Exhibit
4.5


 


UNIT PURCHASE
OPTION


 


FOR THE PURCHASE
OF


 


750,000 UNITS


 


OF


 


SERVICES
ACQUISITION CORP. INTERNATIONAL 


 


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TABLE OF CONTENTS


 


	
  1.

  	
  PURCHASE OPTION.

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  EXERCISE.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Exercise Form

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Legend

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Cashless Exercise.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.3.1

  	
  Determination of Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.3.2

  	
  Mechanics of Cashless
  Exercise

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  TRANSFER.

  
	
   

  	
   

  
	
   

  	
  3.1

  	
  General Restrictions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Restrictions Imposed
  by the Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  NEW PURCHASE OPTIONS
  TO BE ISSUED.

  
	
   

  	
   

  
	
   

  	
  4.1

  	
  Partial Exercise or
  Transfer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Lost Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  REGISTRATION
  RIGHTS.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Demand Registration.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.1.1

  	
  Grant of Right

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.1.2

  	
  Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  “Piggy-Back” Registration.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.2.1

  	
  Grant of Right

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.2.2

  	
  Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Damages

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  General Terms.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.4.1

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.4.2

  	
  Exercise of Purchase
  Options

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.4.3

  	
  Documents Delivered to
  Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.4.4

  	
  Underwriting Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.4.5

  	
  Rule 144 Sale

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.4.6

  	
  Supplemental Prospectus

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  ADJUSTMENTS.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Adjustments
  to Exercise Price and Number of Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1.1

  	
  Stock Dividends - Split-Ups

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1.2

  	
  Aggregation of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1.3

  	
  Replacement
  of Securities upon Reorganization, etc

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1.4

  	
  Changes in Form of
  Purchase Option

  	
   

  



 


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  6.2

  	
  [Intentionally Omitted].

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.3

  	
  Substitute Purchase Option

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.4

  	
  Elimination of
  Fractional Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  RESERVATION AND LISTING

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  CERTAIN NOTICE
  REQUIREMENTS.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Holder’s Right to
  Receive Notice

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Events Requiring Notice

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  Notice of Change in
  Exercise Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.4

  	
  Transmittal of Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  MISCELLANEOUS.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Amendments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Binding Effect

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.2

  	
  Governing
  Law; Submission to Jurisdiction

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.3

  	
  Waiver, Etc

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.4

  	
  Execution in Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.5

  	
  Exchange Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.6

  	
  Underlying Warrants

  	
   

  



 


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THE REGISTERED HOLDER OF THIS
PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL,
TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE
REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,
TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF
ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I)
BROADBAND CAPITAL MANAGEMENT LLC (“BROADBAND”) OR AN UNDERWRITER OR A SELECTED
DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER
OF BROADBAND OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE OPTION IS NOT
EXERCISABLE PRIOR TO THE LATER OF (I)                         ,
2006 AND (II) THE CONSUMMATION BY SERVICES ACQUISITION CORP. INTERNATIONAL (“COMPANY”)
OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR
BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE
COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)).  VOID AFTER 5:00 P.M EASTERN TIME,                          ,
2010.


 


UNIT PURCHASE
OPTION


 


FOR THE
PURCHASE OF


 


750,000 UNITS


 


OF


 


SERVICES
ACQUISITION CORP. INTERNATIONAL


 


1.                                       Purchase Option.


 


THIS CERTIFIES THAT, in consideration of $       
duly paid by or on behalf of                                  
(“Holder”), as registered owner of this Purchase Option, to Services
Acquisition Corp. International (“Company”), Holder is entitled, at any time or
from time to time upon the later of (i)                   ,
2006 and (ii) the consummation of a Business Combination (“Commencement Date”),
and at or before 5:00 p.m., Eastern Time,                   ,
2010 (“Expiration Date”), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to Seven Hundred Fifty Thousand (750,000)
units (“Units”) of the Company, each Unit consisting of one share of common
stock of the Company, par value $.001 per share (“Common Stock”), and one
warrant (“Warrant(s)”) expiring four years from the effective date (“Effective
Date”) of the registration statement (“Registration Statement”) pursuant to
which Units are offered for sale to the public (“Offering”).  Each Warrant is the same as the warrants
included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)
except that the Warrants have an exercise price of $7.50 per share.  If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Option
may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein.  During
the period ending on the Expiration Date, the Company agrees not to take any action
that would terminate the Purchase Option. 
This Purchase Option is initially exercisable at $10.00 per Unit so
purchased; provided, however, that upon the occurrence of any of the events
specified in Section 6 hereof, the rights granted by this Purchase Option,
including the exercise price per Unit and the number of Units (and shares of
Common Stock and Warrants) to be received upon such exercise, shall be adjusted
as therein specified.  The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price,
depending on the context.


 


2.                                       Exercise.


 


2.1                                 Exercise Form.  In order to exercise this Purchase Option,
the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of the
Exercise Price for the Units being purchased payable in cash or by certified
check or official bank check. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration
Date, this Purchase Option shall become and be void without further force or
effect, and all rights represented hereby shall cease and expire.


 





















 


2.2                                 Legend. 
Each certificate for the securities purchased under this Purchase Option
shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933,
as amended (“Act”):


 


“The securities represented by this certificate have
not been registered under the Securities Act of 1933, as amended (“Act”) or
applicable state law. The securities may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act and
applicable state law.”


 


2.3                                 Cashless Exercise.


 


2.3.1                        Determination of Amount.  In lieu of the payment of the Exercise Price
multiplied by the number of Units for which this Purchase Option is exercisable
(and in lieu of being entitled to receive Common Stock and Warrants) in the
manner required by Section 2.1, the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of this Purchase
Option into Units (“Conversion Right”) as follows: upon exercise of the
Conversion Right, the Company shall deliver to the Holder (without payment by
the Holder of any of the Exercise Price in cash) that number of shares of
Common Stock and Warrants comprising that number of Units equal to the quotient
obtained by dividing (x) the “Value” (as defined below) of the portion of the
Purchase Option being converted by (y) the Current Market Value (as defined
below).  The “Value” of the portion of
the Purchase Option being converted shall equal the remainder derived from
subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units
underlying the portion of this Purchase Option being converted from (b) the
Current Market Value of a Unit multiplied by the number of Units underlying the
portion of the Purchase Option being converted. 
As used herein, the term “Current Market Value” per Unit at any date
means the remainder derived from subtracting (x) the exercise price of the
Warrants multiplied by the number of shares of Common Stock issuable upon
exercise of the Warrants underlying one Unit from (y) (i) the Current Market
Price of the Common Stock multiplied by (ii) the number of shares of Common Stock underlying one Unit,
which shall include the shares of Common Stock underlying the Warrants included
in such Unit.  The “Current Market Price”
of a share of Common Stock shall mean (i) if the Common Stock is listed on a
national securities exchange or quoted on the Nasdaq National Market, Nasdaq
SmallCap Market or NASD OTC Bulletin Board (or successor trading market), the
last sale price of the Common Stock in the principal trading market for the
Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may
be; (ii) if the Common Stock is not listed on a national securities exchange or
quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC
Bulletin Board (or successor such as the Bulletin Board Exchange), but is
traded in the residual over-the-counter market, the closing bid price for the
Common Stock on the last trading day preceding the date in question for which
such quotations are reported by the Pink Sheets, LLC or similar publisher of
such quotations; and (iii) if the fair market value of the Common Stock cannot
be determined pursuant to clause (i) or (ii) above, such price as the Board of
Directors of the Company shall determine, in good faith.


 


2.3.2                        Mechanics of Cashless Exercise.  The Cashless Exercise Right may be exercised
by the Holder on any business day on or after the Commencement Date and not
later than the Expiration Date by delivering the Purchase Option with the duly
executed exercise form attached hereto with the cashless exercise section
completed to the Company, exercising the Cashless Exercise Right and specifying
the total number of Units the Holder will purchase pursuant to such Cashless
Exercise Right.


 


3.                                       Transfer.


 


3.1                                 General Restrictions.  The registered Holder of this Purchase
Option, by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge or hypothecate this Purchase Option for a period of one year
following the Effective Date to anyone other than (i) Broadband or an
underwriter or a selected dealer in connection with the Offering, or (ii) a
bona fide officer or partner of Broadband or of any such underwriter or
selected dealer.  On and after the first
anniversary of the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws.  In order to make any permitted assignment,
the Holder must deliver to the Company the assignment form attached hereto duly
executed and completed, together with the Purchase Option and payment of all
transfer taxes, if any, payable in connection therewith.  The Company shall within five business days
transfer this Purchase Option on the books of the Company and shall execute and
deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to


 


2





















 


purchase the
aggregate number of Units purchasable hereunder or such portion of such number
as shall be contemplated by any such assignment.


 


3.2                                 Restrictions Imposed by the Act.  The securities evidenced by this Purchase
Option shall not be transferred unless and until (i) the Company has received
the opinion of counsel for the Holder that the securities may be transferred
pursuant to an exemption from registration under the Act and applicable state
securities laws, the availability of which is established to the reasonable
satisfaction of the Company (the Company hereby agreeing that the opinion of
Littman Krooks LLP (“Littman Krooks”) shall be deemed satisfactory evidence of
the availability of an exemption), or (ii) a registration statement or a
post-effective amendment to the Registration Statement relating to such
securities has been filed by the Company and declared effective by the
Securities and Exchange Commission and compliance with applicable state
securities law has been established.


 


4.                                       New Purchase Options to be
Issued.


 


4.1                                 Partial Exercise or Transfer.  Subject to the restrictions in Section 3
hereof, this Purchase Option may be exercised or assigned in whole or in
part.  In the event of the exercise or
assignment hereof in part only, upon surrender of this Purchase Option for
cancellation, together with the duly executed exercise or assignment form and
funds sufficient to pay any Exercise Price and/or transfer tax, the Company
shall cause to be delivered to the Holder without charge a new Purchase Option
of like tenor to this Purchase Option in the name of the Holder evidencing the
right of the Holder to purchase the number of Units purchasable hereunder as to
which this Purchase Option has not been exercised or assigned.


 


4.2                                 Lost Certificate.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification or the posting
of a bond, the Company shall execute and deliver a new Purchase Option of like
tenor and date.  Any such new Purchase
Option executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of
the Company.


 


5.                                       Registration Rights.


 


5.1                                 Demand Registration.


 


5.1.1                        Grant
of Right.  The Company, upon
written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of
the Purchase Options and/or the underlying Units and/or the underlying
securities (“Majority Holders”), agrees to register on one occasion, all or any
portion of the Purchase Options requested by the Majority Holders in the
Initial Demand Notice and all of the securities underlying such Purchase
Options, including the Units, Common Stock, the Warrants and the Common Stock
underlying the Warrants (collectively, the “Registrable Securities”).  On such occasion, the Company will file a
registration statement or a post-effective amendment to the Registration
Statement covering the Registrable Securities within sixty days after receipt
of the Initial Demand Notice and use its best efforts to have such registration
statement or post-effective amendment declared effective as soon as possible
thereafter.  The demand for registration
may be made at any time during a period of five years beginning on the
Effective Date.  The Company covenants
and agrees to give written notice of its receipt of any Initial Demand Notice
by any Holder(s) to all other registered Holders of the Purchase Options and/or
the Registrable Securities within ten days from the date of the receipt of any
such Initial Demand Notice.


 


5.1.2                        Terms. 
The Company shall bear all fees and expenses attendant to registering
the Registrable Securities, including the expenses of any legal counsel
selected by the Holders to represent them in connection with the sale of the
Registrable Securities, but the Holders shall pay any and all underwriting
commissions.  The Company agrees to use
its reasonable best efforts to qualify or register the Registrable Securities
in such States as are reasonably requested by the Majority Holder(s); provided,
however, that in no event shall the Company be required to register the
Registrable Securities in a State in which such registration would cause (i)
the Company to be obligated to qualify to do business in such State, or would
subject the Company to taxation as a foreign corporation doing business in such
jurisdiction or (ii) the principal stockholders of the Company to be obligated
to escrow their shares of capital stock of the Company.  The Company shall cause any registration statement
or post-effective amendment filed pursuant to the demand rights granted under
Section 5.1.1 to remain


 


3





















 


effective for a period of twelve consecutive months from
the effective date of such registration statement or post-effective amendment.


 


5.2                                 “Piggy-Back” Registration.


 


5.2.1                        Grant of Right.  In addition to the demand right of
registration, the Holders of the Purchase Options shall have the right for a
period of seven years commencing on the Effective Date, to include the
Registrable Securities as part of any other registration of securities filed by
the Company (other than in connection with a transaction contemplated by Rule
145(a) promulgated under the Act or pursuant to Form S-8); provided, however,
that if, in the written opinion of the Company’s managing underwriter or
underwriters, if any, for such offering, the inclusion of the Registrable
Securities, when added to the securities being registered by the Company or the
selling stockholder(s), will exceed the maximum amount of the Company’s
securities which can be marketed (i) at a price reasonably related to their
then current market value, and (ii) without materially and adversely affecting
the entire offering, then the Company will still be required to include the
Registrable Securities, but may require the Holders to agree, in writing, to
delay the sale of all or any portion of the Registrable Securities for a period
of 90 days from the effective date of the offering, provided, further, that if
the sale of any Registrable Securities is so delayed, then the number of
securities to be sold by all stockholders in such public offering during such
90 day period shall be apportioned pro rata among all such selling
stockholders, including all holders of the Registrable Securities, according to
the total amount of securities of the Company owned by said selling
stockholders, including all holders of
the Registrable Securities.


 


5.2.2                        Terms.  The Company shall bear all fees and expenses
attendant to registering the Registrable Securities, including the expenses of
any legal counsel selected by the Holders to represent them in connection with
the sale of the Registrable Securities but the Holders shall pay any and all
underwriting commissions related to the Registrable Securities.  In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable
Securities with not less than fifteen days written notice prior to the proposed
date of filing of such registration statement. 
Such notice to the Holders shall continue to be given for each
applicable registration statement filed (during the period in which the
Purchase Option is exercisable) by the Company until such time as all of the
Registrable Securities have been registered and sold.  The holders of the Registrable Securities
shall exercise the “piggy-back” rights provided for herein by giving written
notice, within ten days of the receipt of the Company’s notice of its intention
to file a registration statement.  The
Company shall cause any registration statement filed pursuant to the above “piggyback”
rights to remain effective for at least nine months from the date that the
Holders of the Registrable Securities are first given the opportunity to sell
all of such securities.


 


5.3                                 Damages. 
Should the registration or the effectiveness thereof required by
Sections 5.1 and 5.2 hereof be delayed by the Company or the Company otherwise
fails to comply with such provisions, the Company shall, in addition to any
other equitable or other relief available to the Holder(s), be liable for any
and all incidental, special and consequential damages sustained by the
Holder(s), including, but not limited to, the loss of any profits that might
have been received by the holder upon the sale of shares of Common Stock or
Warrants (and shares of Common Stock underlying the Warrants) underlying this
Purchase Option.


 


5.4                                 General Terms.


 


5.4.1                        Indemnification.  The Company shall indemnify the Holder(s) of
the Registrable Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within the meaning
of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of
1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against
litigation, commenced or threatened, or any claim whatsoever whether arising
out of any action between the underwriter and the Company or between the
underwriter and any third party or otherwise) to which any of them may become
subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as
the provisions pursuant to which the Company has agreed to indemnify the
underwriters contained in Section 5 of the Underwriting Agreement between the
Company, Broadband and the other underwriters named therein dated the Effective
Date.  The Holder(s) of the Registrable
Securities to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not jointly, indemnify the
Company, its


 


4





















 


officers and
directors and each person, if any, who controls the Company within the meaning
of Section 15 of the Act or Section 20(a) of the Exchange Act, against all
loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which they may become subject under
the Act, the Exchange Act or otherwise, arising from information furnished by
or on behalf of such Holders, or their successors or assigns, in writing, for
specific inclusion in such registration statement to the same extent and with
the same effect as the provisions contained in Section 5 of the Underwriting
Agreement pursuant to which the underwriters have agreed to indemnify the Company.


 


5.4.2                        Exercise of Purchase Options.  Nothing contained in this Purchase Option
shall be construed as requiring the Holder(s) to exercise their Purchase
Options or Warrants underlying such Purchase Options prior to or after the
initial filing of any registration statement or the effectiveness thereof.


 


5.4.3                        Documents Delivered to Holders.  The Company shall furnish Broadband, as
representative of the Holders participating in any of the foregoing offerings,
a signed counterpart, addressed to the participating Holders, of (i) an opinion
of counsel to the Company, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under any underwriting agreement
related thereto), and (ii) a “cold comfort” letter dated the effective date of
such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent public accountants who have issued a
report on the Company’s financial statements included in such registration
statement, in each case covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in the
case of such accountants’ letter, with respect to events subsequent to the date
of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten
public offerings of securities.  The
Company shall also deliver promptly to Broadband, as representative of the
Holders participating in the offering, the correspondence and memoranda
described below and copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the registration statement and
permit Broadband, as representative of the Holders, to do such investigation,
upon reasonable advance notice, with respect to information contained in or
omitted from the registration statement as it deems reasonably necessary to
comply with applicable securities laws or rules of the National Association of
Securities Dealers, Inc (“NASD”).  Such
investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable
times and as often as Broadband, as representative
of the Holders, shall reasonably request. 
The Company shall not be required to disclose any confidential
information or other records to Broadband, as representative of the Holders, or
to any other person, until and unless such persons shall have entered into
reasonable confidentiality agreements (in form and substance reasonably
satisfactory to the Company), with the Company with respect thereto.


 


5.4.4                        Underwriting Agreement.  The Company shall enter into an underwriting
agreement with the managing underwriter(s), if any, selected by any Holders
whose Registrable Securities are being registered pursuant to this Section 5,
which managing underwriter shall be reasonably acceptable to the Company.  Such agreement shall be reasonably satisfactory
in form and substance to the Company, each Holder and such managing
underwriters, and shall contain such representations, warranties and covenants
by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. 
The Holders shall be parties to any underwriting agreement relating to
an underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the Company
to or for the benefit of such underwriters shall also be made to and for the
benefit of such Holders.  Such Holders
shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters except as they may relate to
such Holders and their intended methods of distribution.  Such Holders, however, shall agree to such
covenants and indemnification and contribution obligations for selling
stockholders as are customarily contained in agreements of that type used by
the managing underwriter.  Further, such
Holders shall execute appropriate custody agreements and otherwise cooperate
fully in the preparation of the registration statement and other documents
relating to any offering in which they include securities pursuant to this
Section 5.  Each Holder shall also
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of the Registrable
Securities.


 


5





















 


5.4.5                        Rule
144 Sale.  Notwithstanding
anything contained in this Section 5 to the contrary, the Company shall have no
obligation pursuant to Sections 5.1 or 5.2 for the registration of Registrable
Securities held by any Holder (i) where such Holder would then be entitled to
sell under Rule 144 within any three-month period (or such other period
prescribed under Rule 144 as may be provided by amendment thereof) all of the
Registrable Securities then held by such Holder, and (ii) where the number of
Registrable Securities held by such Holder is within the volume limitations
under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate
within the meaning of Rule 144).


 


5.4.6                        Supplemental Prospectus.  Each Holder agrees, that upon receipt of any
notice from the Company of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, such Holder will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such Holder’s
receipt of the copies of a supplemental or amended prospectus, and, if so
desired by the Company, such Holder shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
such destruction) all copies, other than permanent file copies then in such
Holder’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.


 


6.                                       Adjustments.


 


6.1                                 Adjustments to Exercise
Price and Number of Securities. 
The Exercise Price and the number of Units underlying the Purchase
Option shall be subject to adjustment from time to time as hereinafter set
forth:


 


6.1.1                        Stock Dividends - Split-Ups.  If after the date hereof, and subject to the
provisions of Section 6.4 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock or by
a split-up of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares of Common Stock underlying each of
the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares.  In such
case, the number of shares of Common Stock, and the exercise price applicable
thereto, underlying the Warrants underlying each of the Units purchasable
hereunder shall be adjusted in accordance with the terms of the Warrants.  For example, if the Company declares a
two-for-one stock dividend and at the time of such dividend this Purchase
Option is for the purchase of one Unit at $7.50 per whole Unit (each Warrant
underlying the Units is exercisable for $6.00 per share), upon effectiveness of
the dividend, this Purchase Option will be adjusted to allow for the purchase
of one Unit at $7.50 per Unit, each Unit entitling the holder to receive two
shares of Common Stock and two Warrants (each Warrant exercisable for $3.00 per
share).


 


6.1.2                        Aggregation of Shares.  If after the date hereof, and subject to the
provisions of Section 6.4, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination or reclassification of shares of
Common Stock or other similar event, then, on the effective date thereof, the
number of shares of Common Stock underlying each of the Units purchasable
hereunder shall be decreased in proportion to such decrease in outstanding
shares.  In such case, the number of shares
of Common Stock, and the exercise price applicable thereto, underlying the
Warrants underlying each of the Units purchasable hereunder shall be adjusted
in accordance with the terms of the Warrants.


 


6.1.3                        Replacement of Securities
upon Reorganization, etc.  In
case of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or
that solely affects the par value of such shares of Common Stock, or in the
case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety in connection with which
the Company is dissolved, the Holder of this Purchase Option shall have the
right thereafter (until the expiration of the right of exercise of this
Purchase Option) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution


 


6





















 


following any such
sale or transfer, by a Holder of the number of shares of Common Stock of the
Company obtainable upon exercise of this Purchase Option and the underlying
Warrants immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by Section 6.1.1 or
6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and
this Section 6.1.3  The provisions of
this Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


 


6.1.4                        Changes in Form of Purchase
Option.  This form of Purchase
Option need not be changed because of any change pursuant to this Section, and
Purchase Options issued after such change may state the same Exercise Price and
the same number of Units as are stated in the Purchase Options initially issued
pursuant to this Agreement.  The
acceptance by any Holder of the issuance of new Purchase Options reflecting a
required or permissive change shall not be deemed to waive any rights to an
adjustment occurring after the Commencement Date or the computation thereof.


 


6.2                                 [Intentionally Omitted].


 


6.3                                 Substitute Purchase Option.  In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder
a supplemental Purchase Option providing that the holder of each Purchase
Option then outstanding or to be outstanding shall have the right thereafter
(until the stated expiration of such Purchase Option) to receive, upon exercise
of such Purchase Option, the kind and amount of shares of stock and other securities
and property receivable upon such consolidation or merger, by a holder of the
number of shares of Common Stock of the Company for which such Purchase Option
might have been exercised immediately prior to such consolidation, merger, sale
or transfer.  Such supplemental Purchase
Option shall provide for adjustments which shall be identical to the
adjustments provided in Section 6.  The
above provision of this Section shall similarly apply to successive
consolidations or mergers.


 


6.4                                 Elimination of Fractional
Interests.  The Company shall not
be required to issue certificates representing fractions of shares of Common
Stock or Warrants upon the exercise of the Purchase Option, nor shall it be
required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be
eliminated by rounding any fraction up to the nearest whole number of Warrants,
shares of Common Stock or other securities, properties or rights.


 


7.                                       Reservation and Listing.  The Company shall at all times reserve and
keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon exercise of the Purchase Options or the Warrants
underlying the Purchase Option, such number of shares of Common Stock or other
securities, properties or rights as shall be issuable upon the exercise
thereof.  The Company covenants and
agrees that, upon exercise of the Purchase Options and payment of the Exercise
Price therefor, all shares of Common Stock and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any stockholder.  The Company further covenants and agrees that
upon exercise of the Warrants underlying the Purchase Options and payment of
the respective Warrant exercise price therefor, all shares of Common Stock and
other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any
stockholder.  As long as the Purchase
Options shall be outstanding, the Company shall use its best efforts to cause
all (i) Units and shares of Common Stock issuable upon exercise of the Purchase
Options, (iii) Warrants issuable upon exercise of the Purchase Options and (iv)
shares of Common Stock issuable upon exercise of the Warrants included in the
Units issuable upon exercise of the Purchase Option to be listed (subject to
official notice of issuance) on all securities exchanges (or, if applicable on
the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or any
successor trading market) on which the Units, the Common Stock or the Public
Warrants issued to the public in
connection herewith may then be listed and/or quoted.


 


8.                                       Certain Notice Requirements.


 


8.1                                 Holder’s Right to Receive Notice.  Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent as a stockholder for
the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company. 
If, however, at any time prior to the expiration of the


 


7





















 


Purchase Options
and their exercise, any of the events described in Section 8.2 shall occur,
then, in one or more of said events, the Company shall give written notice of
such event at least fifteen days prior to the date fixed as a record date or
the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, conversion or exchange of
securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. 
Such notice shall specify such record date or the date of the closing of
the transfer books, as the case may be. 
Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other stockholders of the Company at the
same time and in the same manner that such notice is given to the stockholders.


 


8.2                                 Events Requiring Notice.  The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its shares of Common
Stock for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company, or (ii)
the Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor, or (iii) a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or
merger) or a sale of all or substantially all of its property, assets and
business shall be proposed.


 


8.3                                 Notice of Change in Exercise Price.  The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send
notice to the Holders of such event and change (“Price Notice”).   The Price Notice shall describe the event
causing the change and the method of calculating same and shall be certified as
being true and accurate by the Company’s President and Chief Financial Officer.


 


8.4                                 Transmittal of Notices.  All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or
private courier service: (i) If to the registered Holder of the Purchase
Option, to the address of such Holder as shown on the books of the Company, or
(ii) if to the Company, to the following address or to such other address as
the Company may designate by notice to the Holders:


 


Services Acquisition Corp. International


401 East Las Olas Boulevard,
Suite 1140


Fort Lauderdale, Florida
33301


Attn:  Chairman


 


9.                                       Miscellaneous.


 


9.1                                 Amendments. 
The Company and Broadband may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any
other provisions in regard to matters or questions arising hereunder that the
Company and Broadband may deem necessary or desirable and that the Company and Broadband
deem shall not adversely affect the interest of the Holders.  All other modifications or amendments shall
require the written consent of and be signed by the party against whom
enforcement of the modification or amendment is sought.


 


9.2                                 Headings.  The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of
the terms or provisions of this Purchase Option.


 


10.                                 Entire Agreement.  This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.


 


8





















 


10.1                           Binding Effect.  This Purchase Option shall inure solely to
the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns,
and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase
Option or any provisions herein contained.


 


10.2                           Governing Law; Submission to
Jurisdiction.  This Purchase
Option shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws.  The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this
Purchase Option shall be brought and enforced in the courts of the State of New
York or of the United States of America for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.  Any process or
summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof.  Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or
claim.  The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.


 


10.3                           Waiver, Etc. 
The failure of the Company or the Holder to at any time enforce any of
the provisions of this Purchase Option shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Purchase Option or any provision hereof or the right of the Company or any
Holder to thereafter enforce each and every provision of this Purchase
Option.  No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Purchase
Option shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver is
sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 


10.4                           Execution in Counterparts.  This Purchase Option may be executed in one
or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to
be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the other
parties hereto.


 


10.5                           Exchange Agreement.  As a condition of the Holder’s receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior to
the complete exercise of this Purchase
Option by Holder, if the Company and Broadband enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Options
will be exchanged for securities or cash or a combination of both, then Holder
shall agree to such exchange and become a party to the Exchange Agreement.


 


10.6                           Underlying Warrants.  At any time after exercise by the Holder of
this Purchase Option, the Holder may exchange his Warrants (with a $7.50 exercise price) for Public Warrants (with a
$6.00 exercise price) upon payment to the Company of the difference between the
exercise price of his Warrant and the exercise price of the Public Warrants.


 


9





















 


IN WITNESS WHEREOF, the Company has caused this
Purchase Option to be signed by its duly authorized officer as of the        
day of               , 2005.


 


	
   

  	
  SERVICES ACQUISITION CORP. INTERNATIONAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


Form to be used to exercise Purchase Option:


 


Services Acquisition Corp.
International

401 East Las Olas Boulevard, Suite 1140

Fort Lauderdale, Florida 33301




 


Date:                             ,
200    


 


The undersigned hereby elects irrevocably to exercise
all or a portion of the within Purchase Option and to purchase             
Units of Services Acquisition Corp. International and hereby makes payment of $                       
(at the rate of $                   
per Unit) in payment of the Exercise Price pursuant thereto.  Please issue the Common Stock and Warrants as
to which this Purchase Option is exercised in accordance with the instructions
given below.


 


or


 


The undersigned hereby elects irrevocably to convert
its right to purchase                    
Units purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a “Value” based of $            
based on a “Market Price” of $            ).  Please issue the securities comprising the
Units as to which this Purchase Option is exercised in accordance with the
instructions given below.


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed

  



 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	
  Name

  	
   

  	
   

  
	
   

  	
  (Print in Block
  Letters)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
				



 


NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY
PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.


 





















 


Form to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect a
transfer of the within Purchase Option):


 


FOR VALUE RECEIVED,                                                                                      
does hereby sell, assign and transfer unto                                                                       
the right to purchase                      
Units of Services Acquisition Corp. International (“Company”) evidenced by the
within Purchase Option and does hereby authorize the Company to transfer such
right on the books of the Company.


 


Dated:                                   ,
200  


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guaranteed

  



 


NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY
PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.