c50956_ex10-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







EXHIBIT 10.2


SPONSOR WARRANT PURCHASE AGREEMENT


                      This SPONSOR WARRANT PURCHASE AGREEMENT, dated as of November 1, 2007 (this “Agreement”), is entered into by and between Trian Acquisition I Corp., a Delaware
corporation (the “Company”), and Trian Acquisition I, LLC, a Delaware limited liability company (the “Sponsor”). 


                      WHEREAS, the Company is proposing to file a registration statement (the “Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the
“Securities Act”) with the Securities and Exchange Commission in connection with a proposed initial public offering (the “Initial Public
Offering”) of 75,000,000 units (“Units”), each consisting of one share of common stock of the Company, par value $0.0001 per share
(“Common Stock”), and one warrant to purchase one additional share of Common Stock for $7.50 (a “Warrant”),
subject to the terms and conditions set forth in the Registration Statement; and 


                      WHEREAS, the Company desires to issue and sell, and the Sponsor desires to purchase an aggregate of 10,000,000 Warrants in a private placement to occur immediately prior to the consummation of the Initial Public Offering;



                      NOW, THEREFORE, for and in consideration of the promises and mutual covenants set forth herein, the parties hereto agree as follows: 


                    1.      Purchase and Sale of the Sponsor Warrants. Subject to and immediately prior to the consummation of the
Initial Public Offering, the Company shall issue and sell to the Sponsor, and the Sponsor shall purchase from the Company, an aggregate of 10,000,000 Warrants (the “Sponsor Warrants”) at a purchase price of $1.00 per Sponsor Warrant for an aggregate purchase price of $10,000,000. The terms of the Sponsor Warrants shall be set forth in a Warrant Agreement to be entered into by and between the Company
and American Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). 


                    2.      Closing of Purchase and Sale. The closing of the purchase and sale of the Sponsor Warrants hereunder,
including payment for and delivery of the Sponsor Warrants, shall take place at the offices of the Company or the Company’s legal counsel immediately prior to, and shall be subject to, the consummation of the Initial Public Offering. At the
closing, the Company shall deliver to the Sponsor a certificate evidencing the Sponsor Warrants, substantially in the form attached as an exhibit to the Warrant Agreement, registered in the Sponsor’s name, upon the payment of the aggregate
purchase price therefor in immediately available funds by delivery of a cashiers check or by wire transfer to an account designated by the Company. 


                    3.      Registration Rights. At the time of the closing of the Initial Public Offering, the Company and the Sponsor
shall enter into a registration rights agreement pursuant to which the Company will grant certain registration rights to the Sponsor relating to the Sponsor Warrants and the Common Stock issuable upon exercise of the Sponsor Warrants. 












                    4.      Company Representations and Warranties. In connection with the issuance and sale of the Sponsor Warrants,
the Company hereby represents and warrants to the Sponsor the following:


                      (a)      Organization and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and
the Company has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.


                      (b)      Authorization; No Breach. All corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement and all
other agreements and instruments delivered by the Company in connection with the transactions contemplated hereby has been duly and validly taken and this Agreement has been duly executed and delivered by the Company. This Agreement constitutes the
valid, binding and enforceable obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of
general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The issuance and sale by the Company
of the Sponsor Warrants does not conflict with the certificate of incorporation or by-laws of the Company or any material contract by which the Company or its property is bound, or any federal or state laws or regulations or decree, ruling or
judgment of any United States or state court applicable to the Company or its property. 


                      (c)      Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Common Stock issuable upon exercise
of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Sponsor will have good title to the Sponsor Warrants
and the Common Stock issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind, other than transfer restrictions hereunder and under the other agreements contemplated hereby. 


                    5.      Sponsor Representations and Warranties. In connection with the purchase of the Sponsor Warrants, the
Sponsor hereby represents and warrants to the Company the following: 

      (a)      Investment
Representations. 

       (i)     The
    Sponsor is familiar with the Company’s business plans and financial condition
    and has acquired sufficient information about the Company to reach an informed
    and knowledgeable decision to acquire the Sponsor Warrants. The Sponsor has
    been afforded the opportunity to ask questions of the executive officers
    and directors of the Company. The Sponsor understands that its investment
    in the Sponsor Warrants involves a high degree of risk. The Sponsor has sought
    such accounting, legal and tax advice as the Sponsor has considered necessary
    to make an informed investment decision with respect to the Sponsor’s
    acquisition of the Sponsor Warrants. The Sponsor has such

 


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knowledge and expertise in financial
    and business matters, knows of the high degree of risk associated with investments
    generally and particularly investments in the securities of companies in
    the development stage such as the  Company, is capable of evaluating the
    merits and risks of an investment in the Sponsor Warrants, and is able to
    bear the economic risk of an investment in the Sponsor Warrants in the amount
    contemplated hereunder. The Sponsor understands that there  presently is
    no public market for the Sponsor Warrants and none is anticipated to develop
    in the foreseeable future. The Sponsor can afford a complete loss of its
    investment in the Sponsor Warrants. The Sponsor is purchasing the Sponsor
    Warrants for  investment for the Sponsor’s own account only and not
    with a view to, or for resale in connection with, any “distribution” thereof
    within the meaning of the Securities Act. 

     (ii)
           The Sponsor understands that the Sponsor
      Warrants have not been registered under the Securities Act or any state
      securities law by reason of a specific exemption therefrom, and that the
      Company is relying on the truth and accuracy of, and the Sponsor’s
      compliance with, the representations and warranties and agreements of the
      Sponsor set forth herein to determine the availability of such exemptions
      and the eligibility of the Sponsor to acquire such Sponsor Warrants, including,
      but not limited to, the bona fide nature of the Sponsor’s
       investment intent as expressed herein. \

     (iii)     
         The Sponsor further acknowledges and understands that the Sponsor Warrants
         must be held indefinitely unless the Sponsor Warrants are subsequently
         registered under the Securities Act or an exemption from such registration
         is  available. The Sponsor understands that the certificates evidencing
         the Sponsor Warrants will be imprinted with a legend that prohibits
             the transfer of the Sponsor Warrants unless the Sponsor Warrants
             are registered or such registration is not required in the opinion
             of counsel for the Company. 

     (iv)      The
    Sponsor represents that the Sponsor is an “accredited investor” as
               that term is defined in Rule 501 of Regulation D promulgated under
               the Securities Act. 

     (v)      The
    Sponsor did not decide to enter into this Agreement as a result of any
                 general solicitation or general advertising within the meaning
                 of Rule 502(c) of the Securities Act. 

     (vi)     
                   The Sponsor understands that no United States federal or state
                   agency or any other government or governmental agency has passed
                   on or made any recommendation or endorsement of the Sponsor
                   Warrants or the fairness or  suitability of the investment in
                   the Sponsor Warrants, nor have such authorities passed upon
                   or endorsed the merits of the offering of the Sponsor Warrants. 


                    (b)      Organization and Corporate Power. The Sponsor is a limited liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware. The Sponsor has all necessary limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.


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                    (c)      Authorization; No Breach. All limited liability company action necessary to be taken by the Sponsor to authorize the execution, delivery
and performance of this Agreement and all other agreements and instruments delivered by the Sponsor in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by
the Sponsor. This Agreement constitutes the valid, binding and enforceable obligation of the Sponsor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity). The purchase by the Sponsor of the Sponsor Warrants does not conflict with the organizational documents of the Sponsor or with any material contract by which the Sponsor or its property is bound, or any laws or regulations or decree, ruling
or judgment of any court applicable to the Sponsor or its property. 


                    6.      Survival of Representations and Warranties. All of the representations and warranties contained herein
shall survive the closing date of the purchase and sale of the Sponsor Warrants. 


                    7.      Transfer and Redemption Restrictions.


                    (a)      Transfer Restrictions. The Sponsor hereby acknowledges and agrees to be bound by the transfer restrictions set forth in the Warrant Agreement.


                    (b)      Redemption. Each of the Company and the Sponsor hereby acknowledges and agrees that, notwithstanding a call for redemption of the Sponsor Warrants by the Company in
accordance with the terms of the Warrant Agreement, no Sponsor Warrants held by the Sponsor or any of its Permitted Transferees (as defined in the Warrant Agreement) at the time of such call for redemption shall be redeemable by the Company.



                    8.      Miscellaneous.


                      (a)      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts
of law thereof.


                      (b)      Further Execution. The parties agree to take all such further action as may reasonably be necessary to carry out and consummate this Agreement as soon as
practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the Sponsor Warrants that are the subject of this Agreement. 


                      (c)      Amendments. This Agreement may not be amended, modified or waived, in whole or in part, except by an agreement in writing signed by each of the parties hereto.



[Remainder of Page Intentionally Left Blank]


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                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. 

 

 


  	COMPANY:
	 	 
	TRIAN ACQUISITION I CORP.
	 	 
	 	 
	By:	 /s/
          Greg Essner 
	 	Name: 	Greg Essner 
	 	Title: 	Treasurer, Chief Financial 
	 	 	Officer and Secretary 
	 	 	 
	 	 	 





  	SPONSOR:
	 	 
	TRIAN ACQUISITION I, LLC
	 	 
	 	 
	By:	 /s/
          Edward P. Garden 
	 	Name: 	Edward P. Garden 
	 	Title: 	Member









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