Exhibit 10.15


 


SUBSCRIPTION
AND STOCK PURCHASE AGREEMENT


 


This SUBSCRIPTION AND STOCK PURCHASE AGREEMENT is made as of November 25,
2008 (the “Agreement”),  by
and among GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”),  CCMP Capital Investors II, L.P. (“CCMP”) and
CCMP Capital Investors (Cayman) II, L.P. (“Cayman”  and together with CCMP, the “Purchasers”).


 


W I T N E S S E T H :


 


WHEREAS, on the terms and subject to the conditions set forth herein,
CCMP desires to subscribe for and purchase, and the Company desires to sell to
CCMP that number of shares of Series A Preferred Stock (“Series A Preferred Stock”),  par value
$0.01 per share, of the Company (the “Shares”)  set forth on Schedule I attached hereto
(the purchase price to be paid by CCMP for the Shares is referred to herein as
the “Purchase Price”).


 


NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representations, warranties, covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:


 


ARTICLE I


 


PURCHASE
AND SALE OF SHARES


 


1.1                                 Sale and
Issuance of Shares.  Subject to
the terms and conditions of this Agreement, each Purchaser does hereby
subscribe for and agree to purchase, and the Company does hereby agree to sell
to each Purchaser, the number of Shares set forth in the column “Number of Series A
Preferred Shares” on Schedule I hereto opposite such Purchaser’s name
for the aggregate Purchase Price set forth in the column “Total Cost” on Schedule
I opposite such Purchaser’s name.


 


1.2                                 Obligations
Several.  Each Purchaser’s obligations
under this Agreement are subject to the execution and delivery of this
Agreement by the other Purchasers. The obligations of each Purchaser shall be
several and not joint, and no Purchaser shall be liable or responsible for the
acts of any other Purchaser under this Agreement.


 


ARTICLE II


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The Company hereby represents and warrants to each Purchaser as
follows:


 

















 


2.1                                 Organization
and Standing.  The Company
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite corporate power and
authority to carry on its business as now conducted and as proposed to be
conducted.


 


2.2                                 Authorization.  The Company has full corporate power and
authority to execute and deliver this Agreement and all other agreements and
instruments contemplated hereby to which the Company is a party and to perform
its obligations hereunder and thereunder. All corporate action on the part of
the Company necessary for the authorization, execution, delivery and
performance of this Agreement by the Company, and for the authorization,
issuance and delivery of the Shares being sold under this Agreement, has been
taken. This Agreement, when executed and delivered by all parties hereto, shall
constitute the valid and legally binding obligation of the Company, except to
the extent the enforceability thereof may be limited by bankruptcy laws,
insolvency laws, reorganization laws, moratorium laws or other laws affecting
creditors’ rights generally or by general equitable principles.


 


2.3                                 Validity of
Shares.  The Shares, when issued, sold
and delivered in accordance with the terms of this Agreement, shall be duly and
validly issued, and fully paid and nonassessable, free and clear of all liens
and encumbrances (other than those created by the Purchasers).


 


2.4                                 Securities Act.  The sale of Shares in accordance with the
terms of this Agreement (assuming the accuracy of the representations and
warranties of the Purchasers contained in Article III hereof) is exempt
from the registration requirements of the Securities Act of 1933, as amended
(the “1933 Act”).


 


ARTICLE III


 


REPRESENTATIONS,
WARRANTIES


AND
AGREEMENTS OF THE PURCHASERS


 


3.1                                 Each Purchaser
hereby represents and warrants, severally and not jointly, to the Company that:


 


(a)                                  Authorization.  Such Purchaser is authorized and qualified and
has full right and power to execute and deliver this Agreement and all other
agreements and instruments contemplated hereby to which such Purchaser is a
party, and to perform its obligations hereunder and thereunder. This Agreement
and all other agreements and instruments contemplated hereby to which such
Purchaser is a party have been duly authorized, executed and delivered by or on
behalf of such Purchaser. Assuming the due authorization, execution, delivery
and performance of this Agreement and all other agreements and instruments
contemplated hereby by the other parties hereof and thereof, this Agreement and
all other agreements and instruments contemplated hereby to which such
Purchaser is a party are legal, valid and binding agreements, enforceable
against such Purchaser in accordance with their terms.


 


2

















 


(b)                                 Investment
Representations.


 


(i)                                     The Shares to
be received by such Purchaser will be acquired by it for its own account (or in
the case of a custodian, for the account of its affiliated funds), not as a
nominee or agent, and not with a view to the sale or distribution of any part
thereof in violation of applicable federal and state securities laws, and it
has no current intention of selling, granting a participation in or otherwise
distributing the same, in each case, in violation of applicable federal and
state securities laws. By executing this Agreement, each Purchaser further
represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant a participation to such
person, or to any third person, with respect to any of the Shares to be
received by such Purchaser, in each case, in violation of applicable federal
and state securities laws.


 


(ii)                                  Such Purchaser
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment. Such Purchaser
further represents that it has had, during the course of the transactions
contemplated hereby and prior to its purchase of the Shares to be received by
such Purchaser, the opportunity to ask questions of, and receive answers from
the Company concerning the terms and conditions of the offering and to obtain
additional information necessary to verify the accuracy of any information
furnished to it or to which it had access. Such Purchaser understands that no
federal or state agency has passed upon this investment or upon the Company, nor
has any such agency made any finding or determination as to this investment.


 


(iii)                               Such Purchaser
understands that the Shares to be received by such Purchaser may not be sold,
transferred or otherwise disposed of without registration under the 1933 Act or
an exemption therefrom, and that in the absence of an effective registration
statement covering such Shares or an available exemption from registration
under the 1933 Act, such Shares must be held indefinitely. Such Purchaser is
prepared to bear the economic risk of this investment for an indefinite period
of time. In particular, such Purchaser acknowledges that it is aware that such
Shares may not be sold pursuant to Rule 144 promulgated under the 1933 Act
unless all of the conditions of that Rule are met. Among the current
conditions for use of Rule 144 by certain holders is the availability to
the public of current information about the Company. Such information is not
now available, and the Company has no current plans to make such information
available. Such Purchaser represents that, in the absence of an effective
registration statement covering such Shares, it will sell, transfer or
otherwise dispose of such Shares only in a manner consistent with its
representations set forth herein and then only in accordance with the
Shareholders Agreement referred to in Article IV below.


 


3

















 


(iv)                              Such Purchaser
acknowledges that this investment is not recommended for investors who have any
need for a current return on this investment or who cannot bear the risk of
losing their entire investment. Such Purchaser acknowledges that: (i) it
has adequate means of providing for its current needs and possible personal
contingencies and has no need for liquidity in this investment; (ii) its
commitment to investments which are not readily marketable is not
disproportionate to its net worth; and (iii) its investment in the Shares
to be received by such Purchaser will not cause its overall financial
commitments to become excessive.


 


3.2                             Legends; Stop
Transfer.


 


(a)                                     Each Purchaser
acknowledges that all certificates evidencing the Shares shall bear the
following legend:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT
OF 1933.”


 


3.3                             The
certificates evidencing the Shares shall also bear any legend required by any
applicable state securities law.


 


ARTICLE IV


 


MISCELLANEOUS


 


4.1                             No Waiver;
Modifications in Writing.  This
Agreement sets forth the entire understanding of the parties, and supersedes
all prior agreements, arrangements and communications, whether oral or written,
with respect to the specific subject matter hereof. No waiver of or consent to
any departure from any provision of this Agreement shall be effective unless
signed in writing by the party entitled to the benefit thereof. Except as
otherwise provided herein, no amendment, modification or termination of any
provision of this Agreement shall be effective unless signed in writing by or
on behalf of the Company and each Purchaser.


 


4.2                             Execution of
Counterparts.  This
Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.


 


4

















 


4.3                             Binding Effect;
Assignment.  The rights
and obligations of each party under this Agreement may not be assigned to any
other person; provided that each Purchaser shall have the right to
assign its rights and obligations hereunder to any of its affiliated investment
funds. Except as expressly provided in this Agreement, this Agreement shall not
be construed so as to confer any right or benefit upon any person other than
the parties to this Agreement, and their respective successors and assigns.
This Agreement shall be binding upon the Company and each Purchaser and their
respective successors and permitted assigns.


 


4.4                             Governing Law.  This Agreement shall be governed by the laws
of the State of Delaware as to all matters, including but not limited to
matters of validity, construction, effect, performance and remedies.


 


4.5                             Severability of
Provisions.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.


 


4.6                             Survival of
Agreements, Representations and Warranties.  All agreements, representations and warranties
contained herein or made in writing by or on behalf the Company or the
Purchasers, as the case may be, in connection with the transactions
contemplated by this Agreement shall survive the execution and delivery of this
Agreement and the sale and purchase of the Shares and payment therefor.


 


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


 


	
   

  	
  GPS CCMP ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aaron P. Jagdfeld

  
	
   

  	
   

  	
  Name: Aaron P. Jagdfeld

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CCMP CAPITAL INVESTORS II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCMP
  Capital Associates, L.P.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCMP
  Capital Associates GP, LLC,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CCMP CAPITAL INVESTORS (CAYMAN) II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCMP
  Capital Associates, L.P.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCMP
  Capital Associates GP, LLC, 

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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