UNDERWRITING AGREEMENT between HD PARTNERS ACQUISITION CORPORATION and MORGAN JOSEPH & CO. INC. Dated: , 2006Underwriting Agreement • February 22nd, 2006 • H D Partners Acquisition CORP • Blank checks • New York
The undersigned, HD Partners Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.”, referred to herein variously as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENTForm of Founding Director Warrant Purchase Agreement • February 22nd, 2006 • H D Partners Acquisition CORP • Blank checks • Delaware
THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of February , 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.
