0001104659-05-061813 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2005 • H D Partners Acquisition CORP • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 200 , by and among HD Partners Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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WARRANT AGREEMENT
Warrant Agreement • December 20th, 2005 • H D Partners Acquisition CORP • New York

Agreement made as of , 200 between HD Partners Acquisition Corporation, a Delaware corporation, with offices at 2601 Ocean Park Boulevard, Suite 320, Santa Monica, California 90405 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (“Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 20th, 2005 • H D Partners Acquisition CORP • New York

This Agreement is made as of , 2006 by and between HD Partners Acquisition Corporation (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).

HD PARTNERS ACQUISITION CORPORATION
Office Space and Services Agreement • December 20th, 2005 • H D Partners Acquisition CORP
STOCK ESCROW AGREEMENT
Stock Escrow Agreement • December 20th, 2005 • H D Partners Acquisition CORP • New York

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”).

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