Exhibit 10.12


SHERMEN WSC ACQUISITION CORP.


FOUNDER WARRANT


PURCHASE AGREEMENT


 


THIS FOUNDER WARRANT PURCHASE AGREEMENT (the “Agreement”)
is made as of [                  ],
2007 between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”),
on the one hand, and Shermen WSC Holding LLC, on the other hand (the “Purchaser”).


WHEREAS, the Purchaser is one of the Existing
Stockholders 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, par
value $.0001 per share, of the Company (“Common Stock”) and two
warrants (the “Unit Warrants”) and each Unit Warrant entitling the holder
thereof to purchase one share of Common Stock for $5.00 on the terms and
subject to the conditions set forth in that certain Warrant Agreement dated the
date hereof by and between the Company and Continental Stock Transfer &
Trust Company, as the agent of the Company in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Unit Warrants;


WHEREAS, to demonstrate the commitment of the
Purchaser to the Company’s Offering, the Purchaser desires to make an
investment in the Company by purchasing, on the terms and conditions described
herein, in a private placement 4,357,143 warrants (the “Founder Warrants”),
each Founder Warrant entitling the holder thereof to purchase one share of
Common Stock on the terms and subject to the conditions set forth in that
certain Founder Warrant Agreement dated the date hereof (the “Founder Warrant
Agreement”) by and between the Company and Continental Stock Transfer &
Trust Company, as the agent of the Company in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Founder
Warrants (in such capacity, the (“Founder Warrant Agent”);


WHEREAS, the consummation of this Agreement
shall occur prior to the execution of the Underwriting Agreement between the
Company and CRT Capital Group LLC (the “Representative”), which Underwriting
Agreement is filed as an exhibit to the Company’s registration statement on
Form S-1, File No. 333-133869, 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 Founder Warrants.


A.         Authorization
of the Founder Warrants.  The
Company has authorized, and hereby ratifies such authorization by execution
hereof, the issuance and sale in a private placement to the Purchaser of an
aggregate of 4,357,143  Founder
Warrants.


 

















 


B.            Purchase
and Sale of the Founder Warrants. 
At the Closing (as defined below), the Company shall sell in a private
placement to the Purchaser, and the Purchaser shall purchase from the Company, an
aggregate of 4,357,143 Founder Warrants, subject to the terms and conditions
hereof.  The purchase price of each Founder
Warrant shall be $0.70 per Founder Warrant (the “Purchase Price”), which shall
be paid in immediately available funds through wire transfers to the account
(the “Account”) designated by the Company. 
The Purchase Price shall be wired to the Account by the Purchaser so as
to be on deposit in the Account no later than the date on which the SEC
declares the Registration Statement effective.


Section 2.       The Closing.  The
closing of the purchase and sale of the Founder Warrants to the Purchaser (the “Closing”)
shall take place at the New York offices of Dechert LLP, or at such other time
and place as the parties may mutually agree, but in no event later than the
date on which the SEC declares the Registration Statement effective.  At the Closing, subject to the terms and
conditions hereof, the Company shall cause the Founder Warrant Agent to issue a
warrant certificate, registered in the Purchaser’s name.


Section 3.       Representations, Warranties and Covenants of Purchaser.  As a material inducement to the Company to
enter into this Agreement and issue and sell the Founder Warrants to the
Purchaser, the Purchaser hereby represents, warrants and covenants to the
Company (which representations, warranties and covenants shall survive the
Closing) that:


A.    Organization
and Corporate Power.  The
Purchaser is a company with limited liability duly organized, validly existing
and in good standing under the laws of the State of Delaware.  The Purchaser possesses all requisite power
and authority necessary to carry out the transactions contemplated by this
Agreement.  The Purchaser has engaged in
the transactions contemplated by this Agreement within a state in which the
offer and sale of the Founder Warrants is permitted under applicable securities
laws.  The Purchaser understands and
acknowledges that the purchase of Common Stock on exercise of the Founder 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 the Purchaser, enforceable in accordance with
its terms.


(ii)       The execution and
delivery by the Purchaser of this Agreement and the fulfillment of and
compliance with the respective terms hereof by the Purchaser 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 the Purchaser is subject.


C.    Waiver
and Indemnification.


(i)        The Purchaser agrees
not to seek recourse against the Trust Fund (as defined in the Registration
Statement) for any reason whatsoever in connection


 


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with its purchase of the Founder Warrants or any and all known or
unknown actions, causes of action, suits, claims, or proceedings (collectively,
“Claims”) that may arise now or in the future 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 relating to the
purchase of the Founder Warrants and the transactions contemplated hereby.


(ii)       The Purchaser agrees to
severally indemnify and hold harmless the Company, the Representative and the
Trust Fund against any and all Losses and Expenses whatsoever to which the
Company, the Representative and the Trust Fund may become subject as a result
of the purchase of the Founder Warrants by the Purchaser, including but not limited
to any Claim by the Purchaser of the Founder Warrants, but only to the extent
necessary to ensure that such Losses and Expenses do not reduce the amount in
the Trust Fund.  To the extent that the
foregoing several indemnification by the Purchaser may be unenforceable for any
reason, the Purchaser agrees 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 Fund.


(iii)      The Purchaser
acknowledges and agrees 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 4C of this Agreement.


(iv)      The Purchaser agrees
that to the extent any waiver of rights under this Section 4C is ineffective as
a matter of law, the 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. 
The Purchaser acknowledges the receipt and sufficiency of consideration
received from the Company hereunder in this regard.


D.    Transfer
Restrictions.  The Purchase
agrees that it shall not sell, transfer, assign, encumber, pledge, hypothecate
or otherwise dispose of, directly or indirectly, any of the Founders Warrants
prior to the consummation of a Business Combination (as that term is defined in
the Founder Warrant Agreement); provided, however, that the Purchaser may
transfer Founder Warrants to its members so long as each such member agrees in
writing to be bound by the terms and conditions of this Agreement, including
the transfer restrictions set forth in this Section 3D.


E.     Securities
Laws.


(i)        The Purchaser represents
and warrants that it will acquire the Founder Warrants to be purchased by it
hereunder (and any shares of Common


 


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Stock purchased upon the exercise of any Found Warrant) for its own
account for the purpose of investment and not with a view to the resale or
distribution of any part thereof and the Purchaser has no present intention of
selling, granting any participation in, or otherwise distributing the same.


(ii)       The Purchaser acknowledges that it can
bear the economic risk and complete loss of its potential investment in the
Founder Warrants to be purchased by it hereunder and that the Purchaser has
experience in such investment, financial, business and tax matters as to enable
it to evaluate the merits and risks of the investment in the Founder
Warrants.  The Purchaser is an “accredited
investor” as defined in Rule 501(a) of Regulation D, as amended, under the
Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser
representative” as defined in Rule 501(h) of Regulation D with respect to the
Founder Warrants and the transactions contemplated by this Agreement.


(iii)      The Purchaser acknowledges and agrees
that the Founder Warrants (and any shares of Common Stock purchased upon the
exercise of any Found Warrant) will constitute “restricted securities” under
the Securities Act inasmuch as they are or will be acquired from the Company in
a transaction not involving a public offering and that, under applicable laws
and applicable regulations, such securities may be resold without  registration under the Securities Act only in certain limited
circumstances.  Each Subscriber is
familiar with Rule 144 promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act, as presently in effect, and
understands the resale limitations imposed on the Founder Warrants (and any
shares of Common Stock purchased upon the exercise of any Found Warrant)
thereby and by applicable provisions of the Securities Act.


(iv)      Without limiting the foregoing, no
transfer of the Founder  Warrants
(and any shares of Common Stock purchased upon the exercise of any Found
Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an
effective registration statement under the Securities Act, (ii) a transfer
complying with Rule 144 (as then in effect) or (iii) a transfer to a third
party in a cash transaction pursuant to an exemption from the registration
requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s
counsel acceptable to the Company.


(v)       The Purchaser hereby acknowledges and
agrees that each of the certificates representing the Founder Warrants  (and any shares of Common Stock purchased
upon the exercise of any Found Warrant) shall bear a legend substantially as
follows:


“The securities
represented by this Certificate may not be sold, pledged, hypothecated or
otherwise disposed of unless registered under the Securities Act of 1933, as
amended, and any applicable state securities law, or unless an exemption from
applicable registration requirements is available.”


 


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Section 4.      Termination.  This Agreement may or will be terminated at
any time prior to the consummation of the Closing under the following described
circumstances:


(i)        automatically upon the
mutual written consent of the Company and the Purchaser; or


(ii)       by either of the
Company or the Purchaser by delivery of written notice thereof, if the Offering
shall not have been consummated prior to the one-month anniversary of the date
of this Agreement.


Section 5.       Miscellaneous.


A.         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.


B.       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.


C.    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.


D.       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.


E.     Governing
Law.  The general corporation
law of the State of New York 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 New York.


F.     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:


 


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  If
  to the Company:

  	
  Shermen
  WSC Acquisition Corp.

  
	
   

  	
  c/o
  The Shermen Group

  
	
   

  	
  1251
  Avenue of the Americas

  
	
   

  	
  Suite
  900

  
	
   

  	
  New
  York, New York 10020

  
	
   

  	
   

  
	
  With a copy to:

  	
  Dechert LLP

  
	
   

  	
  30 Rockefeller Plaza

  
	
   

  	
  New York, New York 10112

  
	
   

  	
  Attn: Gerald Adler, Esq.

  
	
   

  	
   

  
	
  If to the Purchaser:

  	
  At the address of the 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.

  
			



 


G.       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.


[Signatures appear on the next page]


 


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


	
   

  	
  Shermen WSC Acquisition
  Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. Kenneth Moshenek

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Shermen WSC Holding LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Shermen Capital
  Partners, LLC,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Francis P. Jenkins, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Member

  
							



 


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