0001193125-07-142952 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • June 26th, 2007 • Heckmann CORP • New York

THIS WARRANT AGREEMENT (this “Agreement”) is made as of the 21st day of June, 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”).

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HECKMANN CORPORATION INITIAL UNIT SUBSCRIPTION AGREEMENT
Initial Unit Subscription Agreement • June 26th, 2007 • Heckmann CORP • Delaware

THIS INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 21st day of June, 2007, by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Alfred E. Osborne, Jr. (“Purchaser”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 26th, 2007 • Heckmann CORP • New York
HECKMANN CORPORATION UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • June 26th, 2007 • Heckmann CORP • Delaware

THIS UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 21st day of June, 2007, by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Lou L. Holtz (“Purchaser”).

SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • June 26th, 2007 • Heckmann CORP • New York

THIS SECURITIES ESCROW AGREEMENT, dated as of , 2007 (this “Agreement”), by and among Heckmann Corporation, a Delaware corporation (the “Company”), each of the parties set forth on Exhibit A annexed hereto (collectively the “Private Investors”) and American Stock Transfer & Trust Company (the “Escrow Agent”).

HECKMANN CORPORATION UNIT AND WARRANT SUBSCRIPTION AGREEMENT
Unit and Warrant Subscription Agreement • June 26th, 2007 • Heckmann CORP • Delaware

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 21st day of June, 2007, by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Heckmann Acquisition, LLC, a Delaware limited liability company (“Purchaser”).

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