0001104659-06-084460 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • December 29th, 2006 • HD Partners Acquisition CORP • Blank checks • New York

Agreement made as of June 7, 2006 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”).

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WARRANT CLARIFICATION AGREEMENT
Warrant Clarification Agreement • December 29th, 2006 • HD Partners Acquisition CORP • Blank checks • New York

This Warrant Clarification Agreement (this “Agreement”), dated December 29, 2006, is to the Warrant Agreement, dated as of June 7, 2006 (the “Warrant Agreement”), by and between HD Partners Acquisition Corporation, a Delaware corporation (“Company”), and American Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

AMENDMENT TO UNIT PURCHASE OPTION
Unit Purchase Option • December 29th, 2006 • HD Partners Acquisition CORP • Blank checks • New York

This AMENDMENT TO UNIT PURCHASE OPTION (this ‘‘Amendment’’), dated December 29, 2006, is made by and between HD Partners Acquisition Corporation (the ‘‘Company’’) and the holder designated on the signature page hereof (‘‘Holder’’), to that certain Unit Purchase Option referred to below.

December 29, 2006 HD Partners Acquisition Corporation
HD Partners Acquisition CORP • December 29th, 2006 • Blank checks
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