exv10w13






Exhibit 10.13



THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE
SECURITIES ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THIS SUBSCRIPTION AND THE
BYLAWS OF THE COMPANY.



THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY
STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.




SUBSCRIPTION AGREEMENT




                     ___,                     



Primo Water Corporation

101 N. Cherry Street, Suite 700

Winston-Salem, N.C. 27101



Gentlemen:




     1. Subscription.



          a. The undersigned,                                          (“Subscriber”), hereby subscribes for and agrees to
purchase                                          (                    ) shares of the Series B Non-voting Non-convertible
Preferred Stock (the “Shares”) of Primo Water Corporation, a Delaware corporation (the “Company”),
at the price of One Dollar ($1.00) per share, in cash or equivalent, for an aggregate purchase
price of                                          ($                    ) (the “Subscription Commitment”), which amount will
be tendered in accordance with the terms and conditions of Section 1(b) hereof in the form of a
certified check(s) made payable to the Company or wire transfer(s) of funds to the Company’s
account in accordance with the wire instructions set forth on Exhibit A attached hereto.
Subscriber understands and agrees that the number of Shares it may purchase is limited by
Subscriber’s pro rata portion of all Series B Non-voting Non-convertible Preferred Stock being sold
by the Company contemporaneously herewith. Subscriber’s pro rata portion is based on Subscriber’s
percentage ownership of the Company’s capital stock as of the Offering Record Date (as defined in
that certain Investment Summary, dated                     ,                     , and delivered to Subscriber) (the
“Investment Summary”). The number of Shares Subscriber may subscribe for hereunder is set forth in
Exhibit E of the Investment Summary.





 









 








          b. The Company currently anticipates consummating the offering of the Shares in four tranches
(each, a “Tranche”) on or about following dates: (i). April 28, 2006, (ii) June 30, 2006, (iii)
September 29, 2006, and (iv) December 29, 2006. Payment for the initial Tranche shall be an amount
equal to twenty-five percent (25%) of Subscriber’s Subscription Commitment (the “Initial Payment”).
Thereafter, the Company may at any time, in its sole discretion, call the balance of Subscriber’s
outstanding Subscription Commitment, or any portion thereof, which amount(s) (each, a “Subsequent
Payment”) will be due and payable within twenty (20) days of demand therefor by the Company (each
such twenty (20) day period, a “Call Period”). Notwithstanding the anticipated consummation dates
for the Tranches, the Company, at its sole discretion, reserves the right to demand payment of the
entire Subscription Commitment, or any portion thereof, on different dates than those listed
herein, and from different subscribers at different times. Nothing contained herein shall be
construed as providing Subscriber with a right to make any payment of its Subscription Commitment
prior to a demand therefor by the Company; provided, however, that if payment of any portion of the
Subscription Commitment has not been demanded by the Company by December 31, 2007, Subscriber may
pay such remaining portion within ten (10) days of such date.




          c. If Subscriber fails to make any Subsequent Payment within the applicable Call Period, the
Company may, in its sole discretion, (i) immediately terminate this Agreement, without further
notice thereof and, thereafter, offer the unissued balance of the Shares hereunder to any person or
entity designated by the Company, including, without limitation, any existing stockholder, and (ii)
pursue any other remedies available to it at law or in equity.




          d. The Subscriber will submit to the Company two signed copies of this Subscription Agreement
(this “Agreement”), along with the Initial Payment, on or before April 28, 2006.




     2. Acceptance by Company. Subscriber hereby acknowledges and agrees that (a) the
Company, in its discretion, may accept or reject all or part of this Agreement; (b) this Agreement
shall not be deemed to have been accepted by the Company until the Company indicates its acceptance
by returning to Subscriber an executed copy of this Agreement, and (c) acceptance by the Company of
this Agreement is conditioned upon the information and representations of Subscriber hereunder
being complete, true and correct as of the date of this Agreement and as of the date of closing of
sale of the Shares to Subscriber.



     3. Issuance of Shares. Upon (a) the Company’s receipt of two signed copies of this
Agreement from Subscriber; (b) the Company’s acceptance of this Agreement evidenced by the
Company’s execution and delivery to Subscriber of one executed copy of this Agreement, and (c) the
Company’s receipt of the Initial Payment or the applicable Subsequent Payment within the Call
Period, as the case may be, the Company will issue in the name of Subscriber within a reasonable
period of time after satisfaction of the foregoing, a certificate evidencing that number of Shares
as is equal to the aggregate amount of the Shares set forth in Section 1 hereof divided by the
amount of the Subscription Payment at such time being paid by Subscriber. The Company will deliver
to Subscriber such certificate.



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     4. Issuance of Warrant. Upon the satisfaction of the conditions listed in Sections
3(a) and (b) hereof, the Company’s receipt of the Initial Payment, and subject to the terms and
conditions of that certain Company common stock purchase warrant, dated as of the date hereof,
executed by the Company in favor of Subscriber (the “Warrant Agreement”), the Company will issue to
Subscriber a warrant exercisable to purchase that amount of shares of the Company’s Common Stock as
is equal to the product of the Subscription Commitment multiplied by 0.267, rounded down to the
nearest whole Share (the “Warrant”).



     5. Representations and Warranties of Subscriber. Subscriber hereby represents and
warrants to Company, and covenants with Company, as follows:




     a. If Subscriber is an individual, Subscriber is a citizen of
                     and an individual resident of                     , and
Subscriber is not a resident of any other state. If Subscriber is an
entity, Subscriber’s state of formation or incorporation is
                     and Subscriber’s principal place of business is
located in                     .




     b. Subscriber is an “accredited investor” as defined in Rule 501 of
Regulation D enacted under the Securities Act of 1933, as amended (the
“Securities Act”) by reason of the following:                                         
(Indicate the appropriate number from Exhibit B attached hereto).




     c. Subscriber is acquiring the Shares, the Warrant and the shares issued
upon exercise of the Warrant, or any part thereof (collectively, the
“Securities”) for Subscriber’s own account for investment and not with
a view to or in connection with any distribution or resale thereof.
Subscriber does not have any contract, understanding, agreement or
arrangement with any person or entity to sell or transfer the
Securities.




     d. Subscriber understands that (i) the Securities have not been
registered under the Securities Act, or the securities laws of any
jurisdiction, and (ii) the economic risk of Subscriber’s investment in
the Securities must be borne for an indefinite period of time because
the Securities may not be sold or otherwise transferred unless
subsequently registered under the Securities Act and applicable state
securities laws, or an exemption from such registration is available.
Subscriber acknowledges and agrees that the Company will be under no
obligation to register the Securities or take any other action
necessary in order to make compliance with an exemption from
registration available. Subscriber further acknowledges and agrees
that the Company may require as a condition to its registration of any
transfer of the Securities an opinion of counsel reasonably
satisfactory to Company to the effect that such transfer will not
violate the registration requirements of applicable securities laws.




     e. Subscriber has been informed that the Securities will not be able to be sold
pursuant to Rule 144 promulgated under the Securities Act unless all conditions of the Rule
are met. Subscriber understands that the Company is not currently required to file periodic
reports with the SEC and does not comply with the “Current Public Information” requirements
of Rule 144, and further understands that the Company will



3









 







not be required to comply with these requirements after the issuance of the Securities.
Subscriber further understands that the Company is not currently contemplating complying
with the Current Public Information requirements and consequently Subscriber may not be able
to make any offer or sale of the Securities without registration under the Securities Act
except upon compliance with some other exemption from registration.




     f. In addition to restrictions under federal and state securities laws,
Subscriber understands that the Securities will be subject to a right
of first refusal in favor of the Company pursuant to the Bylaws of the
Company.




     g. Subscriber (i) has such knowledge and experience with respect to the
financial, tax and business aspects of ownership of the Securities and
of the business contemplated by the Company that Subscriber is capable
of evaluating the merits and risks of investment in the Company and
making an informed investment decision with respect thereto, and (ii)
can bear the economic risk of an investment in the Shares including
the complete loss thereof. Subscriber understands that no public
market now exists for the Securities and that there is no assurance
that there will ever exist a public market for the Securities.




     h. The proposed investment is suitable for Subscriber based upon
Subscriber’s financial situation. Subscriber’s overall commitment to
investments which are not readily marketable is not disproportionate
to Subscriber’s net worth, and Subscriber’s investment in the Company
will not cause such overall commitment to become excessive.
Subscriber understands that investment in the Company may lead to a
total loss of invested funds, or to illiquidity of invested funds for
an extended period of time. Subscriber has adequate means of
providing for possible personal contingencies and needs, has no need
for liquidity in the proposed investment and can afford the loss of
Subscriber’s entire investment.




     i. Subscriber recognizes that investing in the Company is speculative and involves a
high degree of risk, and Subscriber has taken full cognizance of and understands the risks
related to the purchase of the Securities. Subscriber acknowledges the Company has made
available to Subscriber all records, documents, books of account and other materials
requested by Subscriber which the Company has in its possession or which are readily
obtainable. Subscriber has had during the course of the transaction and prior to the
execution of this subscription, the opportunity to ask questions of, and receive answers
from, the Company concerning the terms and conditions of the sale of the Securities and the
Company’s business, management and financial affairs, and to obtain additional information
necessary to verify the accuracy of any information furnished to Subscriber. There is no
information Subscriber has requested that has not been provided to Subscriber. Subscriber
understands that Subscriber may request additional information at any time prior to the
acceptance of this subscription by the Company.




     j. Subscriber recognizes and understands that the Investment Summary and the business
plan of the Company included therein (the “Business Plan”), contain forward-looking
statements about the Company’s performance and that there are



4









 







numerous factors which could cause actual results to differ materially from those indicated
by the forward-looking statements. Subscriber understands and accepts that forward-looking
statements are beyond the ability of the Company to control and, in many cases, the Company
cannot predict all factors that would cause actual results to differ materially from those
indicated by the forward-looking statements. In addition, Subscriber understands that the
Investment Summary and Business Plan reflect management’s plan for the business of the
Company. There is no representation that the Business Plan or other forward-looking
statements in the Investment Summary will be achieved.




     k. Subscriber agrees to indemnify, defend and hold harmless the Company, and each other
person, if any, subject to liability because of such person’s connection with the Company,
against all claims, losses, damages, judgments and liabilities (or actions in respect
thereof), including, without limitation, attorneys’ fees and expenses, resulting from any
breach by Subscriber of, or any misrepresentation by Subscriber in, this subscription and to
reimburse the Company and each such other person for any legal and other expenses incurred
by the Company and each such other person in connection with investigating and defending any
such claim, loss, damage, judgment, liability or action.



     6. Legends. The Company may at any time place legends referencing the transfer
restrictions set forth in the Bylaws of the Company and applicable federal or state securities law
restrictions on all certificates representing Shares. Subscriber shall, at the request of the
Company, promptly present to the Company any and all certificates representing Shares in the
possession of Subscriber in order to effectuate the provisions of this Section. Unless otherwise
specified by the Company, legends placed on such certificates may include, but shall not be limited
to, legends in substantially the following form:




a. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS
COVERING SUCH SECURITIES, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL
FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO CORPORATION,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND
LAWS.




b. THE SHARES REPRESENTED BY THIS CERTIFICATE, AND THE TRANSFER THEREOF, ARE
SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVISIONS OF THE BYLAWS OF THE



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CORPORATION, A COPY OF WHICH IS ON FILE IN, AND MAY BE EXAMINED AT, THE
PRINCIPAL OFFICE OF THE CORPORATION.



     7. Initial Public Offering.



          a. Subscriber hereby agrees that during the “Lock-Up Period” (as hereinafter defined)
following the effective date of a registration statement of the Company filed under the Securities
Act, it shall not, to the extent requested by the Company and any underwriter, sell, pledge,
transfer, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer
or dispose of (other than to donees who agree to be similarly bound) any shares of capital stock of
the Company held by Subscriber at any time during such period except shares included in such
registration; provided, however, that such agreement shall be applicable only to
the first such registration statement of the Company which covers its Common Stock (or other
securities) to be sold on its behalf to the public in an underwritten offering. Market stand-off
agreements for subsequent registration statements, if any, shall be as agreed to by the Company,
the underwriters and any other party thereto.




          b. For purposes of this Section 7, the “Lock-Up Period” shall be the period applicable to all
officers and directors of Company who enter into similar agreements but in any event shall be not
less than ninety (90) days from the effective date of the registration statement.




     8. Notices. All notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have been delivered on
the date mailed, postage prepaid, by certified mail, return receipt requested, or on the date
personally delivered, (a) if to Subscriber, to the address set forth below for Subscriber, and (b)
if to the Company, to the address set forth above for the Company.



     9. Miscellaneous. This Agreement and the Warrant Agreement, dated as of the date
hereof, executed by the Company in favor of Subscriber (a) supersede any and all other
understandings and agreements, either oral or in writing, between the parties hereto with respect
to the subject matter hereof and constitute the only agreement between the parties with respect to
said subject matter, (b) shall be governed by, and construed and enforced in accordance with, the
laws of the State of North Carolina, excluding the conflict of laws provisions thereof, and (c)
shall be binding upon and inure to the benefit of the parties, their successors and assigns;
provided, however, that Subscriber may not transfer or assign this subscription or
any interest herein or rights or obligations hereunder without the prior written consent of the
Company. Any such transfer or assignment by Subscriber without the prior written consent of the
Company shall be void and of no force or effect. No change or modification of this Agreement shall
be valid or binding upon the parties hereto unless such change or modification shall be in writing
and shall be signed by the parties hereto. Subscriber agrees that all of the representations,
warranties and covenants of Subscriber set forth in this subscription shall survive the purchase of
the Shares. If for any reason any provision of this subscription is determined to be invalid, such
invalidity shall not impair the operation of or affect those portions of this subscription which
are valid. This Agreement may be executed in multiple counterparts, each of which when taken
together shall constitute one and the same agreement.








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     IN WITNESS WHEREOF, Subscriber has executed this subscription this                      day of
                                        ,                     .



	 	 	 	 
	Number of Shares:

	 	 	 
	 
	 	 	 
	Total Payment Enclosed:  $

	 	 	 






	 	 	 	 	 

	 
	 

	 	 	 	 
	 

	 	(Name of Subscriber)
	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Social Security or Tax ID Number

	 	(Title, if Subscriber is an entity)	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	(Address)	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	(Telephone)	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	(Facsimile)	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	(Email address)	 	 






ACCEPTANCE




     The foregoing subscription is accepted on this the                      day of                                   
      ,         
            .



	 	 	 	 	 
	 	PRIMO WATER CORPORATION

 	 
	 	By:  	 	 
	 	 	Its: