Exhibit 10.23


 


MANAGEMENT SUBSCRIPTION AND STOCK
PURCHASE AGREEMENT


 


This MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (the “Agreement”)  is
entered into as of February 23, 2007, by and between GPS CCMP Acquisition
Corp., a Delaware corporation (the “Company”),  and the person
or entity identified on the signature page hereto as the subscriber (the “Subscriber”).


 


W I T N E S S E T H :


 


WHEREAS, on the terms and subject to the conditions set forth herein,
the Subscriber desires to subscribe for and purchase, and the Company is
willing to sell to the Subscriber, in exchange for cash, shares of the Company’s
class B voting common stock, par value $0.01 per share (“Class B
Common Stock”);  and


 


WHEREAS, in connection with the execution and delivery of this
Agreement, the Subscriber is entering into a Joinder Agreement to that certain
Shareholders’ Agreement, dated as of November 10, 2006, by and among the
Company, the Subscriber and the other parties signatory thereto (the “Shareholders’ Agreement”);


 


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 arc hereby acknowledged, and intending to be
legally bound hereby, the parties hereto 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, the Subscriber does hereby subscribe for and
agree to purchase at the Closing (as defined below), and the Company does
hereby agree to sell to the Subscriber at the Closing, the number of shares of Class B
Common Stock set forth in the column “Aggregate Class B Common Shares” and
opposite the name of the Subscriber on the signature page hereto
(collectively, the “Shares”)  for the total purchase price set
forth below the column “Total Purchase Price” and opposite the name of the
Subscriber on the signature page hereto (the “Purchase Price”).


 


1.2           Closing.  Subject to Articles TV and V below, the
closing of the purchase and sale of the Shares (the “Closing”)  shall occur on February 23,
2007. Payment of the Purchase Price shall be made at the Closing by delivery of
a wire transfer of same day funds denominated in U.S. dollars or delivery of a
check payable to the Company, unless otherwise approved in writing by the
Company.


 

















 


ARTICLE II


 


REPRESENTATIONS AND WARRANTIES OF
THE COMPANY


 


The Company represents and warrants to the Subscriber that:


 


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. As of the Closing: (i) there will be 31,200 shares of Class A
Non-Voting Common Stock of the Company with a par value of $0.01 per share
authorized, of which 8,531.883901 shares will be issued and outstanding, (ii) there
will be 110,000 shares of Class B Voting Common Stock of the Company with
a par value of $0.01 per share authorized, of which 68,711.7382 shares will be
issued and outstanding, and (iii) all of the issued and outstanding
capital stock of the Company will be duly authorized, validly issued, fully
paid and nonassessable, free and clear of all liens, and, subject to reliance
upon all accredited investor representations made by the purchasers, will be
issued pursuant to a valid exception from the registration requirements of applicable
state and federal laws and regulations concerning the issuance of securities.
The consideration per share paid (or to be paid) for the Shares is and shall be
as set forth on the signature page hereto. Other than under the
Shareholders’ Agreement, there are no preemptive or other outstanding rights,
options, warrants, conversion rights or similar agreements or understandings
for the purchase or acquisition of the Company’s capital stock.


 


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 Subscriber).


 


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 Subscriber contained in Article III hereof) is exempt
from the registration requirements of the Securities Act of 1933, as amended
(the “1933 Act”).


 


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ARTICLE III


 


REPRESENTATIONS, WARRANTIES AND


AGREEMENTS OF THE SUBSCRIBER


 


3.1           Authorization.
 The Subscriber represents and warrants
that this Agreement, when executed and delivered to the Company, will
constitute the Subscriber’s valid and legally binding obligation, 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.


 


3.2           Investment_Representations.


 


(a)           This Agreement is
made with the Subscriber in reliance upon Subscriber’s representations to the
Company, which by the Subscriber’s acceptance hereof, the Subscriber hereby
confirms, that (i) the Shares to be received by the Subscriber will be
acquired by the Subscriber for investment for his or her own account, not as a
nominee or agent, and not with a view to the sale or distribution of any part
thereof, (ii) he or she has no current intention of selling, granting a
participation in or otherwise distributing the same in violation of applicable
federal and state securities laws, and (iii) the information contained in
the form or Confidential Investment Qualification Questionnaire attached hereto
as Exhibit A (the “Purchaser Questionnaire”)  and completed by the Subscriber
and delivered to the Company is true, correct, accurate and complete both as of
the date of such Purchaser Questionnaire and as  of the date
hereof. By executing this Agreement, the Subscriber further represents that he
or she 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.


 


(b)           The Subscriber
understands that the Shares have not been registered under the 1933 Act on the
basis that the sale provided for in this Agreement and the issuance of Shares
hereunder is exempt from registration under the 1933 Act pursuant to Section 4(2) thereof
and regulations issued thereunder and other available exemptions, and that the
Company’s reliance on such exemption is predicated on representations of the
Subscriber set forth herein.


 


(c)           The Subscriber
represents that he or she has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of his
investment. The Subscriber is a sophisticated investor, has relied upon
independent investigations made by the Subscriber and, to the extent believed
by the Subscriber to be appropriate, the Subscriber’s representatives,
including the Subscriber’s own professional, tax and other advisors, and is
making an independent decision to invest in the Shares. The Subscriber further
represents that the Subscriber has had access, during the course of the
transactions contemplated hereby and prior to the Subscriber’s purchase of
Shares, to the same kind of information that is specified in Part I of a
registration statement under the 1933 Act and that the Subscriber has had,
during the course of the transactions contemplated hereby and prior to the
Subscriber’s purchase of the Shares, 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 the Subscriber or to which the Subscriber had
access, and the Subscriber has read carefully such


 


3

















 


documents,
materials and information and understands and has evaluated the types of risks
involved with a purchase of the Shares. The Subscriber has not relied upon any
representations or other information (whether oral or written) from the Company
or its respective stockholders, directors, officers or affiliates, or from any
other person or entity, in connection with its investment in the Shares. The
Subscriber acknowledges that the Company has not given any assurances with
respect to the tax consequences of the acquisition, ownership and disposition
of the Shares. Furthermore, the Subscriber 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 the fairness of this investment.


 


(d)           The Subscriber
understands that the Shares 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 the Shares or an
available exemption from registration under the 1933 Act, the Shares must be
held indefinitely. The Subscriber must be prepared to bear the economic risk of
this investment for an indefinite period of time. In particular, the Subscriber
acknowledges that he or she is aware that the 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. The Subscriber represents that,
in the absence of an effective registration statement covering the Shares, he
or she will sell, transfer or otherwise dispose of the Shares only in a manner
consistent with his representations set forth herein and then only in
accordance with the Shareholders’ Agreement.


 


(e)           Independent of the
additional restrictions on the transfer of Shares contained in the Shareholders’
Agreement, the Subscriber agrees that he or she will not make a transfer,
disposition or pledge of any of the Shares other than pursuant to an effective
registration statement under the 1933 Act, unless and until (i) he or she
shall have notified the Company of the proposed disposition and shall have furnished
the Company with a statement of the circumstances surrounding the disposition,
and (ii) if requested by the Company, at the expense of the Subscriber or
his or her transferee, he or she shall have furnished to the Company an opinion
of counsel, reasonably satisfactory to the Company and its counsel, to the
effect that such transfer may be made without registration of the Shares under
the 1933 Act.


 


(f)            The Subscriber
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. The Subscriber acknowledges that: (i) he
or she has adequate means of providing for his current needs and possible
personal contingencies and has no need for liquidity in this investment; (ii) the
Subscriber’s commitment to investments which arc not readily marketable is not
disproportionate to the Subscriber’s net worth; and (iii) the Subscriber’s
investment in the Shares will not cause the Subscriber’s overall financial
commitments to become excessive.


 


4

















 


3.3           Legends; Stop
Transfer.


 


(a)           The Subscriber
acknowledges that all certificates evidencing the Shares shall bear the
following legends:


 


“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 REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.”


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR
EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’
AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM
TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF
WHICH ARE ON FILE WITH THE COMPANY.”


 


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


 


(c)           The Company shall
make a notation regarding the restrictions on transfer of the Shares in its
stock books, and the Shares shall be transferred on the books of the Company
only if transferred or sold pursuant to an effective registration statement
under the 1933 Act covering such Shares or pursuant to and in compliance with
the provisions of Section 3.2(e) hereof. A copy of this Agreement,
together with any amendments thereto, shall remain on file with the Secretary
of the Company and shall be available for inspection to any properly interested
person without charge within five (5) days after the receipt of a written
request therefor by the Company.


 


5

















 


ARTICLE IV


 


CONDITIONS TO OBLIGATIONS OF


THE SUBSCRIBER AT CLOSING


 


The obligations of the Subscriber under Article I of this
Agreement are subject to the fulfillment on or before the Closing of each of
the following conditions:


 


4.1           Representations
and Warranties.  The representations
and warranties of the Company contained in Article II hereof shall be true
on and as of the Closing with the same force and effect as if they had been
made at the Closing.


 


4.2           Performance.  The Company shall have performed and complied with
all agreements and conditions contained in this Agreement required to be
performed or complied with by it on or before the Closing.


 


ARTICLE V


 


CONDITIONS TO THE OBLIGATIONS OF


THE COMPANY AT CLOSING


 


The obligations of the Company under Article I of this Agreement
are subject to the fulfillment on or before the Closing of each of the
following conditions:


 


5.1           Representations
and Warranties.  The representations,
warranties and agreements of the Subscriber contained in Article III
hereof shall be true and correct in all material respects at and as of the date
of the Closing.


 


5.2           Purchaser Questionnaire.  The
Company shall have received a completed Purchaser Questionnaire in the form
attached hereto as Exhibit A from the Subscriber, which
questionnaire shall have responses thereto acceptable to the Company, in its
reasonable discretion.


 


5.3           Performance.  The Subscriber shall have performed in all
material respects all of the Subscriber’s obligations and materially complied
with each and all of the Subscriber’s covenants required to be performed or
complied with on or prior to the Closing, including without limitation the
execution and delivery of the agreements and undertakings provided for in this
Agreement.


 


ARTICLE VI


 


OTHER
MATTERS


 


6.1           Shareholders’
Agreement.  Simultaneously with the
execution of this Agreement, the Subscriber shall execute and deliver to the
Company a Joinder Agreement to the Shareholders’ Agreement, substantially in
the form attached hereto as Exhibit B, which shall be in full force
and effect as of the Closing.


 


6

















 


ARTICLE VII


 


MISCELLANEOUS


 


7.1           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, provided
that notice of any such waiver shall be given to each party hereto as set forth
below. 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 the Subscriber. Any amendment,
supplement or modification of or to any provision of this Agreement, any waiver
of any provision of this Agreement, and any consent to any departure by the
Company from the terms of any provision of this Agreement, shall be effective
only in the specific instance and for the specific purpose for which made or
given. Except where notice is specifically required by this Agreement, no
notice to or demand on the Company in any case shall entitle the Company to any
other or further notice or demand in similar or other circumstances.


 


7.2           Notices.  All notices and other communications necessary
or contemplated under this Agreement shall be in writing and shall be delivered
in the manner specified herein or, in the absence of such specification, shall
be deemed to have been duly given when delivered by hand, one day after sending
by overnight delivery service, or three days after sending by certified mail,
postage prepaid, return receipt requested to the respective addresses of the
parties set forth below:


 


	
  If
  to the Subscriber:

  	
  To
  the address set forth below his or her name on the  signature page hereto.

  
	
   

  	
   

  
	
  If
  to the Company:

  	
  GPS
  CCMP Acquisition Corp.

  
	
   

  	
  c/o
  CCMP Capital Advisors, LLC

  
	
   

  	
  245
  Park Avenue

  
	
   

  	
  16th
  Floor

  
	
   

  	
  New
  York, New York 10167

  
	
   

  	
  Attention:

  	
  Stephen
  Murray

  
	
   

  	
  Facsimile:

  	
  (917)
  464-9200

  



 


By
notice complying with the foregoing provisions of this Section 7.2, each
party shall have the right to change the mailing address for future notices and
communications to such party.


 


7.3           Costs, Expenses
and Taxes.  Unless otherwise agreed
to by the Company, the Company and the Subscriber shall pay their own costs and
expenses incurred in connection with the execution and delivery of this
Agreement and any and all other documents furnished pursuant hereto or in
connection herewith. The Company shall pay any and all stamp, transfer and
other similar taxes payable or determined to be payable in connection with the
execution and delivery of this Agreement or the original issuance of the Shares
but excluding all federal, state and local income or similar taxes.


 


7

















 


7.4           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.


 


7.5           Binding Effect:
Assignment.  The rights and
obligations of the Subscriber under this Agreement may not be assigned to any
other person and any such assignment shall be void ab initio.
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
the Subscriber, and their respective successors and permitted assigns.


 


7.6           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.


 


7.7           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.


 


7.8           Schedules,
Exhibits and Headings.  All Schedules
and Exhibits to this Agreement shall be deemed to be a part of this Agreement.
The Article and Section headings used or contained in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement.


 


7.9           Injunctive Relief.
 Each of the parties to this Agreement
hereby acknowledges that in the event of a breach by any of them of any
material provision of this Agreement, the aggrieved party may be without an
adequate remedy at law. Each of the parties therefore agrees that, in the event
of a breach of any material provision of this Agreement, the aggrieved party
may elect to institute and prosecute proceedings to enforce specific
performance or to enjoin the continuing breach of such provision, as well as to
obtain damages for breach of this Agreement. By seeking or obtaining any such
relief, the aggrieved party will not be precluded from seeking or obtaining any
other relief to which it may be entitled.


 


7.10         Survival of
Agreements, Representations and Warranties.  All agreements, representations and warranties
contained herein or in the Confidential Investment Qualification Questionnaire
attached hereto, 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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MANAGEMENT SUBSCRIPTION AND STOCK
PURCHASE AGREEMENT


 


COUNTERPART SIGNATURE PAGE


 


IN WITNESS WHEREOF, the Company and the Subscriber have executed this
Agreement as of the day and year first written above.


 


 


	
   

  	
   

  
	
  Name of Subscriber: ED LEBLANC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Subscriber Signature:

  	
  /s/ Ed Leblanc

  	
   

  



 


 


	
   

  	
   

  	
  AGGREGATE

  CLASS B

  COMMON

  SHARES

  	
   

  	
  TOTAL

  PURCHASE

  PRICE

  	
   

  
	
  ED LEBLANC

  	
   

  	
  5

  	
   

  	
  $

  	
  50,000.00

  	
   

  
							



 


Counterpart Signature Page to the
Subscription and Stock Purchase Agreement