0000950123-08-001317 Sample Contracts

JWL PARTNERS ACQUISITION CORP. AMENDED AND RESTATED INITIAL UNIT SUBSCRIPTION AGREEMENT
Initial Unit Subscription Agreement • February 8th, 2008 • JWL Partners Acquisition Corp. • Delaware

THIS AMENDED AND RESTATED INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of February, 2008, by and between JWL Partners Acquisition Corp., a Delaware corporation (the “Company”), and Alan Gelband (“Purchaser”).

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AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • February 8th, 2008 • JWL Partners Acquisition Corp. • New York

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of the 1st day of February, 2008 between JWL Partners Acquisition Corp., a Delaware corporation, with offices at 9 West 57th Street, 26th Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer and Trust Company, with offices at 17 Battery Place, 8th Floor, New York, New York 10004 (the “Warrant Agent”).

FORM OF SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • February 8th, 2008 • JWL Partners Acquisition Corp. • New York
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