Exhibit
10.2


 


STOCK
ESCROW AGREEMENT


 


                                STOCK ESCROW
AGREEMENT, dated as of _________, 200_ (“Agreement”), by and among the parties
listed under Existing Stockholder on Exhibit A hereto (each an “Existing
Stockholder” and collectively the “Existing Stockholders”) and AMERICAN STOCK
TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).


 


                                WHEREAS, the
Company has entered into an Underwriting Agreement, dated _____________, 200_ (“Underwriting
Agreement”), with Morgan Joseph & Co. Inc. acting as representative (“Representative”)
of the several underwriters (collectively, the “Underwriters”), pursuant to
which, among other matters, the Underwriters have agreed to purchase 10,000,000
(11,500,000 if the over-allotment is exercised) units (“Units”) of the
Company.  Each Unit consists of one share
of the Company’s common stock, par value $.001 per share (“Common Stock”), and
two Warrants, each Warrant to purchase one share of Common Stock, all as more
fully described in the Company’s final Prospectus, dated _____________, 200_ (“Prospectus”)
comprising part of the Company’s Registration Statement on Form S-1 (File
No. 333-_______) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on _____________, 2006 (“Effective Date”).


 


                                WHEREAS, the
Existing Stockholders have agreed as a condition of the sale of the Units to
deposit its shares of Common Stock of the Company, as set forth opposite its
name in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as
hereinafter provided.


 


                                WHEREAS, the
Company and the Existing Stockholders desire that the Escrow Agent accept the
Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


 


                                IT IS AGREED:


 


                1.             Appointment of Escrow Agent.  The Company and the Existing Stockholders
hereby appoint the Escrow Agent to act in accordance with and subject to the
terms of this Agreement and the Escrow Agent hereby accepts such appointment
and agrees to act in accordance with and subject to such terms.


 


                2.             Deposit of Escrow Shares.  On or before the Effective Date, the Existing
Stockholders shall deliver to the Escrow Agent a certificate representing their
respective Escrow Shares, to be held and disbursed subject to the terms and
conditions of this Agreement.  The
Existing Stockholders acknowledge that the certificates representing their
respective Escrow Shares are legended to reflect the deposit of such Escrow
Shares under this Agreement.


 


                3.             Disbursement of the Escrow
Shares.  The Escrow Agent shall hold
the Escrow Shares until the third anniversary of the Effective Date (“Escrow
Period”), on which date it shall, upon written instructions from the Existing
Stockholders, disburse the Existing Stockholders’ Escrow Shares to the Existing
Stockholders; provided, however, that if the Escrow Agent is notified by the
Company pursuant to Section 6.7 hereof that the Company is being liquidated at
any time during the Escrow Period, then immediately prior to the effectiveness
of such liquidation, the Escrow Agent shall promptly destroy the certificates
representing the Escrow Shares and the Escrow Shares shall no longer be
considered issued and outstanding securities of the Company; provided further,
however, that if, after the Company consummates a Business Combination (as such
term is defined in the Registration Statement), it (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange or other similar
transaction which results in all of the stockholders of such entity having the
right to exchange their shares of Common Stock for cash, securities or other
property, then the Escrow Agent will, upon receipt of a certificate, executed
by the Chief Executive Officer or Chief Financial Officer of the


 





















 


Company,
in form reasonably acceptable to the Escrow Agent, that such transaction is
then being consummated, release the Escrow Shares to the Existing Stockholders
upon consummation of the transaction so that it can similarly participate.  The Escrow Agent shall have no further duties
hereunder after the disbursement or destruction of the Escrow Shares in
accordance with this Section 3.


 


                4.             Rights of Existing Stockholder
in Escrow Shares.


 


                                4.1           Voting Rights as a Stockholder.  Subject to the terms of the Insider Letter
described in Section 4.4 hereof and except as herein provided, the Existing
Stockholders shall retain all of their rights as stockholders of the Company
during the Escrow Period, including, without limitation, the right to vote such
shares.


 


                                4.2           Dividends and Other Distributions
in Respect of the Escrow Shares. 
During the Escrow Period, all dividends payable in cash with respect to
the Escrow Shares shall be paid to the Existing Stockholders, but all dividends
payable in stock or other non-cash property (“Non-Cash Dividends”) shall be
delivered to the Escrow Agent to hold in accordance with the terms hereof.  As used herein, the term “Escrow Shares”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


                                4.3           Restrictions on Transfer.  During the Escrow Period, no sale, transfer
or other disposition may be made of any or all of the Escrow Shares except (i)
upon the dissolution and liquidation of the Existing Stockholders and the
distribution of assets to its partners; (ii) by gift to a immediate family member
of the Existing Stockholders’ partners or to a trust, the beneficiary of which
is a partner of the Existing Stockholders or a member of the immediate family
of the Existing Stockholders’ partners, (iii) by virtue of the laws of descent
and distribution upon death of any partner of the Existing Stockholders, or
(iv) pursuant to a qualified domestic relations order; provided, however, that
such permissive transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this
Agreement and of the Insider Letter signed by the Existing Stockholders
transferring the Escrow Shares.  During
the Escrow Period, the Existing Stockholders shall not pledge or grant a
security interest in the Escrow Shares or grant a security interest in its
rights under this Agreement.


 


                                4.4           Insider Letters.  The Existing Stockholders have executed a
letter agreement with the Representative and the Company, dated as indicated on
Exhibit A hereto, and which is filed as an exhibit to the Registration
Statement (“Insider Letter”), respecting the rights and obligations of such
Existing Stockholders in certain events, including but not limited to the
liquidation of the Company.


 


                5.             Concerning the Escrow Agent.


 


                                5.1           Good Faith Reliance.  The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons.  The Escrow Agent shall not be bound by any
notice or demand, or any waiver, modification, termination or rescission of
this Agreement unless evidenced by a writing delivered to the Escrow Agent
signed by the proper party or


 


2





















 


parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall
have given its prior written consent thereto.


 


                                 5.2          Indemnification.  The Escrow Agent shall be indemnified and
held harmless by the Company from and against any expenses, including counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with
any action, suit or other proceeding involving any claim which in any way,
directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder,
other than expenses or losses arising from the gross negligence or willful
misconduct of the Escrow Agent.  Promptly
after the receipt by the Escrow Agent of notice of any demand or claim or the
commencement of any action, suit or proceeding, the Escrow Agent shall notify
the other parties hereto in writing.  In
the event of the receipt of such notice, the Escrow Agent, in its sole
discretion, may commence an action in the nature of interpleader in an
appropriate court to determine ownership or disposition of the Escrow Shares or
it may deposit the Escrow Shares with the clerk of any appropriate court or it
may retain the Escrow Shares pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties hereto directing to
whom and under what circumstances the Escrow Shares are to be disbursed and
delivered.  The provisions of this
Section 5.2 shall survive in the event the Escrow Agent resigns or is
discharged pursuant to Sections 5.5 or 5.6 below.


 


                                5.3           Compensation.  The Escrow Agent shall be entitled to
reasonable compensation from the Company for all services rendered by it
hereunder.  The Escrow Agent shall also
be entitled to reimbursement from the Company for all expenses paid or incurred
by it in the administration of its duties hereunder including, but not limited
to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges.


 


                                5.4           Further Assurances.  From time to time on and after the date
hereof, the Company and the Existing Stockholders shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall
do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.


 


                                5.5           Resignation.  The Escrow Agent may resign at any time and
be discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and such resignation shall become effective as
hereinafter provided.  Such resignation
shall become effective at such time that the Escrow Agent shall turn over to a successor
escrow agent appointed  by the Company,
the Escrow Shares held hereunder.  If no
new escrow agent is so appointed within the 60 day period following the giving
of such notice of resignation, the Escrow Agent may deposit the Escrow Shares
with any court it reasonably deems appropriate.


 


                                5.6           Discharge of Escrow Agent.  The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly, provided, however, that such
resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 5.5.


 


                                5.7           Liability.  Notwithstanding anything herein to the
contrary, the Escrow Agent shall not be relieved from liability hereunder for
its own gross negligence or its own willful misconduct.


 


3





















 


                6.             Miscellaneous.


 


                                6.1           Governing Law.  This Agreement shall for all purposes be
deemed to be made under and shall be construed 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.


 


                                6.2           Third Party Beneficiaries.  The Existing Stockholders hereby acknowledge
that the Underwriters are third party beneficiaries of this Agreement and this
Agreement may not be modified or changed without the prior written consent of
the Representative.


 


                                6.3           Entire Agreement.  This Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to the charged.


 


                                6.4           Headings.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation thereof.


 


                                6.5           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns.


 


                                6.6           Notices.  Any notice or other communication required or
which may be given hereunder shall be in writing and either be delivered
personally or be mailed, certified or registered mail, or by private national
courier service, return receipt requested, postage prepaid, and shall be deemed
given when so delivered personally or, if mailed, two days after the date of
mailing, as follows:


 


	
   

  	
  If to the Company, to:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HD Partners Acquisition
  Corporation

  
	
   

  	
   

  	
  2601 Ocean Park Boulevard

  
	
   

  	
   

  	
  Suite 320

  
	
   

  	
   

  	
  Santa Monica, California
  90405

  
	
   

  	
   

  	
  Attn:

  	
  Bruce
  Lederman, Executive Vice President & Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If
  to a Stockholder, to his address set forth in Exhibit A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  and if to the Escrow
  Agent, to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  American Stock Transfer & Trust Company

  
	
   

  	
   

  	
  59
  Maiden Lane

  
	
   

  	
   

  	
  Plaza
  Level

  
	
   

  	
   

  	
  New
  York, New York 10038

  
	
   

  	
   

  	
  Attn:

  	
  Herb
  Lemmer, Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A
  copy of any notice sent hereunder shall be sent to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Morgan Joseph & Co.
  Inc.

  
	
   

  	
   

  	
  600 Fifth Avenue, 19th
  Floor

  
	
   

  	
   

  	
  New York, New York 10020

  
							



 


4





















 


	
   

  	
   

  	
  Attn:

  	
  Mary Lou Malanoski

  	
   

  
	
   

  	
   

  	
  Fax No.: 

  	
  (212) 218-3718

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  and:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DLA Piper Rudnick Gray
  Cary US LLP

  
	
   

  	
   

  	
  1251 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, New York
  10020-1104

  
	
   

  	
   

  	
  Attn: 

  	
  Jonathan Klein, Esq.

  
	
   

  	
   

  	
  Fax No.: 

  	
  (212) 835-6001

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  and:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ellenoff Grossman &
  Schole LLP

  
	
   

  	
   

  	
  370 Lexington Avenue

  
	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
  Attn:

  	
  Douglas
  S. Ellenoff, Esq.

  	
   

  
	
   

  	
   

  	
  Fax
  No.: 

  	
  (212)
  370-7889

  	
   

  
								



 


                                The parties may
change the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner
provided herein for giving notice.


 


                                 6.7          Liquidation of the Company.  The Company shall give the Escrow Agent
written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate a Business Combination within the
time period(s) specified in the Prospectus.


 


6.8           Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


[Remainder of page intentionally left blank]


 


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                IN WITNESS
WHEREOF, this Stock Escrow Agreement has been duly executed by the parties
hereto as of the date first above written.


 


	
   

  	
   

  	
  HD
  PARTNERS ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXISTING
  STOCKHOLDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert Lewis Meyers and
  Karen L. Meyers Family Trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cox-King Family Living
  Trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chapman Revocable Trust
  dated February 27, 2001

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lederman Family Trust
  dated January 17, 2000

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


6





















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN
  STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


7





















 


 


EXHIBIT A


 


	
  Name and Address of

  Existing Stockholder

  	
   

  	
  Number

  of Shares

  	
   

  	
  Stock

  Certificate Number

  	
   

  	
  Date of

  Insider Letter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert Lewis Meyers and
  Karen L. Meyers Family Trust c/o HD Partners Acquisition Corporation 2601 Ocean Park Boulevard, Suite 320
  Santa Monica, California 90405

  	
   

  	
  500,000

  	
   

  	
  1

  	
   

  	
  ________
  __, 200_

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cox-King Family Living
  Trust c/o HD Partners Acquisition Corporation

  2601 Ocean Park Boulevard, Suite
  320

  Santa Monica, California 90405

  	
   

  	
  500,000

  	
   

  	
  2

  	
   

  	
  ________
  __, 200_

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chapman Revocable Trust
  dated February 27, 2001 c/o HD Partners Acquisition Corporation

  2601 Ocean Park Boulevard, Suite
  320

  Santa Monica, California 90405

  	
   

  	
  500,000

  	
   

  	
  3

  	
   

  	
  ________
  __, 200_

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lederman Family Trust
  dated January 17, 2000 c/o HD Partners Acquisition Corporation

  2601 Ocean Park Boulevard, Suite
  320

  Santa Monica, California 90405

  	
   

  	
  500,000

  	
   

  	
  4

  	
   

  	
  ________
  __, 200_

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eddy Hartenstein c/o HD
  Partners Acquisition Corporation

  2601 Ocean Park Boulevard, Suite
  320

  Santa Monica, California 90405

  	
   

  	
  500,000

  	
   

  	
  5

  	
   

  	
  ________
  __, 200_

  	
   

  



 


8