Exhibit 10.14


 


FORM OF WINDY CITY INVESTMENTS HOLDINGS, L.L.C.


 


CLASS A UNIT PURCHASE AGREEMENT


 


THIS
CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of [          ],
by and between Windy City Investments Holdings, L.L.C., a Delaware limited liability
company (the “Company”), and the undersigned below (“Executive”).
Capitalized terms used but not otherwise defined herein or in a Class B
Unit Grant Agreement (as defined below) shall have the meanings set forth in Section 8
hereof.


 


WHEREAS,
Executive desires to purchase Class A Units of the Company for cash, and
the Company has agreed to sell such Class A Units to Executive.


 


WHEREAS,
the Company has agreed to effect the sale of the Class A Units and,
subject to the terms and conditions set forth herein, in the LLC Agreement, the
Registration Agreement, and the Unitholders Agreement, Executive has agreed to
purchase such Class A Units.


 


NOW
THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the parties hereto agree as follows:


 


1.              Sale and Purchase of
Class A Units.


 


(a)           The Company has
authorized the sale and issuance to Executive of, and hereby sells and issues
to Executive, the number of total Class A Units of the Company indicated
in Column B of the Offering Schedule at a price per Class A Unit of $10
for an aggregate purchase price set forth in Column C of the Offering Schedule
(the “Purchase Price”). The Class A Units purchased pursuant to
this Section 2(a) shall constitute “Purchased Units.”


 


(b)           Payment of the
Purchase Price shall be made on the date hereof (the “Effective Date”)
by means of any combination of a check or wire transfer of immediately
available funds in an amount equal to the Purchase Price. The sale and issuance
of the Purchased Units is conditioned on the receipt in full of the Purchase
Price by the Company on the Effective Date.


 


2.              Purchase Terms.


 


(a)           Executive, intending
to be legally bound, hereby irrevocably subscribes for and purchases and
accepts the Purchased Units on the terms and conditions set forth herein. By
execution of this Agreement, Executive acknowledges that the Company is relying
upon the accuracy and completeness of the representations and warranties of
Executive contained herein in complying with its obligations under the
Securities Act and similar state securities laws. Executive acknowledges that
it is a condition to the Company’s issuance of the Purchased Units that
Executive become a party to the LLC Agreement, the Unitholders Agreement, and
the Registration Agreement simultaneous with the execution of this Agreement.


 


(b)           Until a Liquidity
Event, any certificates evidencing Class A Units (if such Class A
Units are certificated) shall be held by the Company for the benefit of
Executive and the


 

















 


other
holder(s) of Class A Units, if any. Any certificates evidencing
Class A Units held by Executive or Executive’s Permitted Transferee shall
be delivered by Executive to the Company, together with appropriate irrevocable
unit powers undated and duly executed in blank sufficient to transfer title
thereto upon the occurrence of a Liquidity Event other than an IPO or otherwise
upon a repurchase of such Units hereunder. Upon the occurrence of a Liquidity
Event other than an IPO, the Company shall either (i) return to the record
holders thereof any certificates representing the Units, together with unit
powers previously delivered by Executive, or (ii) deliver to the record
holders of the Class A Units all proceeds received by the Company from the
transfer of the Class A Units in connection with such Liquidity Event.
Upon the occurrence of an IPO, the Company shall return to the record holders
thereof any certificates representing public stock, together with unit powers
previously delivered by Executive. It is understood and agreed that the
Class A Units are currently uncertificated.


 


3.              Representations and
Warranties of the Company. As a material inducement to Executive to
enter into this Agreement and purchase the Purchased Units, the Company hereby
represents and warrants to Executive that:


 


(a)           Organization.
The Company is a limited liability company duly organized and validly existing
under the laws of the State of Delaware.


 


(b)           Authorization; No
Breach. The execution, delivery and performance of this Agreement have been
duly authorized by the Company. The execution, delivery and performance of this
Agreement and the consummation of the transactions provided for herein will not
result in the breach of any of the terms and provisions of, or constitute a
default under, or conflict with, or cause any acceleration of any other
obligation of the Company.


 


(c)           Capital of the
Company. As of the Restatement Date, and based upon the assumptions set
forth on Schedule A, the outstanding equity interests of the Company
consist of approximately the number of Class A Units and
Class A-Prime Units of the Company indicated on Schedule A. The
Company is not subject to any obligation (contingent or otherwise) to repurchase
or otherwise acquire or retire any of its equity interests or any warrants,
options or other rights to acquire its equity interests, except pursuant to the
LLC Agreement, the Registration Agreement, the Unitholders Agreement and the
management equity issuance agreements (related to Class A Units,
Class B Units, and Deferred Units) executed by the Company. All of the
Company’s outstanding Units, including the Units issued hereunder, are validly
issued.


 


4.              Executive’s Representations
and Warranties. In connection with the purchase and sale of the
Purchased Units hereunder, Executive hereby represents and warrants to the
Company that:


 


(a)           Executive’s
Investment Representations. Executive hereby represents that he, she or it
is acquiring the Purchased Units to be acquired by him, her or it hereunder for
his, her or its own account with the present intention of holding such
securities for investment purposes and that he, she or it has no intention of
selling such securities in a public distribution in violation of the federal
securities laws or any applicable state or foreign securities laws. Executive
acknowledges that the Units have not been registered under the Securities Act
or


 


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applicable
state or foreign securities laws and that the Units will be issued to Executive
in reliance on exemptions from the registration requirements of the Securities
Act and applicable state and foreign statutes and in reliance on Executive’s
representations and agreements contained herein and in the LLC Agreement.


 


(b)           No Conflict. The
execution, delivery and performance by Executive of this Agreement and the
consummation of the transactions contemplated hereby, do not and will not (with
or without the giving of notice, the lapse of time, or both) result in a
violation or breach of, conflict with, cause increased liability or fees, or
require approval, consent or authorization under (i) any Legal
Requirements applicable to Executive or (ii) any contract to which
Executive is a party or by which Executive or any of its properties or assets
may be bound or affected.


 


(c)           Other Representations and
Warranties of Executive. Executive hereby further represents and
warrants to the Company that:


 


(i)            Executive is an officer or employee of Nuveen or one of
its Subsidiaries;


 


(ii)           Executive acknowledges that this Agreement has been
executed and delivered, and the Purchased Units have been issued hereunder, in
connection with and as a part of the compensation and incentive arrangements
between the Company and Executive;


 


(iii)          Executive has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the Purchased Units to
be acquired by him, her or it hereunder and has had full access to such other information
concerning the Company (including access to the Company’s Certificate, the LLC
Agreement, the Unitholders Agreement, and an offering summary (including
exhibits thereto)) as Executive may have requested in making his, her or its
decision to invest in the Purchased Units being issued hereunder;


 


(iv)          Executive is an “accredited investor” as defined in
Rule 501(a) under the Securities Act and/or has, by reason of his or her
business and financial experience and the business and financial experience of
those retained by him or her such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of holding the Purchased Units such that Executive is sophisticated as
contemplated by Rule 506(b)(2)(ii) under the Securities Act;


 


(v)           Executive is able to bear the economic risk and lack of
liquidity of an investment in the Company and is able to bear the risk of loss
of his, her or its entire investment in the Company, and Executive fully
understands and agrees that he, she or it may have to bear the economic risk of
his, her or its purchase for an indefinite period of time because, among other
reasons, the Purchased Units have not been registered under the Securities Act
or under the securities laws of any state or foreign nation and, therefore,
cannot be resold, pledged, assigned or otherwise disposed of unless they are
subsequently registered under the Securities Act and under the applicable
securities laws


 


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of
certain states or foreign nations or unless an exemption from such registration
is available;


 


(vi)          Executive
acknowledges that the Purchased Units are subject to the restrictions contained
in the LLC Agreement, the Unitholders Agreement, and the Registration
Agreement, and Executive has received and reviewed a copy of the LLC Agreement,
the Unitholders Agreement, and the Registration Agreement;


 


(vii)         Executive will
not sell or otherwise transfer Purchased Units without registration under the
Securities Act (and any applicable federal, state and foreign securities laws)
or an exemption therefrom, and provided there exists such a registration for
exemption, any transfer of Purchased Units by Executive or subsequent holders
of Purchased Units will be in compliance with the provisions of this Agreement,
the LLC Agreement, the Registration Agreement and the Unitholders Agreement;


 


(viii)        Executive
acknowledges that any certificate representing Purchased Units shall include
such legend(s) as the Company determine are necessary or advisable;


 


(ix)           Executive has
all requisite legal capacity and authority and all material authorizations
necessary to carry out the transactions contemplated by this Agreement, the LLC
Agreement, the Registration Agreement and the Unitholders Agreement; and the
execution, delivery and performance of this Agreement, the LLC Agreement, the
Registration Agreement, the Unitholders Agreement and all other agreements
contemplated hereby and thereby to which Executive is a party and the purchase
of the Purchased Units hereunder have been duly authorized by Executive;


 


(x)            Executive has
relied on the advice of, or has consulted with, only his, her or its own legal,
financial and tax advisors and the determination of Executive to acquire the
Purchased Units pursuant to this Agreement has been made by Executive
independent of any statements or opinions as to the advisability of such
acquisition or as to the properties, business, prospects or condition
(financial or otherwise) of the Company which may have been made or given by
any other Person (including all Persons acquiring Purchased Units on the date
hereof) or by any agent or employee of such Person and independent of the fact
that any other Person has decided to become a unitholder of the Company; and


 


(xi)           Executive is
not acquiring the Purchased Units as a result of or subsequent to any
advertisement, article, notice or other communication published in any
newspaper, magazine, internet publication or similar media or broadcast over
television, radio or the internet or presented at any seminar or meeting, or
any solicitation of a subscription by a Person not previously known to
Executive in connection with investments in securities generally.


 


(d)           Additional Acknowledgements. As an
inducement to the Company to issue the Purchased Units to Executive and as a
condition thereto, Executive hereby acknowledges and agrees that:


 


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(i)            Neither the issuance of the Purchased Units to Executive
nor any provision contained in this Agreement, the LLC Agreement, the
Registration Agreement or the Unitholders Agreement shall entitle Executive to
remain in the employment of the Company and/or any of its Subsidiaries or
affect the right of the Company and/or any of its Subsidiaries to terminate
Executive’s employment at any time; and


 


(ii)           Except as required under the LLC Agreement, the
Registration Agreement, the Unitholders Agreement or applicable law, the
Company shall have no duty or obligation to disclose to Executive, and
Executive shall have no right to be advised of, any material information
regarding the Company and its Subsidiaries at any time.


 


5.               Compensatory Arrangements; Rule 701 Exemption. The Company
and Executive hereby acknowledge and agree that this Agreement has been
executed and delivered, and the Purchased Units have been issued hereunder, in
connection with and as a part of the compensation and incentive arrangements
between the Company and any of its Subsidiaries and Executive. Each of the
Units granted hereunder is intended to qualify for an exemption from the
registration requirements under the Securities Act, pursuant to Rule 701
(the “Exemption”) and under similar exemptions under applicable state
securities laws. In the event that any provision of this Agreement would cause
the Units granted hereunder to not qualify for the Exemption or any other
applicable such exemption from registration under the Securities Act, Executive
and the Company agree that this Agreement shall be deemed automatically amended
to the extent necessary to cause the Units to qualify for the Exemption.


 


6.              Restrictions Generally. The
Class A Units are subject to the provisions of the Unitholders Agreement,
the Registration Agreement and LLC Agreement which provide, among other things,
restrictions on transfer, certain drag-along and tag-along rights, holdback
provisions, and repurchase rights on the Class A Units held by Executive.
The Company acknowledges that certain limited transfers to Permitted
Transferees are permissible, as further detailed in the Unitholders Agreement
and the LLC Agreement.


 


7.              Additional Transfer
Restrictions.


 


(a)           Restrictive Legend. Any
certificates representing the Class A Units shall bear the following
legend:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE
PROVISIONS, AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CLASS A UNIT
PURCHASE AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE DATED AS OF DECEMBER 14,
2007, AND A UNITHOLDERS AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE DATED AS OF
DECEMBER 14, 2007 A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT
THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


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(b)           Transfer of
Class A Units. Prior to the Transfer of any Class A Units (other
than pursuant to a Public Sale or a Sale of the Company) to any Person, the
Transferring holder of Class A Units subject to this Agreement shall cause
the prospective Transferee to be bound by this Agreement, the LLC Agreement,
the Registration Agreement and the Unitholders Agreement and to execute and
deliver to the Company and the other unitholders of the Company a counterpart
of or joinder to the LLC Agreement, the Registration Agreement and the
Unitholders Agreement as a condition to the effectiveness of such Transfer.
Upon the execution and delivery of such counterpart or joinder by such Person,
subject to the requirements of the LLC Agreement, such Person’s acquired
Class A Units shall be “Class A Units” under this Agreement.


 


(c)           Opinion of
Counsel. No holder of Purchased Units may Transfer any Purchased Units
(except pursuant to an effective registration statement under the Securities
Act) without first delivering to the Company an opinion of counsel reasonably
acceptable in form and substance to the Company that registration under the
Securities Act or any applicable state securities law is not required in
connection with such transfer; provided that in the case of a Transfer to a
Permitted Transferee such opinion will be required only if reasonably requested
by the Company.


 


8.              Definitions.


 


(a)           For the purposes of
this Agreement, the following terms have the meanings set forth below:


 


“Act”
means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to
time, and including any successor statute.


 


“Affiliate”
has the meaning given such term in the LLC Agreement.


 


“Board”
means the Board of Managers of the Company.


 


“Class A
Units” has the meaning given such term in the LLC Agreement.


 


“Class B
Unit Grant Agreement” means the Class B Unit Grant Agreement as may be
in effect from time to time for holders of Class B Units.


 


“Class B
Units” has the meaning given such term in the LLC Agreement.


 


“Executive”
has the meaning set forth in the preamble.


 


“Investor
Member” has the meaning given such term in the LLC Agreement.


 


“IPO”
has the meaning given such term in the LLC Agreement.


 


“Legal
Requirement” means any law, treaty, statute, code, ordinance, decree,
administrative order, constitution, permit, directive, policy, standard, rule,
building, zoning, subdivision, health and safety and other land use laws,
regulation, or requirement of any government entity and all judicial,
quasi-judicial, administrative, quasi-administrative and


 


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arbitral
judgments, orders (including injunctions) decisions or awards of any government
entity, including general principles of common law, civil law and equity, in
each case having the force of law and binding on Executive, any property or his
assets.


 


“Liquidity
Event” has the meaning given such term in the Class B Unit Grant
Agreement.


 


“LLC
Agreement” means the Company’s Amended and Restated Limited Liability
Company Agreement as of the Effective Date (as the same may hereafter be
amended, supplemented or otherwise modified from time to time in accordance
with its terms).


 


“Merger”
means the merger of Merger Sub into Nuveen, pursuant to that certain Agreement
and Plan of Merger dated as of June 19, 2007 by and among Windy City
Investments, Inc., Merger Sub and Nuveen.


 


“Merger
Sub” means Windy City Acquisition Corp., a Delaware corporation.


 


“Nuveen”
means Nuveen Investments, Inc., a Delaware corporation.


 


“Offering
Schedule” means that Windy City Investments Holdings, L.L.C. Equity and
Deferred Unit Offering Schedule entered into by Executive.


 


“Permitted
Transferee” has the meaning given such term in the Unitholders Agreement.


 


“Person”
means any individual, partnership, corporation, association, joint stock
company, trust, joint venture, limited liability company, unincorporated
organization, governmental entity or department, agency or political
subdivision thereof.


 


“Public
Sale” has the meaning given to the term in the LLC Agreement.


 


“Sale
of the Company” has the meaning given such term in the LLC Agreement.


 


“Registration
Agreement” has the meaning given such term in the LLC Agreement.


 


“Restatement
Date” has the meaning given such term in the LLC Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time and any
successor statute, and any rules or regulations promulgated thereunder.


 


“Subsidiary”
has the meaning given such term in the LLC Agreement.


 


“Transfer”
has the meaning given such term in the LLC Agreement.


 


“Unit”
has the meaning given such term in the LLC Agreement.


 


“Unitholders
Agreement” means that certain Unitholders Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms, between the Company and certain of its unitholders.


 


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9.             Notices. Any notice provided
for in this Agreement must be in writing and must be personally delivered, sent
by telecopy with original to follow by overnight courier service, by first
class mail (postage prepaid and return receipt requested) or reputable
overnight courier service (charges prepaid) to the recipient at the addresses
indicated below:


 


Notices to the Company:


 


Windy
City Investments Holdings, L.L.C.


c/o
Madison Dearborn Partners


Three
First National Plaza


38th
Floor


Chicago,
Illinois 60602


Facsimile:
(312) 895-1056


Telephone:
(312) 895-1000


Electronic
mail: mtresnowski@MDCP.com


Attention:
General Counsel


 


with copies to (which shall not constitute notice):


 


Madison
Dearborn Capital Partners


Three
First National Plaza


38th
Floor


Chicago,
Illinois 60602


Facsimile:
(312) 895-1056


Telephone:
(312) 895-1000


Electronic
mail: mtresnowski@MDCP.com


Attention:
General Counsel


 


and


 


Kirkland &
Ellis LLP


200
East Randolph Drive


Chicago,
IL 60601


Facsimile:
(312) 861-2200


Telephone:
(312) 861-2000


Electronic
mail: rporter@kirkland.com


Attention:
Richard W. Porter, P.C.


Scott
D. Price


 


Notices to Executive:


 


At
the Executive’s address provided on the signature page hereto.


 


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with copies to (which shall not constitute notice):


 


McDermott
Will & Emery LLP


227
West Monroe Street, Suite 4400


Chicago,
IL 60606


Facsimile:
(312) 984-7700


Telephone:
(312) 984-2121


Electronic
mail: mharris@mwe.com


Attention:
Mark A. Harris


 


or
to such other address or to the attention of such other Person as the recipient
party has specified by prior written notice to the sending party. Any notice
under this Agreement shall be deemed to have been given when so delivered or,
if sent by telecopy the day of receipt, or if mailed, three days after deposit
in the U.S. mail (return receipt requested) and one day after deposit with a
reputable overnight courier service.


 


10.            General Provisions.


 


(a)           Transfers in
Violation of Agreement. Any Transfer or attempted Transfer of any Units in
violation of any provision of this Agreement, the LLC Agreement, or the
Unitholders Agreement shall be void, and the Company shall not record such
Transfer on its books or treat any purported transferee of such Units as the
owner of such Units for any purpose.


 


(b)           Irrevocability;
Binding Effect on Successors and Assigns. Executive hereby acknowledges and
agrees that, except as provided under applicable federal state, or foreign
securities laws, the purchase hereunder is irrevocable, that Executive is not
entitled to cancel, terminate or revoke this Agreement, the LLC Agreement, the
Unitholders Agreement or any agreements of Executive hereunder, and that this
Agreement, the LLC Agreement, the Unitholders Agreement and such other
agreements shall survive the death or disability of Executive and the merger,
consolidation or other reorganization of the Company and shall be binding upon
and inure to the benefit of the parties and their respective heirs, executors,
administrators, successors, legal representatives and assigns. If Executive is
more than one person, the obligations of Executive hereunder shall be joint and
several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his, her or its heirs, executors, administrators, successors, legal
representatives, and assigns (including subsequent holders of Units). The
agreements, representations, warranties and acknowledgments herein contained
shall be deemed to be made by and be binding upon the Company and its
successors and assigns (including the surviving corporation to any merger or
other reorganization of the Company).


 


(c)           Survival of
Covenants, Representations and Warranties. All covenants, representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement, the LLC
Agreement, and the Unitholders Agreement and the consummation of the
transactions contemplated hereby and thereby.


 


(d)           Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under


 


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any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


(e)           Complete
Agreement. This Agreement, the LLC Agreement, the Unitholders Agreement,
the Registration Agreement and those documents expressly referred to herein
embody the complete agreement and understanding among the parties with respect
to the subject matter hereof and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.


 


(f)            Counterparts.
This Agreement may be executed in two or more counterparts, any one of which
need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement.


 


(g)           Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.


 


(h)           No Strict
Construction. The language used in this Agreement shall be deemed to be the
language chosen by the parties hereto to express their collective mutual
intent, and no rule of strict construction shall be applied against any
person. The term “including” as used herein shall be by way of example, and
shall not be deemed to constitute a limitation of any term or provision
contained herein. Each defined term used in this Agreement has a comparable
meaning when used in its plural or singular form.


 


(i)            Governing Law.
All questions concerning the construction, validity, enforcement and
interpretation of this Agreement and the exhibits hereto shall be governed by
the internal law, and not the law of conflicts, of the State of Delaware.


 


(j)            WAIVER OF JURY
TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES
HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT
WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN
ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT
OR THE MATTERS CONTEMPLATED HEREBY.


 


(k)           Remedies.
Each of the parties to this Agreement shall be entitled to enforce its rights
under this Agreement specifically, to recover damages and costs (including
reasonable attorney’s fees) caused by any breach of any provision of this
Agreement and to exercise all other rights existing in its favor. The parties
hereto agree and acknowledge that money damages would not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in
its sole discretion apply to any court of law or equity of competent
jurisdiction (without posting any bond or deposit) for specific performance
and/or other injunctive relief in order to enforce or prevent any violations of
the provisions of this Agreement.


 


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(l)            Amendment and
Waiver. The provisions of this Agreement may be amended and waived with the
prior consent of the Board (on behalf of the Company and the Investor Members)
and the holders of a majority of the Class A Units issued pursuant to all Class A
Purchase Agreements, including this Agreement, entered into between the Company
and any Executive; provided that if such amendment or waiver would disproportionately
and adversely affect the rights of an Executive (or group of Executives) as
compared to other Executives (or group of Executives), such waiver and
amendment will require the consent of such adversely affected Executive (or
group of Executives).


 


(m)          Community Property.
If, as of the date hereof, Executive is lawfully married and Executive’s
address or the permanent residence of Executive’s spouse is located in a
community property jurisdiction, Executive’s spouse shall execute and deliver
to the Company on the Effective Date the Consent in the form of Exhibit A
attached hereto.


 


(n)           Third-Party
Beneficiary. The Company and Executive acknowledge that each of the
Investor Members is a third-party beneficiary under this Agreement and that the
Investor Members can enforce the provisions of this Agreement intended for the
Investor Members’ benefit.


 


(o)           Consent to
Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the State of Illinois for the purpose of any action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding
or investigation arising out of or based upon this Agreement or relating to the
subject matter hereof, (b) hereby waives to the extent not prohibited by
applicable law, and agrees not to assert, and agrees not to allow any of its
Permitted Transferees to assert, by way of motion, as a defense or otherwise,
in any such action, any claim that they are not subject personally to the
jurisdiction of the above-named courts, that their property is exempt or immune
from attachment or execution, that any such proceeding brought in one of the
above named courts is improper, or that this Agreement or the subject matter
hereof or thereof may not be enforced in or by such court and (c) hereby
agrees not to commence or maintain any action, claim, cause of action or suit
(in contract, tort or otherwise), inquiry, proceeding or investigation arising
out of or based upon this Agreement or relating to the subject matter hereof or
thereof other than before one of the above-named courts nor to make any motion
or take any other action seeking or intending to cause the transfer or removal
of any such action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation to any court other than one of
the above-named courts whether on the grounds of inconvenient forum or
otherwise. Notwithstanding the foregoing, any party to this Agreement may
commence and maintain an action to enforce a judgment of any of the above-named
courts in any court of competent jurisdiction.


 


*    *    *   
*    *


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Class A Unit
Purchase Agreement on the date first written above.


 


 


	
   

  	
   

  
	
   

  	
  [Executive]
  [Print Name]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signature]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [State
  of Residence]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WINDY
  CITY INVESTMENTS HOLDINGS, 

  
	
   

  	
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Its:

  



 


 Signature Page to Class A
Unit Purchase Agreement


 

















 


Schedule
A


 


Assuming that Executives collectively invest
approximately $80 million in Units in connection with the Merger, as of December 14,
2007, the outstanding equity interests of the Company consist of approximately
the following interests:


 


Capitalization of Company


 


	
  Number of Class A

  Units

  	
   

  	
  Number of Class A-

  Prime Units

  	
   

  
	
  277,000,000

  	
   

  	
  3,420,000

  	
   

  



 


A-1

















 


EXHIBIT A


 


SPOUSAL CONSENT


 


The
undersigned spouse of Executive hereby acknowledges that I have read the
foregoing Class A Unit Purchase Agreement executed by Executive as of the
date hereof and that I understand its contents. I am aware that the foregoing Class A
Unit Purchase Agreement provides for the sale or repurchase of my spouse’s Class A
Units under certain circumstances and/or imposes other restrictions on such
securities (including, without limitation, restrictions on transfer). I agree
that my spouse’s interest in these securities is subject to these restrictions
and any interest that I may have in such securities shall be irrevocably bound
by these agreements and further, that my community property interest, if any,
shall be similarly bound by this Agreement.


 


 


	
   

  	
   

  	
   

  	
  Date:             ,             

  
	
   

  	
   

  	
   

  
	
   

  	
  Spouse’s Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:             ,             

  
	
   

  	
   

  
	
   

  	
     Witness’ Name:

  	
   

  
						



 


A-2