Exhibit 4.1


THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS
PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) MORGAN JOSEPH & CO.
INC. (“MORGAN JOSEPH”), OR AN UNDERWRITER
OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE
OFFICER OR PARTNER OF MORGAN JOSEPH OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER.


THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE
LATER OF THE CONSUMMATION BY HD PARTNERS ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL
STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED
MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR JUNE 1,
2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, JUNE 1, 2011.


UNIT PURCHASE OPTION


FOR THE PURCHASE OF


1,875,000 UNITS


OF


HD PARTNERS ACQUISITION
CORPORATION


1.                                       Purchase
Option.


THIS CERTIFIES THAT, in
consideration of $100.00 duly paid by or on behalf of Morgan Joseph or its
designee (“Holder”), as registered owner
of this Purchase Option, to HD Partners Acquisition Corporation (“Company”), Holder is entitled, at
any time or from time to time upon the later of the consummation of a Business
Combination or June 1, 2007 (“Commencement Date”),
and at or before 5:00 p.m., New York City local time, June 1, 2011 (“Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to
One Million Eight Hundred Seventy Five Thousand (1,875,000) units (“Units”) of the Company, each Unit
consisting of one share of common stock of the Company, par value $0.001 per
share (“Common Stock”), and one
warrant (“Warrant(s)”) expiring four
years from the effective date (“Effective Date”)
of the registration statement (“Registration Statement”)
pursuant to which Units are offered for sale to the public (“Offering”). Each Warrant is the
same as the warrants included in the Units being registered for sale to the
public by way of the Registration Statement (“Public
Warrants”), except that the warrants included in the option have
an exercise price of $6.875.  If the
Expiration Date is a day on which banking institutions are 









 



authorized by law to
close, then this Purchase Option may be exercised on the next succeeding day
which is not such a day in accordance with the terms herein. During the period
ending on the Expiration Date, the Company agrees not to take any action that
would terminate the Purchase Option. This Purchase Option is initially
exercisable at $10.00 per Unit so purchased; provided, however, that upon the
occurrence of any of the events specified in Section 6 hereof, the rights
granted by this Purchase Option, including the exercise price per Unit and the
number of Units (and shares of Common Stock and Warrants) to be received upon
such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending
on the context.


2.                                       Exercise.


2.1                                 Exercise
Form. In order to exercise this Purchase Option, the exercise form attached
hereto must be duly executed and completed and delivered to the Company,
together with this Purchase Option and payment of the Exercise Price for the
Units being purchased payable in cash or by certified check or official bank check.
If the subscription rights represented hereby shall not be exercised at or
before 5:00 p.m., New York City local time, on the Expiration Date this
Purchase Option shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.


2.2                                 Legend.
Each certificate for the securities purchased under this Purchase Option shall
bear a legend as follows unless such securities have been registered under the
Securities Act of 1933, as amended (“Act”):


“The securities
represented by this certificate have not been 
registered under the Securities Act of 1933, as amended (“Act”) or
applicable state law. The securities may not be offered for sale, sold  or otherwise transferred except pursuant to
an effective registration  statement
under the Act, or pursuant to an exemption from registration  under the Act and applicable state law.”


2.3                                 Cashless
Exercise.


2.3.1                      Determination
of Amount.  In lieu of the payment of
the Exercise Price multiplied by the number of Units for which this Purchase
Option is exercisable (and in lieu of being entitled to receive Common Stock
and Warrants) in the manner required by Section 2.1, the Holder shall have the
right (but not the obligation) to convert any exercisable but unexercised portion
of this Purchase Option into Units (the “Conversion
Right”) as follows: upon exercise of the Conversion Right, the
Company shall deliver to the Holder (without payment by the Holder of any of
the Exercise Price in cash) that number of Units, if the Units are still
traded, or if the Units are not still traded, that number of shares of Common
Stock and Warrants comprising that number of Units, equal to the quotient
obtained by dividing (x) the “Value” (as defined below) of the portion of the
Purchase Option being converted by (y) the “Current Market Value” (as defined
below).  The “Value” of the portion of the Purchase
Option being converted shall equal the remainder derived from subtracting (a)
(i) the Exercise Price multiplied by (ii) the number of Units underlying the
portion of this Purchase Option being converted from 









 



(b) (i) the Current Market Value of a Unit multiplied
by (ii) the number of Units underlying the portion of the Purchase Option being
converted. As used herein, the term “Current
Market Value” per Unit at any date means: (A) in the event that neither the Units nor
Warrants are still trading, the remainder derived from subtracting (x) the
exercise price of the Warrants multiplied by the number of shares of Common
Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i)
the Current Market Price of the Common Stock multiplied by (ii) the number of
shares of Common Stock underlying one Unit, which shall include the shares of
Common Stock underlying the Warrants included in such Unit; (B) in the event
that the Units, Common Stock and Warrants are still trading, (i) if the Units
are listed on a national securities exchange or quoted on the Nasdaq National
Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as
the Bulletin Board Exchange), the last sale price of the Units in the principal
trading market for the Units as reported by the exchange, Nasdaq or the NASD,
as the case may be, on the last trading day preceding the date in question less
$1.375 per Warrant share contained in the Unit; or (ii) if the Units are not
listed on a national securities exchange or quoted on the Nasdaq National
Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor
exchange), but is traded in the residual over-the-counter market, the closing
bid price for Units on the last trading day preceding the date in question for
which such quotations are reported by the Pink Sheets, LLC or similar publisher
of such quotations less $1.375 per Warrant share contained in the Unit; and (C)
in the event that the Units are not still trading but the Common Stock and
Warrants underlying the Units are still trading, the Current Market Price of
the Common Stock plus the product of (x) the Current Market Price of the Warrants
less $1.375 per Warrant share contained in the Unit and (y) the number of
shares of Common Stock underlying the Warrants included in one Unit.


The “Current
Market Price” shall mean (i) if the Common Stock (or Warrants,
as the case may be) is listed on a national securities exchange or quoted on
the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board
(or successor such as the Bulletin Board Exchange), the last sale price of the
Common Stock (or Warrants) in the principal trading market for the Common Stock
as reported by the exchange, Nasdaq or the NASD, as the case may be, on the
last trading day preceding the date in question; (ii) if the Common Stock (or
Warrants, as the case may be) is not listed on a national securities exchange or
quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC
Bulletin Board (or successor exchange), but is traded in the residual
over-the-counter market, the closing bid price for the Common Stock (or
Warrants) on the last trading day preceding the date in question for which such
quotations are reported by the Pink Sheets, LLC or similar publisher of such
quotations; and (iii) if the fair market value of the Common Stock cannot be
determined pursuant to clause (i) or (ii) above, such price as the Board of
Directors of the Company shall determine, in good faith.


2.3.2                        Mechanics
of Cashless Exercise. The Cashless Exercise Right may be exercised by the
Holder on any business day on or after the Commencement Date and not later than
the Expiration Date by delivering the Purchase Option with the duly executed
exercise form attached hereto with the cashless exercise section completed to 









 



the Company, exercising the Cashless Exercise Right
and specifying the total number of Units the Holder will purchase pursuant to
such Cashless Exercise Right.


3.                                       Transfer.


3.1                                 General
Restrictions. The registered Holder of this Purchase Option, by its
acceptance hereof, agrees that it will not sell, transfer, assign, pledge or
hypothecate this Purchase Option for a period of one year following the
Effective Date to anyone other than (i) Morgan Joseph or an underwriter or a
selected dealer in connection with the Offering, or (ii) a bona fide officer or
partner of Morgan Joseph or of any such underwriter or selected dealer. On and
after the first anniversary of the Effective Date, transfers to others may be
made subject to compliance with or exemptions from applicable securities laws.
In order to make any permitted assignment, the Holder must deliver to the
Company the assignment form attached hereto duly executed and completed,
together with the Purchase Option and payment of all transfer taxes, if any,
payable in connection therewith. The Company shall within five business days
transfer this Purchase Option on the books of the Company and shall execute and
deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the
aggregate number of Units purchasable hereunder or such portion of such number
as shall be contemplated by any such assignment.


3.2                                 Restrictions
Imposed by the Act. The securities evidenced by this Purchase Option shall
not be transferred unless and until (i) the Company has received the opinion of
counsel for the Holder that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws,
the availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Ellenoff Grossman and
Schole LLP shall be deemed satisfactory evidence of the availability of an
exemption), or (ii) a registration statement or a post-effective amendment to
the Registration Statement relating to such securities has been filed by the
Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with
applicable state securities law has been established.


4.                                       New Purchase Options to be Issued.


4.1                               Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this
Purchase Option may be exercised or assigned in whole or in part.  In the event of the exercise or assignment
hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and except in the
case of an exercise of a Purchase Option contemplated by Section 2.3 hereof,
funds sufficient to pay any Exercise Price and/or transfer tax, the Company
shall cause to be delivered to the Holder without charge a new Purchase Option
of like tenor to this Purchase Option in the name of the Holder evidencing the
right of the Holder to purchase the number of Units purchasable hereunder as to
which this Purchase Option has not been exercised or assigned.









 



4.2                                 Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Purchase Option and of
reasonably satisfactory indemnification or the posting of a bond, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any
such new Purchase Option executed and delivered as a result of such loss,
theft, mutilation or destruction shall constitute a substitute contractual
obligation on the part of the Company.


5.                                       Registration Rights.


5.1                                 Demand
Registration.


5.1.1                        Grant
of Right. The Company, upon written demand (“Initial
Demand Notice”) of the Holder(s) of at least 51% of the Purchase
Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to
register (the “Demand Registration”)
under the Act on one occasion, all or any portion of the Purchase Options
requested by the Majority Holders in the Initial Demand Notice and all of the
securities underlying such Purchase Options, including the Units, Common Stock,
the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such
occasion, the Company will file a registration statement or a post-effective
amendment to the Registration Statement covering the Registrable Securities
within sixty days after receipt of the Initial Demand Notice and use its best
efforts to have such registration statement or post-effective amendment
declared effective as soon as possible thereafter. The demand for registration
may be made at any time during a period of five years beginning on the
Effective Date.  The Initial Demand
Notice shall specify the number of shares of Registrable Securities proposed to
be sold and the intended method(s) of distribution thereof. The Company will
notify all holders of the Purchase Options and/or Registrable Securities of the
demand within ten days from the date of the receipt of any such Initial Demand
Notice. Each holder of Registrable Securities who wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration
(each such holder including shares of Registrable Securities in such
registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the
holder of the notice from the Company. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the
Demand Registration, subject to Section 5.1.4.


5.1.2                        Effective
Registration. A registration will not count as a Demand Registration until
the registration statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied
with all of its obligations under this Agreement with respect thereto; provided,
however, that if, after such registration statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand
Registration is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the registration
statement with respect to such Demand Registration will be deemed not to have
been declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders thereafter elect to continue the offering.









 



5.1.3                        Underwritten
Offering. If the Majority Holders so elect and such holders so advise the
Company as part of the Initial Demand Notice, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering. In such event, the right of any holder to include its
Registrable Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. All
Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Majority
Holders.


5.1.4                        Reduction
of Offering. If the managing underwriter or underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of
Registrable Securities which the Demanding Holders desire to sell, taken
together with all other shares of Common Stock or other securities which the
Company desires to sell and the shares of Common Stock, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares that can be
sold in such offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of shares, as
applicable, the “Maximum Number of Shares”),
then the Company shall include in such registration: (i) first, the Registrable
Securities as to which Demand Registration has been requested by the Demanding
Holders (pro rata in accordance with the number of shares that each such Person
has requested be included in such registration, regardless of the number of
shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold
without exceeding the Maximum Number of Shares; (ii) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause
(i), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (iii)
third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other
securities registrable pursuant to the terms of the Registration Rights
Agreement between the Company and the initial investors in the Company, dated
as of June 7, 2006 (the “Registration Rights
Agreement” and such registrable securities, the “Investor Securities”) as to which “piggy-back”
registration has been requested by the holders thereof, Pro Rata, that can be
sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the
extent that the Maximum Number of Shares have not been reached under the
foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of Shares.


5.1.5                        Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of
any underwriting or are not entitled to include all of their Registrable
Securities in any offering, such majority-in-interest of the Demanding 









 



Holders may elect to withdraw from such offering by
giving written notice to the Company and the underwriter or underwriters of
their request to withdraw prior to the effectiveness of the registration
statement filed with the Commission with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration, then such registration shall not
count as a Demand Registration provided for in Section 5.1.


5.1.6                        Terms.
The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable
Securities, but the Holders shall pay any and all underwriting commissions. The
Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such states as are reasonably requested by the
Majority Holder(s); provided, however, that in no event shall the Company be
required to register the Registrable Securities in a state in which such
registration would cause (i) the Company to be obligated to qualify to do
business in such state, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (ii) the principal
stockholders of the Company to be obligated to escrow their shares of capital
stock of the Company. The Company shall cause any registration statement or
post-effective amendment filed pursuant to the demand rights granted under
Section 5.1.1 to remain effective for a period of nine consecutive months from
the effective date of such registration statement or post-effective amendment.


5.2                                 Piggy-Back
Registration.


5.2.1                        Piggy-Back
Rights. If at any time during the seven year period commencing on the
Effective Date the Company proposes to file a registration statement under the
Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for stockholders of the
Company for their account (or by the Company and by stockholders of the Company
including, without limitation, pursuant to Section 5.1), other than a
registration statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities
solely to the Company’s existing stockholders, (iii) for an offering of debt
that is convertible into equity securities of the Company or (iv) for a
dividend reinvestment plan, then the Company shall (x) give written notice of
such proposed filing to the holders of Registrable Securities as soon as
practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to
be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing underwriter or underwriters, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice
the opportunity to register the sale of such number of shares of Registrable
Securities as such holders may request in writing within five (5) days
following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing underwriter
or underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same
terms and conditions 









 



as any similar securities of the Company and to permit
the sale or other disposition of such Registrable Securities in accordance with
the intended method(s) of distribution thereof. All holders of Registrable
Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an underwriter or underwriters shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such Piggy-Back Registration.


5.2.2                        Reduction
of Offering. If the managing underwriter or underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the
holders of Registrable Securities in writing that the dollar amount or number
of shares of Common Stock which the Company desires to sell, taken together
with shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the
holders of Registrable Securities hereunder, the Registrable Securities as to
which registration has been requested under this Section 5.2, and the shares of
Common Stock, if any, as to which registration has been requested pursuant to
the written contractual piggy-back registration rights of other stockholders of
the Company, exceeds the Maximum Number of Shares, then the Company shall
include in any such registration:


(a)                                  If
the registration is undertaken for the Company’s account: (A) first, the shares
of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (B) second, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the shares of Common Stock or other securities, if any,
comprised of  Registrable Securities and
Investor Securities, as to which registration has been requested pursuant to
the applicable written contractual piggy-back registration rights of such
security holders, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (C) third, to the extent that the Maximum Number of
shares has not been reached under the foregoing clauses (A) and (B), the shares
of Common Stock or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding
the Maximum Number of Shares;


(b)                                 If
the registration is a “demand” registration undertaken at the demand of holders
of Investor Securities, (A) first, the shares of Common Stock or other
securities for the account of the demanding persons, Pro Rata, that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause
(A), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (C)
third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), the shares of Registrable Securities,
Pro Rata, as to which registration has been requested pursuant to the terms
hereof, that can be sold without exceeding the Maximum Number of Shares; and
(D) fourth, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the shares of Common
Stock or other securities for the account of other persons that the Company is
obligated to









 



register pursuant to written contractual arrangements
with such persons, that can be sold without exceeding the Maximum Number of
Shares; and


(c)                                  If
the registration is a “demand” registration undertaken at the demand of persons
other than either the holders of Registrable Securities or of Investor
Securities, (A) first, the shares of Common Stock or other securities for the
account of the demanding persons that can be sold without exceeding the Maximum
Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock
or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (C) third, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A)
and (B), collectively the shares of Common Stock or other securities comprised
of Registrable Securities and Investor Securities, Pro Rata, as to which
registration has been requested pursuant to the terms hereof and of the
Registration Rights Agreement, as applicable, that can be sold without
exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A),
(B) and (C), the shares of Common Stock or other securities for the account of
other persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.


5.2.3                        Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s
request for inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to the Company of such request to withdraw prior to
the effectiveness of the registration statement. The Company (whether on its
own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration statement
at any time prior to the effectiveness of the registration statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses
incurred by the holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 5.2.4.


5.2.4                        Terms.
The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable
Securities but the Holders shall pay any and all underwriting commissions
related to the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than fifteen days written notice prior to
the proposed date of filing of such registration statement. Such notice to the
Holders shall continue to be given for each applicable registration statement
filed (during the period in which the Purchase Option is exercisable) by the
Company until such time as all of the Registrable Securities have been
registered and sold. The Holders of the Registrable Securities shall exercise
the “piggy-back” rights provided for herein by giving written notice, within
ten days of the receipt of the Company’s notice of its intention to file a
registration statement. The Company shall cause any registration statement
filed pursuant to the above “piggyback” rights to remain effective for at least
nine months from the date that the Holders of the Registrable Securities are
first given the opportunity to sell all of such securities.









 



5.3                                 Damages.
Should the registration or the effectiveness thereof required by Sections 5.1
and 5.2 hereof be delayed by the Company or the Company otherwise fails to
comply with such provisions, the Company shall, in addition to any other
equitable or other relief available to the Holder(s), be liable for any and all
incidental, special and consequential damages sustained by the Holder(s),
including, but not limited to, the loss of any profits that might have been
received by the holder upon the sale of shares of Common Stock or Warrants (and
shares of Common Stock underlying the Warrants) underlying this Purchase
Option.


5.4                                 General
Terms.


5.4.1                        Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be
sold pursuant to any registration statement hereunder and each person, if any,
who controls such Holders within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss,
claim, damage, expense or liability (including all reasonable attorneys’ fees
and other expenses reasonably incurred in investigating, preparing or defending
against litigation, commenced or threatened, or any claim whatsoever whether
arising out of any action between the underwriter and the Company or between
the underwriter and any third party or otherwise) to which any of them may
become subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as
the provisions pursuant to which the Company has agreed to indemnify the
underwriters contained in Section 5 of the Underwriting Agreement between the
Company, Morgan Joseph and the other underwriters named therein dated the
Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant
to such registration statement, and their successors and assigns, shall
severally, and not jointly, indemnify the Company, its officers and directors
and each person, if any, who controls the Company within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and
other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which they may become subject under the Act,
the Exchange Act or otherwise, arising from information furnished by or on
behalf of such Holders, or their successors or assigns, in writing, for
specific inclusion in such registration statement to the same extent and with
the same effect as the provisions contained in Section 5 of the Underwriting
Agreement pursuant to which the underwriters have agreed to indemnify the
Company.


5.4.2                        Exercise
of Purchase Options. Nothing contained in this Purchase Option shall be
construed as requiring the Holder(s) to exercise their Purchase Options or
Warrants underlying such Purchase Options prior to or after the initial filing
of any registration statement or the effectiveness thereof.


5.4.3                        Documents
Delivered to Holders. The Company shall furnish Morgan Joseph, as
representative of the Holders participating in any of the foregoing offerings,
a signed counterpart, addressed to the participating Holders, of (i) an opinion
of counsel to the Company, dated the effective date of such registration
statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of 









 



the closing under any
underwriting agreement related thereto), and (ii) a “cold comfort” letter dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, a letter dated the date of the
closing under the underwriting agreement) signed by the independent public
accountants who have issued a report on the Company’s financial statements
included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the
prospectus included therein) and, in the case of such accountants’ letter, with
respect to events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer’s counsel and in accountants’ letters
delivered to underwriters in underwritten public offerings of securities. The
Company shall also deliver promptly to Morgan Joseph, as representative of the
Holders participating in the offering, the correspondence and memoranda
described below and copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the registration statement and
permit Morgan Joseph, as representative of the Holders, to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. (“NASD”).
Such investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable
times and as often as Morgan Joseph, as representative of the Holders, shall
reasonably request. The Company shall not be required to disclose any
confidential information or other records to Morgan Joseph, as representative
of the Holders, or to any other person, until and unless such persons shall
have entered into reasonable confidentiality agreements (in form and substance
reasonably satisfactory to the Company), with the Company with respect thereto.


5.4.4                        Underwriting
Agreement. The Company shall enter into an underwriting agreement with the
managing underwriter(s), if any, selected by any Holders whose Registrable
Securities are being registered pursuant to this Section 5, which managing
underwriter shall be reasonably acceptable to the Company. Such agreement shall
be reasonably satisfactory in form and substance to the Company, each Holder
and such managing underwriters, and shall contain such representations,
warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The
Holders shall be parties to any underwriting agreement relating to an
underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and
for the benefit of such Holders. Such Holders shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended
methods of distribution. Such Holders, however, shall agree to such covenants
and indemnification and contribution obligations for selling stockholders as
are customarily contained in agreements of that type used by the managing
underwriter. Further, such Holders shall execute appropriate custody agreements
and otherwise cooperate fully in the preparation of the registration statement
and other documents relating to any offering in which they 









 



include securities pursuant to this Section 5. Each
Holder shall also furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of
the Registrable Securities.


5.4.5                        Rule
144 Sale. Notwithstanding anything contained in this Section 5 to the
contrary, the Company shall have no obligation pursuant to Sections 5.1 or 5.2
for the registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 within any
three-month period (or such other period prescribed under Rule 144 as may be provided
by amendment thereof) all of the Registrable Securities then held by such
Holder, and (ii) where the number of Registrable Securities held by such Holder
is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an
affiliate within the meaning of Rule 144).


5.4.6                        Supplemental
Prospectus. Each Holder agrees, that upon receipt of any notice from the
Company of the happening of any event as a result of which the prospectus
included in the registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, such Holder will immediately
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of
the copies of a supplemental or amended prospectus, and, if so desired by the
Company, such Holder shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in such Holder’s
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.


6.                                       Adjustments.


6.1                                 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the
number of Units underlying the Purchase Option shall be subject to adjustment
from time to time as hereinafter set forth:


6.1.1                        Stock
Dividends - Split-Ups. If after the date hereof, and subject to the
provisions of Section 6.4 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 thereof, the number of shares of Common Stock underlying each of
the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of shares of Common
Stock, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants. For example, if the Company declares
a two-for-one stock dividend and at the time of such dividend this Purchase
Option is for the purchase of one Unit at $7.50 per whole Unit (each Warrant
underlying the Units is exercisable for $6.25 per share), upon effectiveness of
the dividend, this Purchase Option 









 



will be adjusted to allow for the purchase of one Unit
at $7.50 per Unit, each Unit entitling the holder to receive two shares of
Common Stock and two Warrants (each Warrant exercisable for $3.125 per share).


6.1.2                        Aggregation
of Shares. If after the date hereof, and subject to the provisions of
Section 6.4, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination or reclassification of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of shares
of Common Stock underlying each of the Units purchasable hereunder shall be
decreased in proportion to such decrease in outstanding shares. In such case,
the number of shares of Common Stock, and the exercise price applicable
thereto, underlying the Warrants underlying each of the Units purchasable
hereunder shall be adjusted in accordance with the terms of the Warrants.


6.1.3                        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 Section 6.1.1 or 6.1.2 hereof or 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 property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the Holder of this
Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, 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, by a Holder of the number of
shares of Common Stock of the Company obtainable upon exercise of this Purchase
Option and the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


6.1.4                        Changes
in Form of Purchase Option. This form of Purchase Option need not be
changed because of any change pursuant to this Section, and Purchase Options
issued after such change may state the same Exercise Price and the same number
of Units as are stated in the Purchase Options initially issued pursuant to
this Agreement. The acceptance by any Holder of the issuance of new Purchase
Options reflecting a required or permissive change shall not be deemed to waive
any rights to an adjustment occurring after the Commencement Date or the
computation thereof.


6.1.5                        Adjustments
of Warrants. To the extent the price of the Warrants are lowered pursuant
to Section 3.1 of the Warrant
Agreement, dated June 7, 2006, between the Company and American Stock Transfer
& Trust Company (the “Warrant 









 



Agreement”) the price of the Warrants underlying the
Purchase Option shall be reduced on identical percentage  terms.  To the extent the duration of the
Warrants is extended pursuant to Section 3.2 of the Warrant Agreement,
the duration of the Warrants underlying the Purchase Option shall be extended
on identical terms.


6.2                                 [Intentionally
Omitted]


6.3                                 Substitute
Purchase Option. In case of any consolidation of the Company with, or
merger of the Company with, or merger of the Company into, another corporation
(other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder
a supplemental Purchase Option providing that the holder of each Purchase
Option then outstanding or to be outstanding shall have the right thereafter
(until the stated expiration of such Purchase Option) to receive, upon exercise
of such Purchase Option, the kind and amount of shares of stock and other
securities and property receivable upon such consolidation or merger, by a
holder of the number of shares of Common Stock of the Company for which such
Purchase Option might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental Purchase Option
shall provide for adjustments which shall be identical to the adjustments
provided in Section 6. The above provision of this Section shall similarly
apply to successive consolidations or mergers.


6.4                                 Elimination
of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock or Warrants upon
the exercise of the Purchase Option, nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the
parties that all fractional interests shall be eliminated by rounding any
fraction up or down to the nearest whole number of Warrants, shares of Common
Stock or other securities, properties or rights.


7.                                       Reservation and Listing. The Company shall at all times
reserve and keep available out of its authorized shares of Common Stock, solely
for the purpose of issuance upon exercise of the Purchase Options or the
Warrants underlying the Purchase Option, such number of shares of Common Stock
or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the
Purchase Options and payment of the Exercise Price therefor, all shares of
Common Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. The Company further covenants and agrees that upon
exercise of the Warrants underlying the Purchase Options and payment of the
respective Warrant exercise price therefor, all shares of Common Stock and
other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any
stockholder. As long as the Purchase Options shall be outstanding, the Company
shall use its best efforts to cause all (i) Units and shares of Common Stock
issuable upon exercise of the Purchase Options, (iii) Warrants issuable upon
exercise of the Purchase Options and (iv) shares of Common Stock issuable upon
exercise of the Warrants included in the Units issuable upon exercise of the
Purchase Option to be listed (subject to official notice of issuance) on all
securities exchanges (or, 









 



if applicable on the Nasdaq National Market, SmallCap
Market, OTC Bulletin Board or any successor trading market) on which the Units,
the Common Stock or the Public Warrants issued to the public in connection
herewith may then be listed and/or quoted.


8.                                       Certain Notice Requirements.


8.1                                 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring
upon the Holders the right to vote or consent as a stockholder for the election
of directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
the Purchase Options and their exercise, any of the events described in Section
8.2 shall occur, then, in one or more of said events, the Company shall give
written notice of such event at least fifteen days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend, distribution, conversion or
exchange of securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be. Notwithstanding the foregoing, the Company shall deliver to
each Holder a copy of each notice given to the other stockholders of the
Company at the same time and in the same manner that such notice is given to
the stockholders.


8.2                                 Events
Requiring Notice. The Company shall be required to give the notice
described in this Section 8 upon one or more of the following events: (i) if
the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Common Stock any additional shares of capital
stock of the Company or securities convertible into or exchangeable for shares
of capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a
consolidation or merger) or a sale of all or substantially all of its property,
assets and business shall be proposed.


8.3                                 Notice
of Change in Exercise Price. The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send
notice to the Holders of such event and change (“Price
Notice”). The Price Notice shall describe the event causing the
change and the method of calculating same and shall be certified as being true
and accurate by the Company’s President and Chief Financial Officer.


8.4                                 Transmittal
of Notices. All notices, requests, consents and other communications under
this Purchase Option shall be in writing and shall be deemed to have been duly
made when hand delivered, or mailed by express mail or private courier service:
(i) if to the registered Holder of the Purchase Option, to the address of such
Holder as shown on the books of the Company, or (ii) if to the Company, to the
following address or to such other address as the Company may designate by
notice to the Holders:









 



HD
Partners Acquisition Corporation


2610
Ocean Park Boulevard, Suite 320


Santa
Monica, CA 90405


Attn:   Bruce Lederman, Executive Vice President and
Secretary


9.                                       Miscellaneous.


9.1                                 Amendments.
The Company and Morgan Joseph may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any
other provisions in regard to matters or questions arising hereunder that the
Company and Morgan Joseph may deem necessary or desirable and that the Company
and Morgan Joseph deem shall not adversely affect the interest of the Holders.
All other modifications or amendments shall require the written consent of and
be signed by the party against whom enforcement of the modification or
amendment is sought.


9.2                                 Headings.
The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Purchase Option.


9.3                                 Entire
Agreement. This Purchase Option (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase
Option) constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.


9.4                                 Binding
Effect. This Purchase Option shall inure solely to the benefit of and shall
be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or
claim under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.


9.5                                 Governing
Law; Submission to Jurisdiction. This Purchase Option shall be governed by
and construed and enforced in accordance with 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 Purchase Option shall be brought and enforced in the courts of the
State of New York or of the United States of America 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 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 8 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other 









 



party(ies) all of its
reasonable attorneys’ fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor.


9.6                                 Waiver,
Etc. The failure of the Company or the Holder to at any time enforce any of
the provisions of this Purchase Option shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Purchase Option or any provision hereof or the right of the Company or any
Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non- fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach or non-compliance.


9.7                                 Execution
in Counterparts. This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.


9.8                                 Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this
Purchase Option, Holder agrees that, at any time prior to the complete exercise
of this Purchase Option by Holder, if the Company and Morgan Joseph enter into
an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Options will be
exchanged for securities or cash or a combination of both, then Holder shall
agree to such exchange and become a party to the Exchange Agreement.









 



IN WITNESS WHEREOF, the
Company has caused this Purchase Option to be signed by its duly authorized
officer as of the 7th day of June 2006.


	
  

  	
  HD PARTNERS ACQUISITION 

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Eddy Hartenstein

  	
   

  
	
   

  	
  Name:

  	
  Eddy Hartenstein

  
	
   

  	
  Title:

  	
  President and Chief 

  
	
   

  	
   

  	
  Executive Officer

  



 









 



Form to be used to exercise Purchase Option:


HD Partners Acquisition Corporation


2610 Ocean Park Boulevard, Suite 320


Santa Monica, CA 90405


Date:                              ,
200    


The undersigned hereby
elects irrevocably to exercise all or a portion of the within Purchase Option
and to purchase      Units of HD Partners Acquisition
Corporation and hereby makes payment of $               
(at the rate of $      per Unit) in payment of the
Exercise Price pursuant thereto. Please issue the Common Stock and Warrants as
to which this Purchase Option is exercised in accordance with the instructions
given below.


or


The undersigned hereby
elects irrevocably to convert its right to purchase           
Units purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a “Value” of $         
based on a “Market Price” of $         ).
Please issue the securities comprising the Units as to which this Purchase
Option is exercised in accordance with the instructions given below.


	
  

  	
   

  
	
   

  	
  NOTICE: The
  signature to this assignment must correspond with the name as written upon
  the face of the purchase option in every particular, without alteration or
  enlargement or any change whatever.

  



 


Signature(s) Guaranteed:


	
   

  
	
  THE SIGNATURE(S) SHOULD BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

  










 



INSTRUCTIONS FOR
REGISTRATION OF SECURITIES


	
  Name

  
	
   

  	
   

  	
   

  
	
  (Print in Block Letters)

  
	
   

  
	
  Address

  
	
   

  	
   

  	
   

  










 



Form to be used to assign Purchase Option:


ASSIGNMENT


(To be executed by the
registered Holder to effect a transfer of the within Purchase Option):


FOR VALUE RECEIVED,                                                     
does hereby sell, assign and transfer unto                   
the right to purchase            
Units of HD Partners Acquisition Corporation (“Company”)
evidenced by the within Purchase Option and does hereby authorize the Company
to transfer such right on the books of the Company.


Dated:                    ,
200  


	
  

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTICE:  The signature to this assignment must
  correspond with the name as written upon the face of the purchase option in
  every particular, without alteration or enlargement or any change whatever.

  



 


Signature(s) Guaranteed:


	
   

  
	
  THE SIGNATURE(S) SHOULD BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
  GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).