EXHIBIT 10.15


 


HD PARTNERS
ACQUISITION CORPORATION


 


FORM OF


FOUNDING
DIRECTOR WARRANT


PURCHASE
AGREEMENT


 


THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT
(the “Agreement”) is made as of               ,
2006 between HD Partners Acquisition Corporation, a Delaware corporation (the “Company”),
on the one hand, and Lawrence Chapman, Steven Cox, Eddy Hartenstein, Bruce
Lederman and Robert Meyers, or their designees, on the other hand
(collectively, the “Purchasers” or individually, a “Purchaser”). Except as otherwise
indicated herein, capitalized terms used herein are defined in Section 10
hereof.


 


WHEREAS, the Purchasers are officers and/or directors
of the Company; and


 


WHEREAS, in furtherance of the Company’s plan to
obtain funding through an initial public offering (the “Offering”) of its units
(the “Units”), each Unit consisting of one share of common stock (the “Unit
Common Stock”) and one warrant, each to purchase one share of common stock (the
“Unit Warrants” or a “Unit Warrant”) and to demonstrate the commitment of the
initial stockholders of the Company to this plan, the Purchasers desire to make
an investment in the Company by purchasing 1,500,000 warrants (the “Founding
Director Warrants” or a “Founding Director Warrant” ) on the terms and
conditions described herein; and


 


WHEREAS, the consummation of this Agreement is a
condition to the closing of the Offering as described in the Underwriting
Agreement by and between the Company and Morgan Joseph & Co., Inc. (the “Representative”),
which Underwriting Agreement is filed as an exhibit to the Company’s
registration statement on Form S-1, SEC File No. 333-130531, as the same
has been and may be amended from time to time hereafter (the “Registration
Statement”) and filed with the Securities and Exchange Commission (the “Commission”).


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties to
this Agreement hereby agree as follows:


 


Section 1. Authorization,
Purchase and Sale; Terms of the Founding Director Warrants.


 


A.
Authorization of the Founding Director
Warrants. The Company has authorized, and hereby ratifies such
authorization by execution hereof, the issuance and sale to the Purchasers of
an aggregate of 1,500,000 Founding Director Warrants. Each Founding Director
Warrant shall upon exercise and payment of the exercise price specified therein
entitle the holder to purchase one share of the Company’s common stock, par
value $0.001 per share (the “Common Stock”).


 


B.
Purchase and Sale of the Founding Director
Warrants. The Company shall sell to the Purchasers, and subject to
the terms and conditions set forth herein, the Purchasers shall severally
purchase from the Company, contemporaneously with the closing of the IPO, an
aggregate of 1,500,000 Founding Director Warrants. Each Purchaser shall
purchase that number of the Founding Director Warrants as is set forth opposite
his name in the table contained in Exhibit A hereto. The purchase price of each
Founding Director Warrant shall be $1.00 per warrant (the “Purchase Price”),
which shall be paid in immediately available funds through wire transfers to
the trust account (the “Trust Account”) to be established pursuant to that
certain Investment Management Trust Agreement by and between the Company and
American Stock Transfer & Trust Company (“American”). The Purchase
Price shall be wired to the Trust Account by the Purchasers so as to be on
deposit in the Trust Account not less than 24 hours prior to the closing of the
Offering. Amounts so received in the Trust Account shall be credited against
the respective purchase obligations of the Purchasers as described on Exhibit A
hereto.


 


C.
Terms of the Founding Director Warrants.
The Founding Director Warrants shall carry rights and terms identical to those
possessed by the Unit Warrants described in the Registration 


 

















 


Statement, subject to the
following exceptions: the Founding Director Warrants (i) will not be
transferable or salable by the Purchasers until such time as the Company has
completed a Business Combination, (ii) will be non-redeemable so long as
the Purchasers hold such warrants following their issuance by the Company to
such Purchasers, and (iii) together with the shares of Common Stock
underlying the Founding Director Warrants, are and will be entitled to
registration rights under the registration rights agreement (the “Registration
Rights Agreement”) to be signed contemporaneously herewith between the Purchasers,
the Initial Stockholders (as such term is defined in the Registration
Statement) and the Company. The transfer restriction set forth in
(i) above shall not apply to (a) transfers resulting from the death
of any of the Purchasers, (b) transfers by operation of law, (c) any
transfer for estate planning purposes to persons immediately related to the
transferor by blood, marriage or adoption, or (d) any trust solely for the
benefit of such transferor and/or the persons described in the preceding
clause; provided, however, that with respect to each of the transfers described
in clauses (a), (b), (c) and (d) of this sentence, that prior to such
transfer, each permitted transferee or the trustee or legal guardian for each
permitted transferee (hereinafter collectively, “Permitted Transferees” or a “Permitted
Transferee”) agrees in writing to be bound by the terms of this Agreement.
Should any of the Purchasers transfer or sell Founding Director Warrants to
persons other than Permitted Transferees after the Company has completed a
Business Combination, then such Founding Director Warrants shall on the date of
such transfer immediately become redeemable under the same terms as the Unit
Warrants. Except as specifically provided in this Agreement, the terms of the
Founding Director Warrants shall in all other respects be as set forth in the
Warrant Agreement relating to the Unit Warrants by and between the Company and
American. In the event of any conflict between this Agreement and the Warrant
Agreement, the terms and provisions of which are incorporated herein by
reference, this Agreement shall control.


 


Section 2. The
Closing. The closing of the purchase and sale of the Founding
Director Warrants to the Purchasers (the “Closing”) shall take place at the
offices of Morgan Joseph & Co., Inc. at or immediately prior to the closing
of the IPO. At the Closing, the Company shall deliver warrant certificates
evidencing the Founding Director Warrants to be purchased by the Purchasers
hereunder, registered in each Purchaser’s name, upon the payment of the
aggregate purchase price therefor, by wire transfer of immediately available
funds to the Trust Account.


 


Section 3. Representations
and Warranties of the Company. As a material inducement to the
Purchasers to enter into this Agreement and purchase the Founding Director
Warrants, the Company hereby represents and warrants that:


 


A.
Organization and Corporate Power.
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and is qualified to do
business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial
condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


B.
Authorization; No Breach.


 


(i)
The execution, delivery and performance of this Agreement to which the Company
is a party will have been duly authorized by the Company as of the Closing upon
the approval hereof by the Company and its Board of Directors. This Agreement
constitutes a valid and binding obligation of the Company, enforceable in
accordance with its terms upon its execution.


 


(ii)
The execution and delivery by the Company of this Agreement, the sale and
issuance of the Founding Director Warrants hereunder, the issuance of the
Common Stock upon exercise of the Founding Director Warrants (except, with
respect thereto, any filings required under Federal or state securities laws or
issuance of one or more legal opinions in form and content reasonably
satisfactory to the Company pertaining to the availability of one or more
exemptions with respect to the issuance of the Founding Director Warrants under
applicable securities laws) and the fulfillment of and compliance with the respective
terms hereof and 


 

















 


thereof by the Company, do
not and will not as of the Closing (i) conflict with or result in a breach
of the terms, conditions or provisions of, (ii) constitute a default
under, (iii) result in the creation of any lien, security interest, charge
or encumbrance upon the Company’s capital stock or assets pursuant to, (iv) result
in a violation of, or (v) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any
court or administrative or governmental body or agency pursuant to the
Certificate of Incorporation of the Company or the bylaws of the Company, or
any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject,
except for any filings required after the date hereof under Federal or state
securities laws.


 


C.
Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof, the
Founding Director Warrants to be purchased hereunder and, upon exercise of the
Founding Director Warrants, payment of the exercise price set forth therein and
conformance with the other provisions relating to the exercise thereto, the
Common Stock issuable upon exercise of such Founding Director Warrants will be
duly and validly issued, fully paid, nonassessable, and the Purchasers will
have or receive good title to such securities, free and clear of all liens,
claims and encumbrances of any kind, other than (a) transfer restrictions
hereunder and under the other agreements contemplated hereby, (b) transfer
restrictions under federal and state securities laws, and (c) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 


D.
Governmental Consents. No permit,
consent, approval or authorization of, or declaration to or filing with, any
governmental authority is required in connection with the execution, delivery
and performance by the Company of this Agreement, or the consummation by the
Company of any other transactions contemplated hereby.


 


E.
Disclosure. (a) The Company
has provided each Purchaser with a copy of the Registration Statement and each
Amendment to the Company’s Registration Statement, or informed each Purchaser
of the filing thereof and instructed or requested the Purchasers to review the
Registration Statement and each such Amendment on the Commission’s website .
The Company will provide the Purchasers with a copy of any and all amendments
to the Registration Statement filed by the Company with the Commission prior to
the Closing. (b) To the best of the Company’s knowledge as of the date
hereof, neither this Agreement nor the Registration Statement, taken as a
whole, contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements herein or therein not misleading
in light of the circumstances in which such statements were made.


 


Section 4. Representations,
Warranties and Covenants of Purchasers. As a material inducement to
the Company to enter into this Agreement and issue and sell the Founding
Director Warrants to the Purchasers, the Purchasers hereby severally represent,
warrant and covenant to the Company (which representations, warranties and
covenants shall survive the Closing) that:


 


A.
Capacity and State Law Compliance.
Each Purchaser is an individual over the age of 21 years with the legal
capacity to execute and perform the obligations imposed on each of the
Purchasers hereunder. Each Purchaser has engaged in the transactions
contemplated by this Agreement within a state in which the offer and sale of
the Founding Director Warrants is permitted under applicable securities laws.
The Purchaser understands and acknowledges that the purchase of Common Stock on
exercise of the Founding Director Warrants may require the registration of such
Common Stock under Federal and/or state securities laws or the availability of
an exemption from such registration requirements.


 


B.
Authorization; No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation of each Purchaser,
enforceable in accordance with its terms.


 


(ii)
The execution and delivery by Purchasers of this Agreement and the fulfillment
of and compliance with the respective terms hereof by Purchasers do not and
shall not as of the 


 

















 


Closing conflict with or
result in a breach of the terms, conditions or provisions of any other
agreement, instrument, order, judgment or decree to which Purchaser is subject.


 


C.
Investment Representations.


 


(i)
Each of the Purchasers is acquiring the Founding Director Warrants and, upon
exercise thereof, the Common Stock issuable upon such exercise (collectively,
the “Securities”) for his own account, for investment only and not with a view
towards, or for resale in connection with, any public sale or distribution
thereof.


 


(ii)
Each Purchaser is an “accredited investor” as defined in Rule 501(a)(3) of
Regulation D.


 


(iii)
Each Purchaser understands that the Securities are being offered and sold to
him in reliance on specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying
in part upon the truth and accuracy of, and Purchaser’s compliance with, the
representations, warranties and agreements of Purchaser set forth herein in
order to determine the availability of such exemptions and the eligibility of
Purchaser to acquire such securities.


 


(iv)
Each Purchaser initiated discussions with the Company relating to the purchase
and sale of the Securities contemplated by this Agreement on an unsolicited
basis prior to the date of this Agreement. The Purchasers did not initiate such
discussions, nor did Purchasers decide to enter into this Agreement, as a
result of any general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act of 1933, as amended (the “Securities Act”),
including the filing of the Registration Statement.


 


(v)
Each Purchaser has been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and
sale of the Securities which have been requested by Purchaser. Each Purchaser
has been afforded the opportunity to ask questions of the other executive
officers and directors of the Company. Each Purchaser understands that his
investment in the Securities involves a high degree of risk. Each Purchaser has
sought such accounting, legal and tax advice as he has considered necessary to
make an informed investment decision with respect to his acquisition of the
Securities. Each Purchaser has received and reviewed a copy of the Registration
Statement, including without limitation, the language therein under the caption
“Risk Factors,” and signed the Registration Statement signature page in his
capacity as an officer or director (or both) of the Company, as the case may
be.


 


(vi)
Each Purchaser 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 Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or
endorsed the merits of the offering of the Securities.


 


(vii)
Each Purchaser understands that: (a) the Securities have not been and are
not being registered under the Securities Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless
(A) subsequently registered thereunder or (B) sold in reliance on an
exemption therefrom; and (b) except as specifically set forth in the
Registration Rights Agreement, neither the Company nor any other person is
under any obligation to register such securities under the Securities Act or
any state securities laws or to comply with the terms and conditions of any
exemption thereunder. In this regard, each Purchaser represents that he is
familiar with Rule 144 adopted pursuant to the Securities Act, and understands
the resale limitations imposed thereby and by the Securities Act. Each
Purchaser is able to bear the economic risk of its investment in the Securities
for an indefinite period of time.


 


(viii)
Each Purchaser is an investor in securities of companies in the development stage
and acknowledges that he is able to fend for himself, has knowledge and
experience 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
Securities and is able to bear the economic risk of an investment in the
Securities in the amount contemplated hereunder. Each Purchaser has adequate
means of providing for his current financial needs and contingencies and will
have no current or anticipated future needs for liquidity which would be
jeopardized by the investment in the Securities. Each Purchaser can afford a
complete loss of his investment in the Securities.


 


(ix)
Without in any way limiting the representations set forth above, the Purchasers
agree not to make any disposition of all or any portion of the Securities
unless and until:


 


(1)
There is then in effect a registration statement under the Securities Act
covering such proposed disposition and such disposition is made in accordance
with such registration statement; or


 


(2)(i)
The Purchaser shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if reasonably requested by
the Company, the Purchaser shall have furnished the Company with an opinion of
counsel, reasonably satisfactory to the Company, that such disposition will not
require registration of such Securities under the Securities Act.
Notwithstanding the foregoing, each Purchaser also understands and acknowledges
that the transfer or exercise of the Founding Director Warrants is subject to
the specific conditions to such transfer or exercise as outlined herein, as to
which each Purchaser specifically assents by his execution hereof.


 


F.
No Group. By virtue of the
Purchasers purchasing the Founding Director Warrants under this Agreement, such
participation shall not be construed so as to make any of the Purchasers part
of, or a participant in, a “group” as defined in Rule 13d-5 of the Exchange Act
with respect to any securities of the Company.


 


G.
Rescission Right Waiver and Indemnification.


 


(i)
Each of the Purchasers understands and acknowledges that an exemption from the
registration requirements of the Securities Act requires that there be no
general solicitation of purchasers of the Founding Director Warrants. In this
regard, if the Offering of the Units were deemed to be a general solicitation
with respect to the Founding Director Warrants, the offer and sale of such
Founding Director Warrants may not be exempt from registration and, if not, the
Purchasers may have a right to rescind their purchases of the Founding Director
Warrants. In order to facilitate the completion of the Offering and in order to
protect the Company, its stockholders and the Trust Account from claims that
may adversely affect the Company or the interests of its stockholders, each of
the Purchasers hereby agrees to waive, to the maximum extent permitted by
applicable law, any claims, right to sue or rights in law or arbitration, as
the case may be, to seek rescission of his purchase of the Founding Director
Warrants. Each of the Purchasers acknowledges and agrees that this waiver is
being made in order to induce the Company to sell the Founding Director
Warrants to the Purchasers. Each Purchaser agrees that the foregoing waiver of
rescission rights shall apply to any and all known or unknown actions, causes
of action, suits, claims, or proceedings (collectively, “Claims”) and related
losses, costs, penalties, fees, liabilities and damages, whether compensatory,
consequential or exemplary, and expenses in connection therewith (collectively,
“Losses and Expenses”) including reasonable attorneys’ and expert witness fees
and disbursements and all other expenses reasonably incurred in investigating,
preparing or defending against any Claims, whether pending or threatened, in
connection with any present or future actual or asserted right to rescind the
purchase of the Founding Director Warrants hereunder or relating to the
purchase of the Founding Director Warrants and the transactions contemplated
hereby.


 


(ii)
Each Purchaser agrees not to seek recourse against the Trust Account for any
reason whatsoever in connection with his purchase of the Founding Director
Warrants or any Claim that may arise now or in the future.


 

















 


(iii)
Each of the Purchasers agree to severally indemnify and hold harmless the
Company, the Representative and the Trust Account against any and all Losses
and Expenses whatsoever to which the Company, the Representative and the Trust
Account may become subject as a result of the purchase of the Founding Director
Warrants by the Purchasers or a Purchaser, including but not limited to any
Claim by any Purchaser of the Founding Director Warrants, but only to the
extent necessary to ensure that such Losses and Expenses do not reduce the
amount in the Trust Account. To the extent that the foregoing several
indemnification by the Purchasers may be unenforceable for any reason, each of
the Purchasers agree to make the maximum contribution permissible by applicable
law to the payment and satisfaction of any Losses and Expenses relating to
Claims that may or will otherwise reduce the amount in the Trust Account. Any
Losses and Expenses indemnified hereunder by the Purchasers will be paid based
on the number of Founding Director Warrants purchased by such Purchaser relative
to the total number of Founding Director Warrants purchased by all Purchasers
hereunder, except to the extent that such Claims are brought by any of the
Purchasers, in which case the foregoing indemnity obligation shall only be that
of the Purchaser making the Claim, it being the understanding and agreement of the
Purchasers that each of them shall be held harmless by the other as to any
Claims, Losses and Expenses.


 


(iv)
The Purchasers acknowledge and agree that the stockholders of the Company, including
those who purchase the Units in the Offering, are and shall be third-party
beneficiaries of the foregoing provisions of Section 5G of this Agreement.


 


(v)
Each Purchaser agrees that to the extent any waiver of rights under this
Section 5G is ineffective as a matter of law, each Purchaser has offered
such waiver for the benefit of the Company as an equitable right that shall
survive any statutory disqualification or bar that applies to a legal right.
Each Purchaser acknowledges the receipt and sufficiency of consideration
received from the Company hereunder in this regard.


 


Section 6. Conditions
of the Purchasers’ Obligations at the Closing.


 


The
obligation of the Purchasers to purchase and pay for the Founding Director
Warrants is subject to the fulfillment, at or before the Closing, of each of
the following conditions:


 


A.
Representations and Warranties.
The representations and warranties of the Company contained in Section 3,
except for those stated to be made as of the date hereof, shall be true and
correct in all material respects at and as of the Closing as though then made,
except to the extent of changes caused by the transactions expressly
contemplated herein or in the prospectus contained in the Registration
Statement.


 


B.
Performance. The Company shall
have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with
by it on or before the Closing.


 


C.
Registration Statement. The
Registration Statement shall have been declared effective by the Commission and
the closing of the Offering shall take place within four business days of such
effective date or, if the Registration Statement is declared effective before
2:00 p.m. on a business day, the closing of the Offering shall take place
within three business days of such effective date.


 


Section 7. Conditions
of the Company’s Obligations at the Closing.


 


The
obligations of the Company to the Purchasers under this Agreement are subject
to the fulfillment on or before the Closing of each of the following
conditions:


 


A.
Representations and Warranties. The representations and warranties of
Purchasers contained in Section 4 shall be true at and as of the Closing
as though then made.


 

















 


B.
Performance. The Purchasers shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by them on or before the Closing.


 


C.
Corporate Consents. The Company shall have obtained the consent of its Board of
Directors authorizing the execution, delivery and performance of this Agreement
and the issuance and sale of the Founding Director Warrants hereunder.


 


Section 8. Termination.
This Agreement may or will be terminated at any time prior to the consummation
of the Closing if the Offering is not closed within the time periods described
in the Underwriting Agreement after the Registration Statement is declared
effective.


 


Section 9. Survival
of Representations and Warranties. All of the representations and
warranties contained herein shall survive the Closing for a period of six
(6) months except as otherwise specifically provided herein.


 


Section 10. Definitions.
For the purposes of this Agreement, the following terms have the meanings set
forth:


 


“Affiliate” of any particular Person means any other
Person controlling, controlled by or under common control with such particular
Person, where “control” means the possession, directly or indirectly, of the
power to direct the management and policies of a Person whether through the
ownership of voting securities, contract or otherwise.


 


“Business Combination” means a merger, stock
exchange, asset acquisition or similar business combination of the Company with
a target business or businesses that is its initial business combination and
which meets the size, timing and other criteria outlined in the Registration
Statement.


 


“Common Stock” means the Company’s Common Stock, par
value $0.001 per share.


 


“Exchange Act” means the Securities Exchange Act of
1934, as amended.


 


“Person” means any individual, partnership,
corporation, limited liability company, association, joint stock company,
trust, joint venture, unincorporated organization or governmental entity or any
department, agency or political subdivision thereof.


 


“Securities Act” means the Securities Act of 1933,
as amended.


 


“Securities and Exchange Commission” or “Commission”
means the United States Securities and Exchange Commission.


 


Section 11. Miscellaneous.


 


A.
Legends.


 


(i)
The certificates evidencing the Founding Director Warrants will include the
legend set forth below, which the Purchasers have read and understand:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT
REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A PURCHASE
AGREEMENT DATED [                  ,
2006] WHICH RESTRICTS THE TRANSFER THEREOF UNTIL                                         


 

















 


                ,
A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES.


 


(ii)
By accepting the certificates bearing the aforesaid legend, each Purchaser
agrees, prior to any permitted transfer of the Securities represented by the
certificates and subject to the restrictions contained herein, to give written
notice to the Company expressing his desire to effect such transfer and
describing briefly the proposed transfer. Upon receiving such notice, the
Company shall present copies thereof to its counsel and the following
provisions shall apply:


 


(a)
subject to the transfer restrictions contained elsewhere in this Agreement, if,
in the reasonable opinion of counsel to the Company, the proposed transfer of
such Securities may be effected without registration under the Securities Act
and applicable state securities acts, the Company shall promptly thereafter
notify the transferring Purchaser, whereupon the transferring Purchaser shall
be entitled to transfer such Securities, all in accordance with the terms of the
notice delivered by the transferring Purchaser and upon such further terms and
conditions as shall be required to ensure compliance with the Securities Act
and the applicable state securities acts, and, upon surrender of the
certificate evidencing such Securities, in exchange therefor, a new certificate
not bearing a legend of the character set forth above if such counsel
reasonably believes that such legend is no longer required under the Securities
Act and the applicable state securities acts; and


 


(b)
subject to the transfer restrictions contained elsewhere in this Agreement, if,
in the reasonable opinion of counsel to the Company, the proposed transfer of
such Securities may not be effected without registration under the Securities
Act or the applicable state securities acts, a copy of such opinion shall be
promptly delivered to the transferring Purchaser, and such proposed transfer
shall not be made unless such registration is then in effect.


 


(iii)
The Company may, from time to time, make stop transfer notations in its records
and deliver stop transfer instructions to its transfer agent to the extent its
counsel considers it necessary to ensure compliance with the Securities Act and
the applicable state securities acts.


 


B.
Successors and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not.
Notwithstanding the foregoing or anything to the contrary herein, the parties
may not assign this Agreement.


 


C.
Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.


 


D.
Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same Agreement.


 


E.
Descriptive Headings; Interpretation. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall
be by way of example rather than by limitation.


 


F.
Governing Law. The general corporation law of the State of Delaware shall
govern all issues and questions concerning the construction, validity,
enforcement and interpretation of this Agreement, without giving effect to any
choice of law or conflict of law rules or provisions that would cause the
application of the laws of any jurisdiction other than the State of Delaware.


 

















 


G.
Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and
shall be deemed to have been given when delivered personally to the recipient,
sent to the recipient by reputable overnight courier service (charges prepaid)
or mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent:


 


	
  If to the Company:

  	
   

  	
  HD
  Partners Acquisition Corporation

  
	
   

  	
   

  	
  2601
  Ocean Park Boulevard, Suite 320

  
	
   

  	
   

  	
  Santa
  Monica, California 90405

  
	
   

  	
   

  	
  Fax
  No.:
  (310) [              ]

  
	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
  Ellenoff
  Grossman & Schole LLP

  
	
   

  	
   

  	
  370
  Lexington Avenue

  
	
   

  	
   

  	
  New
  York, New York 10017

  Attn: Douglas Ellenoff, Esq.

  
	
   

  	
   

  	
  Fax
  No.: (212) 370-7889

  



 


If to the Purchaser: At the address of the
respective Purchaser as set forth in the records of the Company.


 


or
to such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.


 


H.
No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.


 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on
the date first written above.


 


	
   

  	
  HD PARTNERS ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Eddy
  Hartenstein

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  
	
   

  	
  THE
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lawrence
  Chapman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Steven
  Cox

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Eddy
  Hartenstein

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bruce
  Lederman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Robert
  Meyers

  
	
   

  	
   

  
	
   

  	
   

  
					



 

















 


Exhibit A


 




	
  Lawrence Chapman

  	
   

  	
  $

  	
          

  	
   

  
	
  Steven Cox

  	
   

  	
  $

  	
   

  	
   

  
	
  Eddy Hartenstein

  	
   

  	
  $

  	
          

  	
   

  
	
  Bruce Lederman

  	
   

  	
  $

  	
   

  	
   

  
	
  Robert Meyers

  	
   

  	
  $

  	
          

  	
   

  
	
  Total

  	
   

  	
  $

  	
  1,500,000