JWL PARTNERS ACQUISITION CORP. AMENDED AND RESTATED INITIAL UNIT SUBSCRIPTION AGREEMENTInitial Unit Subscription Agreement • February 8th, 2008 • JWL Partners Acquisition Corp. • Delaware
THIS AMENDED AND RESTATED INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of February, 2008, by and between JWL Partners Acquisition Corp., a Delaware corporation (the “Company”), and Alan Gelband (“Purchaser”).
Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between JWL Partners Acquisition Corp., a Delaware corporation (the “Company”), and...JWL Partners Acquisition Corp. • April 2nd, 2008 • Blank checks
JWL PARTNERS ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • April 2nd, 2008 • JWL Partners Acquisition Corp. • Blank checks • Delaware
THIS WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 5th day of February, 2008, by and between JWL Partners Acquisition Corp., a Delaware corporation (the “Company”), and Michael A. Popson (“Purchaser”).
JWL PARTNERS ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • April 2nd, 2008 • JWL Partners Acquisition Corp. • Blank checks • Delaware
THIS WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 5th day of February, 2008, by and between JWL Partners Acquisition Corp., a Delaware corporation (the “Company”), and Jerry W. Levin (“Purchaser”).
FORM OF SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 8th, 2008 • JWL Partners Acquisition Corp. • New York
JWL Partners Acquisition Corp. 9 West 57th Street, 26th Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:JWL Partners Acquisition Corp. • April 2nd, 2008 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between JWL Partners Acquisition Corp., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, acting as the representative (the “Representative”) of the several underwriters (collectively, 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 $0.0001 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.
Re: Initial Public OfferingJWL Partners Acquisition Corp. • April 2nd, 2008 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”), to be entered into by and between JWL Partners Acquisition Corp., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, acting as the representative (the “Representative”) of the several underwriters (collectively, 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 $0.0001 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 12 hereof.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 2nd, 2008 • JWL Partners Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2008, by and between JWL Partners Acquisition Corp., a Delaware corporation (the “Company”), with its principal offices located at 9 West 57th Street, 26th floor, New York, NY 10019, and Continental Stock Transfer & Trust Company (the “Trustee”), located at 17 Battery Place, New York, NY 10004.
AMENDED AND RESTATED WARRANT AGREEMENTAnd Restated Warrant Agreement • February 8th, 2008 • JWL Partners Acquisition Corp. • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of the 1st day of February, 2008 between JWL Partners Acquisition Corp., a Delaware corporation, with offices at 9 West 57th Street, 26th Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer and Trust Company, with offices at 17 Battery Place, 8th Floor, New York, New York 10004 (the “Warrant Agent”).
