Exhibit 4.4


 


WARRANT AGREEMENT


 


Agreement made as of                         , 2005 between
Services Acquisition Corp. International, a Delaware corporation, with offices
at 401 East Las Olas Boulevard, Suite 1140, Fort Lauderdale, Florida 33301 (“Company”),
and Continental Stock Transfer & Trust Company, a New York corporation,
with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).


 


WHEREAS, the Company is
engaged in a public offering (“Public Offering”) of Units (“Units”)  and, in connection therewith, has determined
to issue and deliver up to 17,250,000 Warrants (“Public Warrants”) to the
public investors, and (ii) 750,000 Warrants to Broadband Capital
Management LLC. (“Broadband”) or its designees (“Representative’s Warrants”
and, together with the Public Warrants, the “Warrants”), each of such Public
Warrants evidencing the right of the holder thereof to purchase one share of
common stock, par value $.001 per share, of the Company’s Common Stock (“Common
Stock”) for $6.00, subject to adjustment as described herein; and


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission a Registration Statement, No.
333-122812 on Form S-1 (“Registration Statement”) for the registration, under
the Securities Act of 1933, as amended (“Act”) of, among other securities, the
Warrants and the Common Stock issuable upon exercise of the Warrants; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of
the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants,
when executed on behalf of the Company and countersigned by or on behalf of the
Warrant Agent, as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


 


1.                                       Appointment
of Warrant Agent.  The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the
same in accordance with the terms and conditions set forth in this Agreement.


 


2.                                       Warrants.


 


2.1                                 Form
of Warrant.  Each Warrant shall be
issued in registered form only, shall be in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and shall be signed by,
or bear the facsimile signature of, the Chairman of the Board or President and
Treasurer, Secretary or Assistant Secretary of the Company and shall bear a
facsimile of the Company’s seal. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.


 


2.2                                 Effect
of Countersignature.  Unless and
until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
shall be invalid and of no effect and may not be exercised by the holder
thereof.


 


2.3                                 Registration.


 


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2.3.1                        Warrant
Register.  The Warrant Agent shall
maintain books (“Warrant Register”), for the registration of original issuance
and the registration of transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


2.3.2                        Registered
Holder.  Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant shall be registered upon
the Warrant Register (“registered holder”), as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate made by anyone other
than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.


 


2.4                                 Detachability
of Warrants.  The securities
comprising the Units will not be separately transferable until 90 days after
the date hereof unless Broadband informs the Company of its decision to allow
earlier separate trading, but in no event will Broadband allow separate trading
of the securities comprising the Units until the Company files a Current Report
on Form 8-K which includes an audited balance sheet reflecting the receipt by
the Company of the gross proceeds of the Public Offering including the proceeds
received by the Company from the exercise of the Underwriter’s over-allotment
option, if the over-allotment option is exercised prior to the filing of the
Form 8-K.


 


2.5                                 Warrants
and Representative’s Warrants. The Representative’s Warrants shall have the
same terms and be in the same form as the Public Warrants except with respect
to the Warrant Price as set forth below in Section 3.1.


 


3.                                       Terms
and Exercise of Warrants.


 


3.1                                 Warrant
Price.  Each Public Warrant shall,
when countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Public Warrant and of this Warrant Agreement,
to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $6.00 per whole share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1.  Each Representative’s Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Representative’s Warrant and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $7.50 per whole share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.  The term “Warrant Price” as used in this
Warrant Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised.  The
Company in its sole discretion may lower the Warrant Price at any time prior to
the Expiration Date.


 


3.2                                 Duration
of Warrants.  A Warrant may be
exercised only during the period (“Exercise Period”) commencing on the later of
the consummation by the 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) or
            , 2006
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i)
            , 2009
or (ii) the date fixed for redemption of the Warrants as provided in Section 6
of this Agreement (“Expiration Date”). 
Except with respect to the right to receive the Redemption Price (as set
forth in Section 6 hereunder), each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under this Agreement shall cease at the close of business on
the Expiration Date.  The Company in its
sole discretion may extend the duration of the Warrants by delaying the
Expiration Date.


 


3.3                                 Exercise
of Warrants.


 


3.3.1                        Payment.  Subject to the provisions of the Warrant and
this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in
the Borough of Manhattan, City and State of New York, with the subscription
form, as set forth in the Warrant, duly executed,


 


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and by paying in full, in lawful money of the United
States, in cash, good certified check or good bank draft payable to the order
of the Company (or as otherwise agreed to by the Company), the Warrant Price
for each full share of Common Stock as to which the Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the
Warrant, the exchange of the Warrant for the Common Stock, and the issuance of
the Common Stock.


 


3.3.2                        Issuance
of Certificates.  As soon as
practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price, the Company shall issue to the registered holder
of such Warrant a certificate or certificates for the number of full shares of
Common Stock to which he is entitled, registered in such name or names as may
be directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new countersigned Warrant for the number of shares as to which such
Warrant shall not have been exercised. 
Notwithstanding the foregoing, the Company shall not be obligated to
deliver any securities pursuant to the exercise of a Warrant unless (i) a
registration statement under the Act with respect to the Common Stock is
effective or (ii) in the opinion of counsel to the Company, the exercise of the
Warrants is exempt from the registration requirements of the Act and such
securities are qualified for sale or exempt from qualification under applicable
securities laws of the states or other jurisdictions in which the registered
holders reside.  Warrants may not be
exercised by, or securities issued to, any registered holder in any state in which
such exercise would be unlawful.


 


3.3.3                        Valid
Issuance.  All shares of Common Stock
issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4                        Date of
Issuance.  Each person in whose name
any such certificate for shares of Common Stock is issued shall for all
purposes be deemed to have become the holder of record of such shares on the
date on which the Warrant was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such certificate, except that, if
the date of such surrender and payment is a date when the stock transfer books
of the Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open.


 


3.3.5                        Warrant
Solicitation and Warrant Solicitation Fee.


 


(a)                                  The
Company has engaged Broadband, on a non-exclusive basis, as its agent for the
solicitation of the exercise of the Warrants. 
The Company, at its cost, will (i) assist Broadband with respect to such
solicitation, if requested by Broadband, and (ii) provide Broadband, and direct
the Company’s transfer agent and the Warrant Agent to deliver to Broadband,
lists of the record and, to the extent known, beneficial owners of the Company’s
Warrants.  The Company hereby instructs
the Warrant Agent to cooperate with Broadband in every respect in connection
with Broadband’s solicitation activities, including, but not limited to,
providing to Broadband, at the Company’s cost, a list of record and beneficial
holders of the Warrants and circulating a prospectus or offering circular
disclosing the compensation arrangements referenced in Section 3.3.5(b)
below to holders of the Warrants at the time of exercise of the Warrants.  In addition to the conditions set forth in Section 3.3.5(b),
Broadband shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b)
only if it has provided bona fide services to the Company in connection with
the exercise of the Warrants and only to the extent that an investor who
exercises his Warrants specifically designates, in writing, that Broadband
solicited his exercise.  In addition to soliciting,
either orally or in writing, the exercise of Warrants by a Warrant holder, such
services may also include disseminating information, either orally or in
writing, to Warrant holders about the Company or the market for the Company’s
securities, or assisting in the processing of the exercise of Warrants.


 


(b)                                 In
each instance in which a Warrant is exercised, the Warrant Agent shall promptly
give written notice of such exercise to the Company and Broadband (“Warrant
Agent’s Exercise Notice”).  If, upon the
exercise of any Warrant more than one year from the effective date of the
Registration Statement, (i) the market price of the Company’s Common Stock
is greater than the Warrant Price, (ii) disclosure of compensation arrangements
between the Company and Broadband with respect to the solicitation of the
exercise of the Warrants was made both at the time of the Public Offering and
at the time of exercise (by delivery of the Prospectus or as otherwise required
by applicable law, rule or regulation), (iii) the holder of the Warrant
confirms in writing that the exercise of the Warrant was solicited by
Broadband, (iv) the Warrant was not held in a discretionary account, and (v)
the solicitation of the exercise of the Warrant was not in violation of
Regulation M (as such rule or


 


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any successor rule may be in effect as of such time of
exercise) promulgated under the Securities Exchange Act of 1934, as amended,
then the Warrant Agent, simultaneously with the distribution of the Common
Stock underlying the Warrants so exercised in accordance with the instructions
from the Company following receipt of the proceeds to the Company received upon
exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5%
of the Warrant Price to Broadband, provided that Broadband delivers to the
Warrant Agent within ten (10) business days from the date on which Broadband
has received the Warrant Agent’s Exercise Notice, a certificate that the
conditions set forth in the preceding clauses (iii), (iv) and (v) have been
satisfied.  Notwithstanding the
foregoing, no fee will be paid to Broadband with respect to the exercise by the
Underwriters or their affiliates or the Company’s officers or directors of
Warrants purchased by it or them and still held by them for its or their own
account.  Broadband and the Company may
at any time during business hours, examine the records of the Warrant Agent,
including its ledger of original Warrant certificates returned to the Warrant
Agent upon exercise of Warrants.


 


(c)                                  The
provisions of this Section 3.3.5. may not be modified, amended or deleted
without the prior written consent of Broadband.


 


4.                                       Adjustments.


 


4.1                                 Stock
Dividends - Split-Ups.  If after the
date hereof, and subject to the provisions of Section 4.6 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 of such stock dividend, split-up or
similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be increased in proportion to such increase in outstanding
shares of Common Stock.


 


4.2                                 Aggregation
of Shares.  If after the date hereof,
and subject to the provisions of Section 4.6, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse
stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse
stock split, reclassification or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.


 


4.3                                 Adjustments
in Exercise Price.  Whenever the
number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price
shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of shares of Common Stock purchasable upon the exercise of
the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately
thereafter.


 


4.4                                 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 4.1 or 4.2
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 assets or other property of
the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Warrant holders shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, 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 following any
such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4.  The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


 


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4.5                                 Notices
of Changes in Warrant.  Upon every
adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant
Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.  Upon the
occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in
any such event, the Company shall give written notice to the Warrant holder, at
the last address set forth for such holder in the warrant register, of the
record date or the effective date of the event. 
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


 


4.6                                 No
Fractional Shares.  Notwithstanding
any provision contained in this Warrant Agreement to the contrary, the Company
shall not issue fractional shares upon exercise of Warrants.  If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the
number of the shares of Common Stock to be issued to the Warrant holder.


 


4.7                                 Form
of Warrant.  The form of Warrant need
not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the
same number of shares as is stated in the Warrants initially issued pursuant to
this Agreement.  However, the Company may
at any time in its sole discretion make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant or otherwise, may be in the
form as so changed.


 


5.                                       Transfer
and Exchange of Warrants.


 


5.1                                 Registration
of Transfer.  The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer.  Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent.  The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 


5.2                                 Procedure
for Surrender of Warrants.  Warrants
may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the registered holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants;
provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and
issue new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


 


5.3                                 Fractional
Warrants.  The Warrant Agent shall
not be required to effect any registration of transfer or exchange which will
result in the issuance of a warrant certificate for a fraction of a warrant.


 


5.4                                 Service
Charges.  No service charge shall be
made for any exchange or registration of transfer of Warrants.


 


5.5                                 Warrant
Execution and Countersignature.  The
Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant
to the provisions of this Section 5, and the Company, whenever required by
the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
behalf of the Company for such purpose.


 


6.                                       Redemption.


 


6.1                                 Redemption.  Subject to Section 6.4 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the
Company, at any time after they become exercisable and prior to their


 


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expiration, at the office of the Warrant Agent, upon
the notice referred to in Section 6.2., at the price of $.01 per Warrant (“Redemption
Price”), provided that the last sales price of the Common Stock has been at
least $11.50 per share, on each of twenty (20) trading days within any thirty
(30) trading day period ending on the third business day prior to the date on
which notice of redemption is given.  The
provisions of this Section 6.1 may not be modified, amended or deleted
without the prior written consent of Broadband.


 


6.2                                 Date
Fixed for, and Notice of, Redemption. 
In the event the Company shall elect to redeem all of the Warrants, the
Company shall fix a date for the redemption. 
Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the date fixed for
redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books.  Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the registered holder received such notice.


 


6.3                                 Exercise
After Notice of Redemption.  The
Warrants may be exercised in accordance with Section 3 of this Agreement
at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2. hereof and prior to the time and date fixed for
redemption.  On and after the redemption
date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.


 


6.4                                 Outstanding
Warrants Only. The Company understands that the redemption rights provided
for by this Section 6 apply only to outstanding Warrants. To the extent a
person holds rights to purchase Warrants, such purchase rights shall not be
extinguished by redemption. However, once such purchase rights are exercised,
the Company may redeem the Warrants issued upon such exercise provided that the
criteria for redemption is met. The provisions of this Section 6.4 may not
be modified, amended or deleted without the prior written consent of Broadband.


 


7.                                       Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1                                 No
Rights as Stockholder.  A Warrant
does not entitle the registered holder thereof to any of the rights of a
stockholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of
stockholders or the election of directors of the Company or any other matter.


 


7.2                                 Lost,
Stolen, Mutilated, or Destroyed Warrants. 
If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination,
tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.


 


7.3                                 Reservation
of Common Stock.  The Company shall
at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full
of all outstanding Warrants issued pursuant to this Agreement.


 


7.4                                 Registration
of Common Stock.  The Company agrees
that prior to the commencement of the Exercise Period, it shall file with the
Securities and Exchange Commission a post-effective amendment to the
Registration Statement, or a new registration statement, for the registration, under
the Act, of, and it shall take such action as is necessary to qualify for sale,
in those states in which the Warrants were initially offered by the Company,
the Common Stock issuable upon exercise of the Warrants.  In either case, the Company will use its best
efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration of the Warrants in
accordance with the provisions of this Agreement.  The provisions of this Section 7.4 may
not be modified, amended or deleted without the prior written consent of
Broadband.


 


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8.                                       Concerning
the Warrant Agent and Other Matters.


 


8.1                                 Payment
of Taxes.  The Company will from time
to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common
Stock upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such shares.


 


8.2                                 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1                        Appointment
of Successor Warrant Agent.  The
Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Company.  If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant
Agent.  If the Company shall fail to make
such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a
successor Warrant Agent at the Company’s cost. 
Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such
laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority. 
After appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2                        Notice
of Successor Warrant Agent.  In the
event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the
Common Stock not later than the effective date of any such appointment.


 


8.2.3                        Merger
or Consolidation of Warrant Agent. 
Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act.


 


8.3                                 Fees
and Expenses of Warrant Agent.


 


8.3.1                        Remuneration.  The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and
will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2                        Further
Assurances.  The Company agrees to
perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and
assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4                                 Liability
of Warrant Agent.


 


8.4.1                        Reliance
on Company Statement.  Whenever in
the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless


 


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other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the President or Chairman of the Board of the Company
and delivered to the Warrant Agent.  The
Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.


 


8.4.2                        Indemnity.  The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith.  The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Agreement except as a result of the Warrant
Agent’s negligence, willful misconduct, or bad faith.


 


8.4.3                        Exclusions.  The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall
it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable.


 


8.5                                 Acceptance
of Agency.  The Warrant Agent hereby
accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall
account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received by the
Warrant Agent for the purchase of shares of the Company’s Common Stock through
the exercise of Warrants.


 


9.                                       Miscellaneous
Provisions.


 


9.1                                 Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


9.2                                 Notices.  Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Warrant Agent), as follows:


 


Services
Acquisition Corp. International


401 East Las Olas
Boulevard


Suite 1140


Fort Lauderdale,
Florida 33301


Attn:  Chairman


 


Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any
Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five days after deposit of
such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


Continental Stock
Transfer & Trust Company


17 Battery Place


New York, New York
10004


Attn:  Compliance Department


 


with a copy in each case
to:


 


8





















 


Littman Krooks LLP


655 Third Avenue


New York, New York
10017


Attn:  Steven D. Uslaner, Esq.


 


and


 


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


666 Third Avenue


New York, New York
10017


Attn:  Kenneth R. Koch, Esq.


 


and


 


Broadband Capital
Management LLC


805 Third Avenue


New York, New York
10022


Attn:


 


9.3                                 Applicable
law.  The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all
respects by 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 Agreement shall be brought and enforced in the courts
of the State of New York or the United States District Court 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 inconvenience forum. 
Any such 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 9.2
hereof.  Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.


 


9.4                                 Persons
Having Rights under this Agreement. 
Nothing in this Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the parties hereto and
the registered holders of the Warrants and, for the purposes of
Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof, Broadband, any right,
remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof.  Broadband shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 3.3.5, 6.1, 6.4, 7.4 and
9.2 hereof.  All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto (and
Broadband with respect to the Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof) and
their successors and assigns and of the registered holders of the Warrants.


 


9.5                                 Examination
of the Warrant Agreement.  A copy of
this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for
inspection by the registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


 


9.6                                 Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


9.7                                 Effect
of Headings.  The Section headings
herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


9





















 


IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year
first above written.


 


	
  Attest

  	
   

  	
  SERVICES ACQUISITION CORP. INTERNATIONAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  
	
  Attest

  	
   

  	
  CONTINENTAL STOCK TRANSFER

  
	
   

  	
   

  	
  & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Steven Nelson

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Chairman

  
						



 


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