0001193125-07-214133 Sample Contracts

October 3, 2007
Heckmann CORP • October 5th, 2007 • 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.

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HECKMANN CORPORATION AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
Subscription 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”).

Units Heckmann Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • October 5th, 2007 • Heckmann CORP • Blank checks • New York
CO-INVESTMENT SECURITIES PURCHASE AGREEMENT
Co-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.”

AMENDED AND RESTATED WARRANT AGREEMENT
Warrant 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, 2007
Heckmann CORP • October 5th, 2007 • 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.

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