Form of Letter Agreement by Trillium Capital LLC



 EXHIBIT 10.4 
 Global BPO Services Corp. 
 177 Beacon Street, Unit 4 
 Boston, MA 02116 
 and 
 Deutsche Bank Securities Inc.

 As representative of the underwriters 
 300 South Grand Avenue,
42nd Floor 
 Los Angeles, California 90071 
  

	Re:	Initial Public Offering  

 Ladies and Gentlemen: 
 The undersigned stockholder of Global BPO Services Corp., a Delaware corporation (the “Company”), in consideration of Deutsche Bank
Securities Inc. and Robert W. Baird & Co. Incorporated (the “Underwriters”) agreeing to underwrite an initial public offering (“IPO”) of the Company’s units (“Units”), each comprised
of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and one warrant exercisable for one share of Common Stock (“Warrant”), hereby agrees as follows (certain capitalized
terms used herein are defined in Schedule 1 hereto): 
  1. If the Company solicits approval of its stockholders of a Business
Combination, (as defined in the Company’s Certificate of Incorporation) the undersigned shall vote all Founder Shares owned by such person and any shares of Common Stock acquired in or after the IPO in accordance with the majority of the votes
cast by the holders of the IPO Shares. 
  2. If a Transaction Failure occurs, the undersigned shall take all reasonable actions within
such person’s power to cause (i) the Trust Account to be liquidated and distributed to the holders of the IPO Shares as soon as reasonably practicable, and (ii) the Company to liquidate as soon as practicable after the Termination
Date (the earliest date on which the conditions in clauses (i) and (ii) are both satisfied being the “Liquidation Date”). The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any
liquidating distributions by the Company, except with respect to any of the IPO Shares acquired by the undersigned in connection with or following the IPO, and any remaining net assets of the Company as a result of such liquidation, and hereby
further waives any claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and agrees to not seek recourse against the Trust Account for any reason whatsoever. The undersigned
hereby agrees that the Company shall be entitled to a reimbursement from the undersigned for any distribution of the Trust Account received by the undersigned in respect of the undersigned’s Founder Shares. 
 3. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination with an entity that is affiliated with any of
the Founding 








  
Stockholders, officers or directors unless the Company obtains an opinion from an unaffiliated, independent third party appraiser, which will be an
investment banking firm that is a member of the Financial Industry Regulatory Authority, that the Business Combination is fair to the Company’s stockholders from a financial point of view. 
 4. Except as disclosed in the Registration Statement, neither the undersigned, any member of the Immediate Family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive, and will not accept, any compensation for services rendered to the Company prior to, or in connection with, the consummation of the Business Combination, other than any out-of-pocket expenses incurred
by the undersigned in connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, as well as traveling to and from the offices, service
centers or similar locations of prospective target acquisitions to examine their operations. 
 5. The undersigned agrees that none of the
undersigned, any member of the Immediate Family of the undersigned or any Affiliate of the undersigned will be entitled to receive or accept, and the undersigned, on behalf of the undersigned and the aforementioned parties, hereby waives any rights
to, a finder’s fee, consulting fee or any other compensation, either paid by the Company or by a target business, in the event the undersigned, any member of the Immediate Family of the undersigned or any Affiliate of the undersigned originates
a Business Combination. 
 6. The undersigned will, as specified in the Securities Escrow Agreement which the Company will enter into with
the undersigned and an escrow agent acceptable to the Company, escrow its, his or her Founder Shares and Founder Warrants for the period commencing on the Effective Date and ending on the earliest of (i) one year following the consummation of a
Business Combination and (ii) the consummation of a liquidation, merger, stock exchange, asset or stock acquisition, exchangeable share transaction or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company consummating a Business Combination with a target business. 
  7. The undersigned represents and warrants to the Company and the Underwriters that: 
 (a) The undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or
stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; 
 (b)
The undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any
securities, and such person is not currently a defendant in any such criminal proceeding; and 
 (c) The undersigned has never
been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. 
  

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 8. The undersigned has full right and power, without violating any agreement by which the undersigned is
bound, to enter into this letter agreement. 
 9. The undersigned acknowledges and understands that the Underwriters and the Company will
rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. 
 10. This letter agreement shall be
binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the Business Combination Date, or (ii) the Termination Date;
provided, however, that any such termination shall not relieve the undersigned from any liability resulting from or arising out of any breach of any agreement or covenant hereunder occurring prior to the termination of this letter agreement.

 11. The undersigned authorizes any employer, financial institution or consumer credit reporting agency to release to the Underwriters and
their legal representatives or agents (including any investigative search firm retained by the Underwriters) any information they may have about the undersigned’s background and finances (“Information”). Neither the
Underwriters nor their agents shall be violating the undersigned’s right of privacy in any manner in requesting and obtaining the Information, and the undersigned hereby releases them from liability for any damage whatsoever in that connection.

 12. This letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York
applicable to contracts formed and to be performed entirely within the State of New York, without regard to the conflicts of law provisions thereof to the extent such principles and rules would require or permit the application of the laws of
another jurisdiction. The undersigned hereby agrees that any action, proceeding or claim against the undersigned 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 undersigned hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. 
 13. No term or provision of this letter agreement may be amended, changed, waived, altered or modified
except by written instrument executed and delivered by the undersigned, the Company and the Underwriters. 
  

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	TRILLIUM CAPITAL LLC
	
	  

	By:	 	R. Scott Murray
	Title:	 	Majority Member


 ACCEPTED AND AGREED: 
 DEUTSCHE BANK SECURITIES INC. 
  

			
	By:	 	  

	Name:	 	
	Title:	 	

 ACCEPTED AND AGREED: 
 GLOBAL BPO SERVICES CORP. 
  

			
	By:	 	  

	Name:	 	Sheila M. Flaherty
	Title:	 	Executive Vice President and General Counsel

  

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 SCHEDULE 1 
 SUPPLEMENTAL COMMON DEFINITIONS 
 Unless the context shall otherwise require, the following terms
shall have the following respective meanings for all purposes, and the following definitions are equally applicable to both the singular and the plural forms of the terms defined. 
 “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended. 
 “Business Combination Date” shall mean the date upon which a Business Combination is consummated.

 “Effective Date” shall mean the date upon which the Registration Statement is declared effective under the Securities Act
of 1933, as amended, by the SEC. 
 “Founder Shares” shall mean all shares of Common Stock of the Company owned by a
Founding Stockholder immediately prior to the Company’s IPO. For the avoidance of doubt, Founder Shares shall not include any IPO Shares purchased by Founding Stockholders in connection with or subsequent to the Company’s IPO. 

“Founder Warrants” shall mean the warrants issued in the Private Placement. 
 “Founding Stockholders” shall mean all of the officers, directors and stockholders of the Company immediately prior to the
Company’s IPO. 
 “Immediate Family” shall mean, with respect to any person, such person’s spouse, lineal
descendents, father, mother, brothers or sisters (including any such relatives by adoption or marriage). 
 “IPO Shares”
shall mean all shares of Common Stock issued by the Company in its IPO, regardless of whether such shares were issued to a Founding Stockholder or otherwise. 
 “Officers” shall mean R. Scott Murray, Lloyd Linnell, Sheila Flaherty and Charles Kane. 
 “Private Placement” shall mean the private placement by the Company of 7,500,000 warrants to purchase Common Stock prior to the IPO. 
 “Prospectus” shall mean the final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and included in the Registration Statement. 
 “Registration Statement” shall mean the registration statement filed by the Company on Form S-1 with the SEC, and any amendment or
supplement thereto, in connection with the Company’s IPO. 
 “SEC” shall mean the United States Securities and Exchange
Commission. 
 “Termination Date” shall mean the 24-month anniversary of the date of the Prospectus. 







 “Transaction Failure” shall mean the failure to consummate a Business Combination within
24 months of the date of the Prospectus filed in connection with the Company’s IPO. 
 “Trust Account” shall
mean that certain trust account at Bank of America, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and in which the Company deposited the “funds to be held in trust,” as described in the
Prospectus.