUST/UA DATED 09/08/1997, NATHANIEL KRAMER, THOMAS E. AUCAMP, THOMAS C. BYRNE,
CRIS V. BRANDEN, RICHARD L. HANDLEY, ROBERT J. HENNINGER, JR. AND ALEX MUXO,
JR. (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, a New York corporation (“Escrow Agent”).


 


WHEREAS, the Company has
entered into an Underwriting Agreement, dated
         , 2005 (“Underwriting
Agreement”), with Broadband Capital Management LLC (“Broadband”) acting as
representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to
purchase 15,000,000 units (“Units”) of the Company. Each Unit consists of one
share of the Company’s Common Stock, par value $.001 per share, and one
Warrant, each Warrant to purchase one share of Common Stock, all as more fully
described in the Company’s final Prospectus, dated
           , 2005 (“Prospectus”)
comprising part of the Company’s Registration Statement on Form S-1
(File No. 333-122812) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on
                    ,
2005 (“Effective Date”).


 


WHEREAS, the Initial
Stockholders have agreed as a condition of the sale of the Units to deposit
their shares of Common Stock of the Company, as set forth opposite their
respective names in Exhibit A attached hereto (collectively “Escrow Shares”),
in escrow as hereinafter provided.


 


WHEREAS, the Company and
the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares,
in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1.                                       Appointment
of Escrow Agent.  The Company and the Initial Stockholders hereby
appoint the Escrow Agent to act in accordance with and subject to the terms of
this Agreement and the Escrow Agent hereby accepts such appointment and agrees
to act in accordance with and subject to such terms.


 


2.                                       Deposit
of Escrow Shares.  On or before the Effective Date, each of the
Initial Stockholders shall deliver to the Escrow Agent certificates
representing his respective Escrow Shares, to be held and disbursed subject to
the terms and conditions of this Agreement.  Each Initial Stockholder
acknowledges that the certificate representing his Escrow Shares is legended to
reflect the deposit of such Escrow Shares under this Agreement.


 


3.                                       Disbursement
of the Escrow Shares.  The Escrow Agent shall hold the Escrow Shares
until the third anniversary of the Effective Date (“Escrow Period”), on which
date it shall, upon written instructions from each Initial Stockholder,
disburse each of the Initial Stockholder’s Escrow Shares to such Initial
Stockholder; provided, however, that if the Escrow Agent is notified by the
Company pursuant to Section 6.7 hereof that the Company is being
liquidated at any time during the Escrow Period, then the Escrow Agent shall
promptly destroy the certificates representing the Escrow Shares; provided
further, however, that if, after the Company consummates a Business Combination
(as such term is defined in the Registration Statement), it (or the surviving
entity) subsequently consummates a liquidation, merger, stock exchange or other
similar transaction which results in all of the stockholders of such entity
having the right to exchange their shares of Common Stock for cash, securities
or other property, then the Escrow Agent will, upon receipt of a certificate,
executed by the Chief Executive Officer or Chief Financial Officer of the
Company, in form reasonably acceptable to the Escrow Agent, that such
transaction is then being consummated, release the Escrow Shares to the Initial
Stockholders upon consummation of the transaction so that they can similarly
participate.  The Escrow Agent shall have no further duties hereunder
after the disbursement or destruction of the Escrow Shares in accordance with
this Section 3.


 


4.                                       Rights
of Initial Stockholders in Escrow Shares.


 


4.1                                 Voting
Rights as a Stockholder.  Subject to the terms of the Insider Letter
described in Section 4.4 hereof and except as herein provided, the Initial
Stockholders shall retain all of their rights as stockholders of the Company
during the Escrow Period, including, without limitation, the right to vote such
shares.


 





















 


4.2                                 Dividends
and Other Distributions in Respect of the Escrow Shares.  During the
Escrow Period, all dividends payable in cash with respect to the Escrow Shares
shall be paid to the Initial Stockholders, but all dividends payable in stock
or other non-cash property (“Non-Cash Dividends”) shall be delivered to the
Escrow Agent to hold in accordance with the terms hereof.  As used herein,
the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
distributed thereon, if any.


 


4.3                                 Restrictions
on Transfer.  During the Escrow Period, no sale, transfer or other
disposition may be made of any or all of the Escrow Shares except (i) by gift
to a member of Initial Stockholder’s immediate family or to a trust, the
beneficiary of which is an Initial Stockholder or a member of an Initial
Stockholder’s immediate family, (ii) by virtue of the laws of descent and
distribution upon death of any Initial Stockholder, or (iii) pursuant to a
qualified domestic relations order; provided, however, that such
permissive transfers may be implemented only upon the respective transferee’s
written agreement to be bound by the terms and conditions of this Agreement and
of the Insider Letter signed by the Initial Stockholder transferring the Escrow
Shares.  During the Escrow Period, the Initial Stockholders shall not
pledge or grant a security interest in the Escrow Shares or grant a security
interest in their rights under this Agreement.


 


4.4                                 Insider
Letters.  Each of the Initial Stockholders has executed a letter
agreement with Broadband and the Company, dated as indicated on Exhibit A
hereto, and which is filed as an exhibit to the Registration Statement (“Insider
Letter”), respecting the rights and obligations of such Initial Stockholder in
certain events, including but not limited to the liquidation of the Company.


 


5.                                       Concerning
the Escrow Agent.


 


5.1                                 Good
Faith Reliance.  The Escrow Agent shall not be liable for any action
taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons. 
The Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall
have given its prior written consent thereto.


 


5.2                                 Indemnification. 
The Escrow Agent shall be indemnified and held harmless by the Company from and
against any expenses, including counsel fees and disbursements, or loss
suffered by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of or
relates to this Agreement, the services of the Escrow Agent hereunder, or the
Escrow Shares held by it hereunder, other than expenses or losses arising from
the gross negligence or willful misconduct of the Escrow Agent.  Promptly
after the receipt by the Escrow Agent of notice of any demand or claim or the
commencement of any action, suit or proceeding, the Escrow Agent shall notify
the other parties hereto in writing.  In the event of the receipt of such
notice, the Escrow Agent, in its sole discretion, may commence an action in the
nature of interpleader in an appropriate court to determine ownership or
disposition of the Escrow Shares or it may deposit the Escrow Shares with the
clerk of any appropriate court or it may retain the Escrow Shares pending
receipt of a final, non-appealable order of a court having jurisdiction over
all of the parties hereto directing to whom and under what circumstances the
Escrow Shares are to be disbursed and delivered.  The provisions of this Section 5.2
shall survive in the event the Escrow Agent resigns or is discharged pursuant
to Sections 5.5 or 5.6 below.


 


5.3                                 Compensation. 
The Escrow Agent shall be entitled to reasonable compensation from the Company
for all services rendered by it hereunder.  The Escrow Agent shall also be
entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to,
all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges.


 


5.4                                 Further
Assurances.  From time to time on and after the date hereof, the
Company and the Initial Stockholders shall deliver or cause to be delivered to
the Escrow Agent such further documents and instruments and shall do or cause
to be done such further acts as the Escrow Agent shall reasonably request to
carry out more


 





















 


effectively the
provisions and purposes of this Agreement, to evidence compliance herewith or
to assure itself that it is protected in acting hereunder.


 


5.5                                 Resignation. 
The Escrow Agent may resign at any time and be discharged from its duties as
escrow agent hereunder by its giving the other parties hereto written notice
and such resignation shall become effective as hereinafter provided.  Such
resignation shall become effective at such time that the Escrow Agent shall
turn over to a successor escrow agent appointed by the Company, the Escrow
Shares held hereunder.  If no new escrow agent is so appointed within the
60 day period following the giving of such notice of resignation, the Escrow
Agent may deposit the Escrow Shares with any court it reasonably deems
appropriate.


 


5.6                                 Discharge
of Escrow Agent.  The Escrow Agent shall resign and be discharged from
its duties as escrow agent hereunder if so requested in writing at any time by
the Company and a majority of the Initial Stockholders, jointly, provided,
however, that such resignation shall become effective only upon acceptance of
appointment by a successor escrow agent as provided in Section 5.5.


 


5.7                                 Liability. 
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be
relieved from liability hereunder for its own gross negligence or its own
willful misconduct.


 


6.                                       Miscellaneous.


 


6.1                                 Governing
Law.  This Agreement shall for all purposes be deemed to be made under
and shall be construed in accordance with the laws of the State of New York.


 


6.2                                 Third
Party Beneficiaries.  Each of the Initial Stockholders hereby
acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior
written consent of Broadband.


 


6.3                                 Entire
Agreement.  This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to be charged.


 


6.4                                 Headings. 
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation thereof.


 


6.5                                 Binding
Effect.  This Agreement shall be binding upon and inure to the benefit
of the respective parties hereto and their legal representatives, successors
and assigns.


 


6.6                                 Notices. 
Any notice or other communication required or which may be given hereunder
shall be in writing and either be delivered personally or be mailed, certified
or registered mail, or by private national courier service, return receipt
requested, postage prepaid, and shall be deemed given when so delivered
personally or, if mailed, two days after the date of mailing, as follows:


 


If to the Company, to:


 


Services Acquisition
Corp. International


401 East Olas Boulevard

Suite 1140

Fort Lauderdale, Florida 33301


Attn:  
Chairman


 


If to a Stockholder, to
his address set forth in Exhibit A.




and if to the Escrow
Agent, to:


 


Continental Stock
Transfer & Trust Company


17 Battery Place


 





















 


New York, New York 10004


Attn:  
Chairman


 


A copy of any notice sent
hereunder shall be sent to:


 


Mintz Levin Cohn Ferris
Glovsky and Popeo, P.C.


666 Third Avenue

25th Floor

New York, New York 10017


Attn:                    Kenneth R.
Koch, Esq.


 


and:


 


Broadband Capital
Management LLC


805 Third Avenue

New York, New York 10022


Attn:                    Michael Rapp


 


and:


 


Littman Krooks LLP


655 Third Avenue

New York, New York 10017


Attn:                    Steven D.
Uslaner, Esq.


 


The parties may change
the persons and addresses to which the notices or other communications are to
be sent by giving written notice to any such change in the manner provided
herein for giving notice.


 


6.7                                 Liquidation
of Company. The Company shall give the Escrow Agent written notification of
the liquidation and dissolution of the Company in the event that the Company
fails to consummate a Business combination within the time period(s) specified
in the Prospectus.


 





















 


WITNESS the execution of
this Agreement as of the date first above written.


 


	
   

  	
  SERVICES ACQUISITION
  CORP.

  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Steven R.
  Berrard, Chairman and

  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INITIAL STOCKHOLDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Steven R. Berrard

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The Edelson Family
  Trust/UA dated

  09/08/1997

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Nathaniel Kramer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Thomas E. Aucamp

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Thomas C. Byrne

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Cris V. Branden

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Richard L. Handley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert J. Henninger,
  Jr.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Alex Muxo, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK TRANSFER

  & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















 


EXHIBIT A


 


	
  Name and Address of

  Initial Stockholder

  	
   

  	
  Number

  of Shares

  	
   

  	
  Stock

  Certificate Number

  	
   

  	
  Date of

  Insider Letter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Steven R. Berrard

  	
   

  	
  937,535

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Edelson Family Trust/UA dated 09/08/1997

  	
   

  	
  562,493

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nathaniel Kramer

  	
   

  	
  562,493

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thomas E. Aucamp

  	
   

  	
  562,493

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thomas C. Byrne

  	
   

  	
  562,493

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cris V. Branden

  	
   

  	
  140,624

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard L. Handley

  	
   

  	
  140,623

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert J. Henninger, Jr.

  	
   

  	
  140,623

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alex Muxo, Jr.

  	
   

  	
  140,623