Exhibit
10.15


 


HD PARTNERS ACQUISITION CORPORATION


 


FOUNDING DIRECTOR WARRANT


PURCHASE AGREEMENT


 


THIS
FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of May
9, 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 2,250,000 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 2,250,000
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, prior to the effectiveness of the Registration Statement, an aggregate
of 2,250,000 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 effectiveness of the
Registration Statement. 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. prior to the
effectiveness of the Registration Statement. 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 MAY 9,
2006 WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED IN THE PURCHASE


 

















 


AGREEMENT, 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) 399-7303

  
	
   

  	
   

  	
   

  
	
  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:

  	
  /s/
  Eddy
  Hartenstein

  
	
   

  	
   

  	
  Eddy Hartenstein

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  THE PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  /s/ Lawrence Chapman

  
	
   

  	
  Lawrence Chapman

  
	
   

  	
   

  
	
   

  	
  /s/ Steven Cox

  
	
   

  	
  Steven Cox

  
	
   

  	
   

  
	
   

  	
  /s/ Eddy Hartenstein

  
	
   

  	
  Eddy Hartenstein

  
	
   

  	
   

  
	
   

  	
  /s/ Bruce Lederman

  
	
   

  	
  Bruce Lederman

  
	
   

  	
   

  
	
   

  	
  /s/ Robert Meyers 

  
	
   

  	
  Robert Meyers

  



 

















 


Exhibit
A


 


	
   

  	
   

  	
   

  	
   

  
	
  Lawrence Chapman

  	
   

  	
  $

  	
  450,000

  	
   

  
	
  Steven Cox

  	
   

  	
  $

  	
  450,000

  	
   

  
	
  Eddy Hartenstein

  	
   

  	
  $

  	
  450,000

  	
   

  
	
  Bruce Lederman

  	
   

  	
  $

  	
  450,000

  	
   

  
	
  Robert Meyers

  	
   

  	
  $

  	
  450,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  2,250,000