0001047469-06-008681 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • June 21st, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York

This Agreement (this “Agreement”) is made as of [________] [ ], 2006 between Shermen WSC Acquisition Corp., a Delaware corporation, with offices at c/o The Shermen Group, 1251 Avenue of the Americas, Suite 900, New York, New York 10020 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

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Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:
Shermen WSC Acquisition Corp • June 21st, 2006 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

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FOUNDER WARRANT AGREEMENT
Founder Warrant Agreement • June 21st, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York

This Agreement (the “Agreement”) is made as of [ ], 2006 between Shermen WSC Acquisition Corp., a Delaware corporation, with offices at c/o The Shermen Group, 1251 Avenue of the Americas, Suite 900, New York, New York 10020 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

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SHERMEN WSC ACQUISITION CORP. FOUNDER WARRANT PURCHASE AGREEMENT
Founder Warrant • June 21st, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York

THIS FOUNDER WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of [ ], 2006 between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Shermen WSC Holding LLC, on the other hand (the “Purchaser”).

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • June 21st, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of [ ], 2006 (“Agreement”), by and among SHERMEN WSC ACQUISITION CORP., a Delaware corporation (“Company”), JOHN E. TOFFOLON, JR., JOSEPH F. PROCHASKA, DONALD D. POTTINGER and SHERMEN WSC HOLDING LLC (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

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Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:
Shermen WSC Acquisition Corp • June 21st, 2006 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.

Sample 1Sample 2
Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:
Shermen WSC Acquisition Corp • June 21st, 2006 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

Sample 1
Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:
Shermen WSC Acquisition Corp • June 21st, 2006 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.

Sample 1
SHERMEN CAPITAL PARTNERS, LLC OFFICE SERVICES AGREEMENT
Office Services Agreement • June 21st, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York

This Agreement is dated , 2006 and is entered into between Shermen Capital Partners, LLC (“Firm”) and Shermen WSC Acquisition Corp. (“Client”).

Sample 1
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