October 3, 2007Underwriting Agreement • October 5th, 2007 • Heckmann CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and among Heckmann Corporation, a Delaware corporation (the “Company”), Credit Suisse Securities (USA) LLC, Roth Capital Partners, LLC and Morgan Joseph & Co. Inc. (together, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 13 hereof.
HECKMANN CORPORATION AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 5th, 2007 • Heckmann CORP • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 3rd day of October, 2007, by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Heckmann Acquisition, LLC, a Delaware limited liability company (“Purchaser”).
CO-INVESTMENT SECURITIES PURCHASE AGREEMENTCo-Investment Securities Purchase Agreement • October 5th, 2007 • Heckmann CORP • Blank checks • Delaware
This Co-Investment Securities Purchase Agreement (this “Agreement”), dated as of October 3, 2007, is made and entered into by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Richard J. Heckmann (“Buyer”). Buyer and the Company are collectively referred to herein as the “Parties.”
Units Heckmann Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2007 • Heckmann CORP • Blank checks • New York
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • October 5th, 2007 • Heckmann CORP • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of the 3rd day of October, 2007 between Heckmann Corporation, a Delaware corporation, with offices at 75080 Frank Sinatra Dr., Palm Desert, California 92211 (the “Company”), and American Stock Transfer & Trust Company, with offices at 59 Maiden Lane, New York, New York 10038 (the “Warrant Agent”).
October 3, 2007Underwriting Agreement • October 5th, 2007 • Heckmann CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and among Heckmann Corporation, a Delaware corporation (the “Company”), Credit Suisse Securities (USA) LLC, Roth Capital Partners, LLC and Morgan Joseph & Co., Inc. (together, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 11 hereof.
