Exhibit 10.16


 


May 10, 2006


 


HD Partners Acquisition Corporation


2601 Ocean Park Boulevard, Suite 320


Santa Monica, CA 90405


 


Morgan
Joseph & Co. Inc.


600
Fifth Avenue


19th
Floor


New
York, New York 10020


 


Re:          Initial Public Offering


 


Gentlemen:


 


The undersigned director of HD Partners Acquisition Corporation
(“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”)
entering into a letter of intent (“Letter of Intent”) to underwrite an initial
public offering of the securities of the Company (“IPO”) and embarking on the
IPO process, hereby agrees as follows (certain capitalized terms used herein
are defined in paragraph 12 hereof):


 


1.             In the event that
the Company fails to consummate a Business Combination within 18 months from
the effective date (“Effective Date”) of the registration statement relating to
the IPO (or 24 months under the circumstances described in the prospectus
relating to the IPO), the undersigned will take all reasonable actions within
his power to (i) cause the Trust Fund (as defined in the Letter of Intent) to
return capital held in the Trust Fund to the holders of IPO Shares and (ii)
cause the Company to dissolve as soon as reasonably practicable after such
return of capital held in the Trust Fund and dissolution of the Company. Except
with respect to any of the IPO Shares, as defined herein, acquired by the
undersigned in connection with or following the IPO, the undersigned hereby
waives any and all right, title, interest or claim of any kind (“Claim”) in or
to any rights in the Trust Fund, and any remaining net assets of the Company
as a result of such return of capital held in the Trust Fund and the
dissolution of the Company and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and will not seek recourse against the
Trust Fund for any reason whatsoever.


 


2.             In order to
minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any
suitable opportunity 


 

















 


(in the reasonable judgment
of the undersigned) to acquire an operating business to which it becomes aware,
until the earlier of the consummation by the Company of a Business Combination,
the dissolution of the Company or until such time as the undersigned ceases to
be an officer or director of the Company, subject to any pre-existing fiduciary
and contractual obligations the undersigned might have.


 


3.             The undersigned acknowledges and
agrees that it will take all reasonable actions within his power to ensure that
the Company will not consummate any Business Combination which involves a
company which is affiliated with any of the Insiders unless the Company
obtains an opinion from an independent investment banking firm which is a
member of the National Association of Securities Dealers, Inc. and is
reasonably acceptable to Morgan Joseph that the Business Combination is fair to
the Company’s stockholders from a financial perspective.


 


4.             Neither the undersigned, any
member of the family of the undersigned, nor any affiliate of the undersigned
(“Affiliate”) will be entitled to receive and will not accept any compensation
for services rendered to the Company prior to the consummation of the Business
Combination.


 


5.             Neither the undersigned, any member
of the family of the undersigned, nor any Affiliate will be entitled to receive
or accept a finder’s fee or any other compensation in the event the
undersigned, any member of the family of the undersigned or any Affiliate
originates a Business Combination.


 


6.             The undersigned’s
biographical information furnished to the Company and Morgan Joseph and
attached hereto as Exhibit A is true and accurate in all respects, and does not
omit any material information with respect to the undersigned’s academic and
professional background. The undersigned’s Questionnaire previously furnished
to the Company and Morgan Joseph is true and accurate in all material respects.
The undersigned represents and warrants that:


 


(a)           he is not subject to
or a respondent in any legal action for, any injunction, cease-and-desist order
or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction;


 


(b)           he has never been
convicted of or pleaded guilty to any crime (i) involving any fraud or (ii)
relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities, and he is not currently
a defendant in any such criminal proceeding; and


 


(c)           he has never been
suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration
denied, suspended or revoked.


 


7.             The undersigned has
full right and power, without violating any agreement 


 

















 


by which he is bound, to
enter into this letter agreement and to serve as a director of the Company.


 


8.             In connection with
the customary due diligence practices of Morgan Joseph with respect to
companies for which Morgan Joseph enters into underwriting agreements related
to initial public offerings for such companies, and during the period prior to
the Effective Date, the undersigned authorizes any employer, financial
institution, or consumer credit reporting agency to release to Morgan Joseph
and its legal representatives or agents (including any investigative search
firm retained by Morgan Joseph) any information they may have about the
undersigned’s background and finances (“Information”). Neither Morgan Joseph
nor its agents shall be violating the undersigned’s right of privacy in any
manner in requesting and obtaining the Information during the period prior to
the Effective Date and the undersigned hereby releases them from liability for
any damage whatsoever in that connection.


 


9.             In connection with
the vote required to consummate a Business Combination, the undersigned agrees
that he will vote all shares of common stock, par value $0.001, owned by him
prior to the IPO (“Insider Shares”) in accordance with the majority of the
votes cast by the holders of the IPO Shares, and all shares of common stock
acquired in connection with or following the IPO “For” a Business Combination.


 


10.           The undersigned will
escrow his Insider Shares for the period commencing on the Effective Date and
ending on the third anniversary of the Effective Date, subject to the terms of
a Stock Escrow Agreement which the Company will enter into with the undersigned
and an escrow agent acceptable to the Company.


 


11.           This letter agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The
undersigned hereby (i) agrees that any action, proceeding or claim against him
arising out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the
United States of America for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive, (ii)
waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum and (iii) irrevocably agrees to appoint
Ellenoff Grossman & Schole LLP as agent for the service of process in the
State of New York to receive, for the undersigned and on his behalf, service of
process in any Proceeding. If for any reason such agent is unable to act as
such, the undersigned will promptly notify the Company and Morgan Joseph and
appoint a substitute agent acceptable to each of the Company and Morgan Joseph
within 30 days and nothing in this letter will affect the right of either party
to serve process in any other manner permitted by law.


 


12.           As used herein, (i) a “Business
Combination” shall mean an acquisition by 


 

















 


merger,
capital stock exchange, asset or stock acquisition, reorganization or
otherwise, of an operating business or businesses in the media, entertainment
and/or telecommunications industries; (ii) “Insiders” shall mean all officers,
directors and stockholders of the Company immediately prior to the IPO; and
“IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.


 


 


	
   

  	
  Henry
  Goldberg

  	
   

  
	
   

  	
  Print
  Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Henry Goldberg

  	
   

  
	
   

  	
  Signature

  
				



 

















 


EXHIBIT A


 


Henry
Goldberg has been a
Director since April 2006. He is a founding partner of Goldberg, Godles, Wiener
& Wright, a telecommunications and information technology law firm in
Washington D.C. formed in 1983. From 1975 to 1983, Mr. Goldberg was a
partner with Verner, Liipfert, Berhard & McPherson in Washington D.C. From
1971 through 1975, Mr. Goldberg was Deputy General Counsel & General
Counsel in the White House Office of Telecommunications Policy.
Mr. Goldberg received an A.B. degree from Boston University in 1961 and
received his LLB, cum laude, from Columbia University in 1964. Mr. Goldberg
is a member of the American Bar Association (ABA) Committee on Agency Rule
Making and its Special Committee on Communications. Mr. Goldberg was the
past Chairman of the ABA Committee on Communications. He is also a member of
the International Bar Association (IBA) and former Co-Chairman of its
Communications Committee. Mr. Goldberg is a member of the Federal
Communications Bar Association (FCBA) and has been the Co-Chairman of the FCBA
Engineering and Technical Practice Committee from 1996 to the present.