Form of Warrant Agreement



 EXHIBIT 4.5 
 WARRANT AGREEMENT 
 This Warrant Agreement is made as of
[            ], 2007, between Global BPO Services Corp., a Delaware corporation, with offices at 177 Beacon Street, Unit 4 Boston, MA 02116 (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”). 
 WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of units (the “Units”) and, in connection therewith, has determined to issue and deliver up to
(i) 31,250,000 warrants (the “Public Warrants”) to the public investors, (ii) 7,500,000 warrants (the “Private Warrants”) in a private placement on or prior to the date of the prospectus filed pursuant to
the Company’s Public Offering (the “Prospectus”) and (iii) 3,125,000 warrants to Deutsche Bank Securities Inc. (the “Representative”) and Robert W. Baird & Co. Incorporated or their designees (the
“Representative’s Warrants” and, together with the Public Warrants and the Private Warrants, the “Warrant(s)”), each of such Warrants evidencing the right of the holder thereof to purchase one share of common
stock, par value $0.001 per share, of the Company (the “Common Stock”) for $6.00 per share for the Public Warrants and the Private Warrants, and $7.20 per share for the Representative’s Warrants, in each case subject to
adjustments as described herein; 
 WHEREAS, the Company has filed, with the Securities and Exchange Commission, a registration statement,
No. 333-144447, on Form S-1 (the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the “Act”), of, among other securities, the Public Warrants and the
Representative’s Warrants and the Common Stock issuable upon exercise of the Public Warrants and the Representative’s Warrants; 
 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;

 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 legally valid and
binding obligations of the Company, and to authorize the execution and delivery of this Warrant 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, and the Public Warrant shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein, and each Warrant shall be signed by,
or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer or the President, and the 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. 
 2.3.1. Warrant Register. The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of the original issuance and transfers 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 five business days
(or as soon as practicable thereafter) following the earlier to occur of (1) the expiration or termination of the Representatives’ over-allotment option and (2) its exercise in full, subject in either case to the Company having filed
a Current Report on Form 8-K with the Securities and Exchange Commission, containing an audited balance sheet reflecting its receipt of the gross proceeds of the Public Offering and issuing a press release announcing when such separate trading will
begin, but in no event will the Representative allow separate trading 

  

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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 underwriters’ over-allotment option, if the over-allotment option is exercised prior to the filing of the Form
8-K. 
 3. Terms and Exercise of Warrants. 
 3.1. Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to
the provisions of such 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 in the case of the Public Warrants and the Private Warrants, and
$7.20 per whole share in the case of the Representative’s Warrant, 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 (as defined below) for a
period of not less than ten business days, provided that any such reduction shall be identical among all of the Warrants. 
 3.2. Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (i) the consummation by the Company through a merger, capital stock exchange, asset or
stock acquisition, exchangeable share transaction, joint venture or other similar business combination of at least majority ownership of one or more domestic or international operating businesses in the business process outsourcing industry, having
a fair market value of at least 80% of the Company’s net assets held in trust (net of taxes and amounts permitted to be disbursed for working capital purposes and excluding the amount held in the trust account representing the
Representative’s deferred discount) at the time of such acquisition, as described more fully in the Company’s Registration Statement (“Business Combination”) or
(ii) [            ], 2008 [one year from the date of the Prospectus], and terminating at 5:00 p.m., New York City time, on the earlier to occur of
(i) [            ], 2011 [four years from the date of the Prospectus] 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; provided,
however, that the Company will provide notice to registered holders of the Warrants of such extension of not less than 20 days and, further provided that any such extension shall be identical in duration among all of the Warrants. Notwithstanding
the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. 
  

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 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, 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 by a net-exercise in the case of the Private Warrants,
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 representing the number of full shares of Common Stock to which he, she or it 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 Public Warrant or Representative’s Warrant unless (i) a registration statement under the Act with respect to the
Common Stock issuable upon exercise is effective, or (ii) in the opinion of counsel to the Company, the exercise of a Public Warrant or Representative’s Warrant 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 holder resides. Warrants may not be exercised by, or securities issued to, any registered holder in any
state in which such exercise or issuance would be unlawful. In no event shall the registered holder of a Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in shares of Common Stock of the
Company. The Public Warrant and Representative’s Warrant may expire unexercised and worthless if a current registration statement covering the Common Stock is not effective. 
  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 or entity 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 

  

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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. 
 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. Extraordinary Dividend. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in Sections 4.1, 4.3 or 4.5,
(b) regular quarterly or other periodic dividends, (c) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company’s initial Business Combination, or (d) in connection with the
Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price (other
than with respect to the Representative’s Warrants) shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s Board
of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. 
 4.3. Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.7, 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. 
 4.4.
Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.3 above, the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price, immediately prior to such adjustment, by a fraction, (i) 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 (ii) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 
  

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 4.5. 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 Sections 4.1 or 4.3 hereof or one 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 Sections 4.1 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. 
 4.6. 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, 4.4 or 4.5 the Company shall give written notice to each 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. 
 4.7. 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. 
 4.8. 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 

  

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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 into 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 the Company’s 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 a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and shall 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 and the penultimate sentence of this Section 6.1, in whole and not in part, the outstanding Public Warrants and Representative’s Warrants may be redeemed, at the option of the Company,
at any time after they become exercisable and prior to their expiration, at the office of the Warrant 

  

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Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales
price of the Common Stock is equal to or greater than $11.50 per share for any 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.
Notwithstanding the foregoing, the Registration Statement must be current in order for the Company to exercise its redemption rights pursuant to this Section 6. No Private Warrants shall be redeemable so long as such Private Warrant is held in
the name of the original person or entity to which the Company issued such Private Warrant or, (i) in the case of holders who are natural persons, in the name of any person related to such natural person by blood, marriage or adoption or in the
name of a trust established for the benefit of such natural person or permitted transferee or (ii) in the case of a holder that is an entity, in the name of any subsidiary, parent or other affiliate thereof. For the avoidance of doubt, the
Company may redeem the Public Warrants and Representative’s Warrants only if there is an effective registration statement with respect to the Common Stock to enable the exercise of the Public Warrants and Representative’s Warrants during
the period specified in Section 6.3 hereof. The provisions of this Section 6.1 may not be modified, amended or deleted without the prior written consent of the Representative. 
 6.2. Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants and
Representative’s 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 Public Warrants and Representative’s Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register. 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
Public Warrants and Representative’s Warrants may be exercised in accordance with Section 3 of this Warrant 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 Public Warrants and Representative’s Warrants shall have no further rights except to receive, upon surrender of the Public Warrants and
Representative’s Warrants, the Redemption Price. 
 6.4. Outstanding Public Warrants and Representative’s
Warrants Only. The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Public Warrants and Representative’s Warrants. To the extent a person holds rights to purchase Public Warrants
or Representative’s Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Public Warrants or Representative’s Warrants issued upon such
exercise, provided that the criterion for redemption is met. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of the Representative. 
  

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 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 terms 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 Warrant 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 on or prior to the
commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its
reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or
deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon
exercise of the Warrants. 
 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. 
  

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 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, her or its 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. 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 have
its principal office in the Borough of Manhattan, City and State of New York, and be authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities. 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 Warrant Agreement without any further act on the
part of the Company or the Warrant Agent. 
  

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 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 Warrant Agent
hereunder as set forth on Exhibit B hereto 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 Warrant 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 other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement
signed by the Chief Executive Officer, Chairman of the Board or President 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 Warrant 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 Warrant 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 Warrant 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 Warrant 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 Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable. 
  

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 8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency established
by this Warrant 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. 
 8.6. Waiver. The Warrant Agent hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust Account (as defined in that certain
Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the
Trust Account for any reason whatsoever. 
 9. Miscellaneous Provisions. 
 9.1. Successors. All the covenants and provisions of this Warrant 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 delivered by hand or sent by registered or certified mail or overnight courier service,
addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows: 
 Global BPO Services
Corp. 
 177 Beacon Street, Unit 4 
 Boston, Massachusetts 02116 
 Attn: R. Scott Murray, Chief Executive Officer 
 Any notice, statement or demand authorized by this Warrant Agreement to be
given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, 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 
  

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 With a copy in each case to: 
 Wilmer Cutler Pickering Hale and Dorr LLP 
 60 State Street 
 Boston, Massachusetts 02109 
 Attn: Mark Borden, Esq. 
 and 
 Skadden, Arps, Slate, Meagher & Flom LLP 
 300 South Grand Avenue. 42nd Floor 
 Los Angeles, California 90071 

Attn: Gregg A. Noel, Esq. 
 and 
 Deutsche Bank Securities Inc. 
 60 Wall Street 
 New York, New York 10005 
 Attn: Syndicate Manager 
 Fax: (212) 797-9344 
 Any notice, sent
pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered
or certified mail on the third day after registration or certification thereof. 
 9.3. Applicable Law. The validity,
interpretation, and performance of this Warrant 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 Warrant 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 inconvenient 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 Warrant
Agreement. Nothing in this Warrant 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 2.4, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof, the Representative, 

  

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any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement hereof. The
Representative shall be deemed to be a third-party beneficiary of this Warrant Agreement with respect to Sections 2.4, 6.1, 6.4, 7.4, 9.2 and 9.8 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 the Representative, with respect to Sections 2.4, 6.1, 6.4, 7.4, 9.2 and 9.8 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 Warrant 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, her or its Warrant for inspection.

 9.6. Counterparts; Facsimile Signatures. This Warrant 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 one and the same instrument. Facsimile signatures shall constitute original signatures for all purposes of this
Warrant Agreement. 
 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. 
 9.8. Amendments. This Warrant Agreement may
be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of each of the Representative and the registered holders of a majority of the then outstanding Warrants. Notwithstanding the
foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance with Sections 3.1 and 3.2, respectively, without such consent. 
 9.9. Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 
 (Remainder of page intentionally left blank. Signature page immediately follows.) 
  

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

			
	 CONTINENTAL STOCK TRANSFER
 & TRUST
COMPANY, as Trustee

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	GLOBAL BPO SERVICES CORP.
		
	By:	 	  

	Name:	 	R. Scott Murray
	Title:	 	Chief Executive Officer


  

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 EXHIBIT A 
 Form of Public Warrant 
  

 - 16 - 








 EXHIBIT B 
 Warrant Agent Fees 
  

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