0000950123-08-003727 Sample Contracts

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JWL PARTNERS ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENT
Warrant 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 AGREEMENT
Warrant 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”).

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 Offering
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 12 hereof.

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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.

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