exv10w19






EXHIBIT 10.19




FORM OF LOCK-UP AGREEMENT 



November 2, 2010




Swisher Hygiene Inc. f/k/a

CoolBrands International Inc. (“CoolBrands”)

4725 Piedmont Row Drive, Suite 400

Charlotte, NC 28210



RE: PROPOSED MERGER OF COOLBRANDS AND SWISHER



Ladies and Gentlemen:




     The undersigned understands that CoolBrands and Swisher International Inc. (“Swisher”) have
entered into a merger agreement (the “Merger Agreement”) dated August 17, 2010, pursuant to which a
wholly-owned subsidiary of CoolBrands will merge with and into Swisher, and as a result, Swisher
will become a wholly-owned subsidiary of CoolBrands (the “Merger”). The undersigned is a
beneficial owner of certain shares of common stock of Swisher. Pursuant to the Merger Agreement,
upon consummation of the Merger the undersigned will be entitled to receive, directly or
indirectly, a certain number of common shares of CoolBrands (“Undersigned’s CoolBrands Shares”) in
exchange for the common stock of Swisher beneficially owned by the undersigned. Any capitalized
terms used herein but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.



     In consideration of the benefit that the Merger will confer upon Swisher, the undersigned
hereby agrees not to, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter
into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal
with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option
to purchase, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into
any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with,
whether through the facilities of a stock exchange, by private placement or otherwise, any of the
Undersigned’s CoolBrands Shares for a period ending upon the earlier of (i) the public release of
CoolBrands’ earnings for fiscal year 2011 or (ii) March 31, 2012, unless (among other exceptions)
(a) it first obtains the prior written consent of CoolBrands, which consent will not be
unreasonably withheld or delayed, or (b) following the completion of the Merger, there occurs a
take-over bid or similar transaction involving a change of control of CoolBrands.



     In addition, notwithstanding the foregoing, the undersigned may: (a) transfer, sell or
otherwise dispose of any or all of such Undersigned’s CoolBrands Shares to (i) a spouse, parent,
child or grandchild of the undersigned (a “Relation”), (ii) corporations, partnerships, limited
liability companies or other entities to the extent that such entities are wholly-owned by the
undersigned, (iii) any trusts existing solely for the benefit of such undersigned and/or a
Relation, solely to the extent that in clauses (i), (ii) and (iii) the recipient of the
Undersigned’s CoolBrands Shares execute an agreement stating that the



 









 





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transferee is receiving and holding such securities subject to the provisions of this Lock-Up
Agreement and there shall be no further transfer of such securities except in accordance with this
Lock-Up Agreement; and (b) pledge the Undersigned’s CoolBrands Shares to a bank or other financial
institution for the purpose of giving collateral for a debt made in good faith. Notwithstanding
the foregoing, the provisions of this Lock-Up Agreement shall immediately terminate and be
unenforceable upon the death of the undersigned.




     The undersigned hereby acknowledges that CoolBrands is relying upon this lock-up in proceeding
toward consummation of the Merger and Transactions contemplated in the Merger Agreement. The
undersigned further understands that this lock-up is irrevocable and shall be binding upon such
undersigned’s legal representatives, successors, and permitted assigns, and shall enure to the
benefit of CoolBrands and its successors and permitted assigns.



     The undersigned hereby represents and warrants that he/she has full power and authority to
enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any
additional documents necessary or desirable in connection with the enforcement hereof.



     This Lock-Up Agreement will be governed by the internal laws of the State of Delaware without
regard to its conflict of laws principles.



     This Lock-Up Agreement may be executed in any number of separate counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which together shall constitute one and the same agreement. A single copy of
this Lock-Up Agreement delivered by facsimile, electronic mail or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Lock-Up Agreement.



	 	 	 

	 

	 	Very truly yours,
	 
	 	 
	 

	 	 
	Witness
	 	 
	 
	 	 
	 

	 	Number of Undersigned’s CoolBrands Shares subject to this Lock-Up Agreement:
	 
	 	 
	 

	 	 




CoolBrands hereby acknowledges this Lock-Up Agreement, this 2nd day of November, 2010.




	 	 	 	 	 

	SWISHER HYGIENE INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title: