Exhibit 10.24


 


AMERICOLD REALTY TRUST


 


2008 EQUITY INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the Americold Realty Trust 2008 Equity Incentive
Plan (the “Plan”) shall have the same defined meanings in this Stock Option
Agreement (the “Agreement”).


 


I.                                         NOTICE OF STOCK OPTION
GRANT


 


Participant:      Jozef
Opdeweegh 


 


Address:


 


 


The above named
Participant has been granted an option (the “Option”) to purchase Common Shares
of the Company, subject to the terms and conditions of the Plan and this
Agreement, as follows:


 


	
  Grant Number

  	
   

  
	
   

  	
   

  
	
  Grant Date

  	
   

  
	
   

  	
   

  
	
  Vesting Date

  	
   

  
	
   

  	
   

  
	
  Number of Common
  Shares

  	
   

  
	
   

  	
   

  
	
  Exercise Price
  per Common Share

  	
  $11.32

  
	
   

  	
   

  
	
  Intended Type of
  Option

  	
  o Incentive Stock Option

  
	
   

  	
   

  
	
   

  	
  x  Nonqualified Stock Option

  
	
   

  	
   

  
	
  Expiration Date

  	
  December 15,
  2018

  



 


Vesting Schedule:


 


Subject
to accelerated vesting as set forth in this Agreement or in the Plan, this
Option shall be exercisable in whole or in part, and shall vest according to
the following vesting schedule, subject to Participant’s maintenance of his or
her Eligible Status from the Grant Date 
through the date such vesting is scheduled to occur:


 


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20% of the Common
Shares subject to this Option shall vest on each of the first, second, third, fourth,
and fifth annual anniversaries of the Vesting Date as provided above.


 


The
Option shall become
fully vested and exercisable as to all Common Shares subject thereto immediately
prior to the date on
which a Change in Control, as  defined in the Plan occurs.


 


Option
Term:


 


Any unexercised portion
of this Option shall expire on the Expiration Date or, if earlier, on the date
provided below:


 


(A) If Participant’s
Eligible Status is terminated for any or no reason, any unvested portion of
this Option shall expire on the date of such termination.


 


(B) If Participant’s
Eligible Status is terminated for Cause, the vested portion of this Option
shall expire on the date of such termination.


 


(C) If Participant’s
Eligible Status is terminated on account of Participant’s death or disability,
the vested portion of this Option shall expire on the date that is six (6) months
after the date of such termination.


 


(D) If Participant’s
Eligible Status is terminated for reasons other than those set forth in the
preceding three paragraphs, the vested portion of this Option shall expire on
the date that is three (3) months after the date of such termination.


 


II.                                     TERMS AND CONDITIONS OF
STOCK OPTION GRANT


 


1.                                       Grant of Option. 
The Administrator hereby grants to the Participant named in Section I
herein this Option to purchase the Number of Common Shares set forth in Section I
herein, at the Exercise Price per Common Share set forth in Section I
herein, and subject to the terms and conditions of this Agreement and the Plan,
which is incorporated herein by reference.


 


If designated in Section I
herein as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code.  Nevertheless, to the extent that it exceeds
the $100,000 limit in Section 422(d) of the Code or otherwise fails
to qualify as an Incentive Stock Option, this Option shall be treated as a
Nonqualified Stock Option.


 


2.                                       Vesting Schedule. 
Except as provided in Section II.3 of this Agreement, the Option
shall vest in accordance with the Vesting Schedule set forth in Section I
of this Agreement.  Any portion of the
Option scheduled to vest on a certain date or upon the occurrence of a certain
condition shall not vest in Participant in accordance with any of the provisions
of this Agreement unless Participant has maintained his or her Eligible Status
from the Grant Date through the date such vesting is scheduled to occur.


 


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3.                                       Acceleration of Vesting. 
The Administrator, in its discretion, may accelerate the vesting of the
balance, or some lesser portion of the balance, of the unvested Option at any
time, subject to the terms of the Plan. 
If so accelerated, such balance or such portion of the balance of the
Option shall be considered as having vested as of the date or upon the
occurrence of the condition specified by the Administrator.


 


4.                                       Exercise of Option.


 


a.                                       Exercisability. 
This Option shall be exercisable only within its Term as set out in Section I
of this Agreement, and may be exercised during such Term only in accordance
with the Vesting Schedule and with the applicable provisions of the Plan and
this Agreement.


 


b.                                      Number of Shares. 
This Option may be exercised with respect to any whole number of Common
Shares, up to the Number of Common Shares provided herein.


 


c.                                       Method of Exercise. 
This Option shall be exercisable by delivery of an exercise notice in
the form attached hereto as Exhibit A (the “Exercise Notice”) or such
substantially similar form as may be specified by the Administrator, which
shall state the election to exercise the Option, the number of Common Shares
with respect to which the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as may be required by the Company
to ensure that the transaction complies in all respects with the requirements
of the 1933 Act (or any exemption thereto) and other applicable securities
laws.  The Exercise Notice shall be
completed by Participant and delivered to the Company, accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares together with the
amount of any applicable Tax Withholding Liability required to be paid pursuant
to Section II.9 of this Agreement. 
This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by the aggregate Exercise
Price and any such Tax Withholding Liability.


 


d.                                      Additional Conditions to Issuance of
Stock.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company.  No Common Shares shall be issued pursuant to
the exercise of an Option unless such issuance and such exercise complies with
all applicable U.S. federal and state laws, the requirements of any stock
exchange or quotation system on which the Common Shares are listed or quoted,
and the applicable laws of any other jurisdiction where Awards are granted
under the Plan.  Assuming such compliance,
for income tax purposes the Exercised Shares shall be considered transferred to
Participant on the date on which the Option is exercised with respect to such
shares.


 


5.                                       Participant’s Representations. 
Participant represents that he or she is acquiring the Option for
investment for his or her own account only, and not with a view to
distribution, either directly or indirectly, of securities of the Company.  In the event the Common Shares of the Company
have not been registered under the 1933 Act at the time this Option is
exercised, Participant shall, if required by the Company, concurrently with the
exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the


 


3

















 


form attached hereto as Exhibit B, or such
substantially similar form as may be specified by the Administrator.


 


6.                                       Standstill. 
Participant hereby agrees that, to the extent requested by the Company
or an Acquirer in connection with a firm commitment of an underwritten public
offering of securities of any of them, Participant will agree (a) not to
sell or otherwise Transfer any Common Shares acquired under the Plan for a
period of one hundred eighty (180) days (or such shorter or longer period as
the managing underwriter may require of the principal security holders of the
Company or Acquirer, as the case may be) (the “Market Standstill Period”)
following the effective date of the registration statement filed with the
Securities and Exchange Commission in connection with such offering, and (b) to
execute such instruments as the managing underwriter may reasonably require to
evidence compliance with the foregoing. 
The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such Market Standstill
Period.


 


7.                                       Method of Payment. 
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of Participant:


 


a.                                       in United States dollars in cash or bank
cashier’s check made payable to the Company’s order;


 


b.                                      surrender of other Common Shares which
have a Fair Market Value at the time the Option is exercised equal to the
aggregate Exercise Price of the Exercised Shares;


 


c.                                       with the consent of the Administrator, by
means of a “net exercise” procedure approved by the Administrator in connection
with the Plan; or


 


d.                                      if there is a public market for the
Common Shares at such time, with the consent of the Administrator, by means of
a formal broker-assisted “cashless exercise” program adopted by the Company in
connection with the Plan.


 


8.                                       Non-Transferability of Option. 
This Option may not be Transferred in any manner otherwise than by will
or the laws of descent or distribution, or, with respect to any Option other
than an ISO, pursuant to a domestic relations order, and may be exercised
during the lifetime of Participant only by Participant or, in the case of an
Option Transferred pursuant to a domestic relations order, by the
transferee.  If Participant is deceased,
this Option may be exercised by Participant’s designated beneficiary, or if no
beneficiary survives Participant, the administrator or executor of Participant’s
estate, and any distribution or delivery to be made to Participant under this
Agreement shall be made to such beneficiary, administrator or executor,
provided that such person must furnish the Company with (a) written notice
of his or her status as beneficiary, administrator or executor, and (b) evidence
satisfactory to the Company to establish the validity of the Transfer and
compliance with any laws or regulations pertaining to said transfer.  The terms of the Plan and this Agreement
shall be binding upon the executors, administrators, heirs, successors, and
assigns of Participant.


 


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9.                                       Withholding of Taxes. 
Notwithstanding any contrary provision of this Agreement, no Common
Shares shall be issued to Participant pursuant to the exercise of this Option
unless and until Participant delivers to the Company at the time of exercise
the amount of any Tax Withholding Liability which the Company determines must
be withheld with respect to such Common Shares (in United States dollars in
cash or bank cashier’s check made payable to the Company’s order), or unless
and until Participant has made other satisfactory arrangements (as determined
by the Administrator) for payment of such amount.  Without limiting the generality of the
foregoing, to the extent determined appropriate by the Administrator in its
discretion, it shall have the right (but not the obligation) to permit
Participant to satisfy such Tax Withholding Liability by (a) surrendering
Common Shares which have a Fair Market Value at the time the Option is exercised
equal to the amount of such Tax Withholding Liability or (b) having the
Company withhold from the Common Shares otherwise deliverable to Participant a
number of Common Shares with a Fair Market Value equal to the amount of such
Tax Withholding Liability (but no more than the minimum required statutory
withholding liability).


 


10.                                 Notification of Disqualifying Disposition
of ISO Shares.  If the Option granted to Participant herein
is an ISO, Participant shall immediately notify the Company in writing if
Participant sells or otherwise disposes of any of the Common Shares acquired
pursuant to the Option on or before the later of (a) the date two years
after the Grant Date or (b) the date one year after the date of
exercise.  Participant agrees that
Participant may be subject to income and employment tax withholding by the
Company or its Subsidiary on the compensation income recognized by Participant
with respect to such disposition.


 


11.                                 Code Section 409A. 
Under Code Section 409A, an option that was granted with a per
share exercise price that is determined by the Internal Revenue Service (the “IRS”)
to be less than the fair market value of a Common Share on the date of grant (a
“Discount Option”) may be considered “deferred compensation.”  A Discount Option may result in adverse tax
consequences, including (a) income recognition by the option grantee prior
to the exercise of the option, (b) an additional twenty percent (20%)
federal income tax, and (c) potential penalty and interest charges.  The Discount Option may also result in
additional state income, penalty, and interest charges to the grantee.  Participant acknowledges that the Company and
its Subsidiaries cannot and have not guaranteed that the IRS will agree that
the Exercise Price per Common Share of this Option equals or exceeds the fair
market value of a Common Share on the date of grant in a later
examination.  Participant agrees that if
the IRS determines that the Option was granted with an Exercise Price per
Common Share that was less than the fair market value of a Common Share on the
date of grant, Participant shall be solely responsible for Participant’s taxes
and other costs related to such a determination.


 


12.                                 Rights as Stockholder. 
Neither Participant nor any person claiming under or through Participant
shall have any of the rights or privileges of a holder of Common Shares with
respect to the Common Shares deliverable under this Option unless and until
such shares have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to Participant.  After such issuance, recordation, and
delivery, Participant shall have all the rights of a shareholder of the
Company, including without limitation the right to vote and the right to
receive dividends and distributions on such Common Shares.


 


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13.                                 Company’s Right of First Refusal. 
Before any Exercised Shares held by Participant or any transferee
(either being sometimes referred to herein as the “Holder”) may be sold or
otherwise Transferred (including Transfer by gift or operation of law), and
except as otherwise provided in this Section II.13, the Company or its
successors or assignee(s) shall have a right of first refusal to purchase
the Exercised Shares on the terms and conditions set forth in this Section II.13
(the “Right of First Refusal”).


 


a.                                       Estate Planning Transfers. 
The Holder of the Exercised Shares may Transfer such shares (i) by
will or under the laws of descent and distribution; (ii) pursuant to a
domestic relations order; or (iii) to a trust, partnership, custodianship
or other fiduciary account for the benefit of the Holder and/or his or her
ancestors, descendants or spouse, so long as the Holder, during his or her
lifetime, has control over such entity or account (each such transfer an “Estate
Planning Transfer”).  The transferee of
an Estate Planning Transfer shall receive and hold the Common Shares so
transferred subject to the provisions of this Agreement, including but not
limited to this Section II.13.


 


b.                                      Notice of Proposed Transfer. 
In the event of any proposed Transfer of the Exercised Shares permitted
by the Company’s charter documents (other than an Estate Planning Transfer),
the Holder of the Exercised Shares (or, in the case of an involuntary Transfer,
such as an assignment for the benefit of creditors or by operation of law, the
transferee) shall deliver to the Company a written notice (the “Transfer Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise Transfer
such Exercised Shares; (ii) the name of each proposed purchaser or other
transferee (“Proposed Transferee”); (iii) the number of Exercised Shares
proposed to be Transferred to each Proposed Transferee; (iv) the bona fide
cash price and/or the fair market value of any other consideration that the
transferee has agreed to pay for the Exercised Shares, if any (the “Offered
Price”); and (v) such other information as the Company may reasonably
request.


 


c.                                       Exercise of Right of First Refusal. 
At any time within thirty (30) days after the later of the Company’s
receipt of the Transfer Notice and receipt of such other information as the
Company may reasonably request, the Company may, by giving written notice to
the Holder, elect to purchase the Exercised Shares proposed to be transferred
to any one or more of the Proposed Transferees, at the Purchase Price
determined in accordance with paragraph (d) of this Section II.13.  Such written notice shall specify a closing
date for such repurchase that is no more than sixty (60) days after the date of
such written notice.


 


d.                                      Purchase Price. 
The purchase price (“Purchase Price”) for the Exercised Shares purchased
by the Company or its successors or assignee(s) under this Section II.13
shall be the Offered Price or, if no Offered Price was determined, the Fair
Market Value of the Common Shares to be repurchased.  If the Offered Price includes consideration
other than cash, the cash equivalent value of the non-cash consideration shall
be determined by the Administrator in good faith.  In the event of a dispute regarding the
Purchase Price, the parties shall resolve such dispute through the procedures
set forth in Section II.9 of the Plan and referenced in Section III.2
of the Plan.


 


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e.                                       Payment.  Payment of the
Purchase Price shall be made in United States dollars (by check) no later than
the closing date specified in paragraph (c) of this Section II.13.


 


f.                                         Holder’s Right to Transfer. 
If all of the Common Shares proposed in the Transfer Notice to be
Transferred to a given Proposed Transferee are not purchased by the Company
and/or its successors or assignee(s) as provided in this Section II.13,
then the Holder may sell or otherwise Transfer such Common Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale
or other Transfer is consummated within 120 days after the date of the Transfer
Notice, that any such sale or other Transfer is effected in accordance with any
applicable securities laws, and that the Proposed Transferee agrees in writing
that the Proposed Transferee shall be subject to the Participant’s obligations
under the Plan and this Agreement, including but not limited to this Section II.13,
with respect to the Common Shares in the hands of such Proposed
Transferee.  If the Common Shares
described in the Transfer Notice are not Transferred to the Proposed Transferee
within such period, a new Transfer Notice shall be given to the Company, and
the Company and/or its successors or assignees shall again be offered the Right
of First Refusal, before any Common Shares held by the Holder may be sold or
otherwise Transferred.


 


14.                                 No Guarantee of Continued Employment or
Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF COMMON SHARES SUBJECT TO THIS OPTION PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING IN AN ELIGIBLE STATUS AT THE WILL
OF THE COMPANY OR A SUBSIDIARY, AND NOT THROUGH THE ACT OF BEING HIRED OR BEING
GRANTED THIS OPTION.  PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER, AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT IN AN ELIGIBLE STATUS FOR
THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY
WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S (OR A SUBSIDIARY’S) RIGHT TO
TERMINATE PARTICIPANT’S RELATIONSHIP WITH THE COMPANY OR ITS SUBSIDIARY IN AN
ELIGIBLE STATUS AT ANY TIME, WITH OR WITHOUT CAUSE.


 


15.                                 Address for Notices. 
Any notice to be given to the Company under the terms of this Agreement
shall be addressed to the Company at 10 Glenlake Parkway, Suite 800, South
Tower, Atlanta, GA 30328, Attn: General Counsel, or at such other address as
the Company may hereafter designate in writing.


 


16.                                 Electronic Delivery. 
The Company may, in its sole discretion, decide to deliver any documents
related to Options awarded under the Plan or future Awards that may be granted
under the Plan by electronic means or request Participant’s consent to
participate in the Plan by electronic means. 
Participant hereby consents to receive such documents by electronic
delivery and agrees to participate in the Plan through any on-line or
electronic system established and maintained by the Company or a third party
designated by the Company.


 


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17.           Plan Governs.  This Agreement is subject to all terms and
provisions of the Plan.  In the event of
a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan shall govern.  Capitalized terms used but not defined in
this Agreement shall have the meaning set forth in the Plan.


 


18.           Amendment, Suspension, or
Discontinuance of the Plan. 
Participant understands that the Plan is discretionary in nature and may
be amended, suspended, or discontinued by the Board at any time.


 


19.           Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on Transfer
herein set forth, this Agreement shall be binding upon Participant and his or
her heirs, executors, administrators, successors, and assigns.


 


20.           Administrator Authority.  Subject to the limitations of the Plan, the
Administrator shall have the power to establish, amend and rescind rules and
regulations relating to the Plan (including, but not limited to, the
determination of whether or to what degree the Option has vested), to construe
and interpret the terms of the Plan and this Agreement, and to make all other
determinations necessary or advisable for its administration and
interpretation.  All actions taken and
all interpretations and determinations made by the Administrator in good faith
shall be final and binding upon Participant, the Company, and all other
interested persons.  No individual member
of the Administrator shall be personally liable for any action, determination,
or interpretation made in good faith with respect to the Plan or this
Agreement.


 


21.           Interpretation.  Any dispute regarding the interpretation of
this Agreement shall be submitted by Participant or by the Company forthwith to
the Administrator, which shall review such dispute at its next regular meeting.  The resolution of such a dispute by the Administrator
made in good faith shall be final and binding upon Participant, the Company,
and all other interested persons.


 


22.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


23.           Severability.  In the event that any provision in this
Agreement is held invalid or unenforceable, such provision shall be severable
from, and such invalidity or unenforceability shall not be construed to have
any effect on, the remaining provisions of this Agreement.


 


24.           Entire Agreement.  This Agreement, the Plan as incorporated by
reference, the Exercise Notice, and the Investment Representation Statement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to Participant’s interest without the
written consent of Participant. 
Participant expressly warrants that he or she is not accepting this
Agreement in reliance on any promises, representations, or inducements other
than those contained herein.


 


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25.           Governing Law. This Agreement
is governed by the internal substantive laws, but not the choice of law rules,
of the State of Georgia.


 


26.           Resolution of Disputes.  Except as otherwise provided in the Plan or
this Agreement, any dispute arising under the Plan or this Agreement shall be
submitted to arbitration before a single arbitrator in [Atlanta, Georgia], in
accordance with the then current Employment Dispute Resolution Rules of
the American Arbitration Association (or any successor organization).  The award in any such arbitration shall be
final and binding on the parties, and judgment upon such award may be entered
in any federal or state court having jurisdiction.  The arbitrator, in his or her sole
discretion, may determine that there is a prevailing party or parties in the
arbitration and, if so, that the costs of the arbitration proceedings,
including reasonable attorneys’ fees, that would otherwise be borne by such
party or parties shall be borne by the other party or parties.


 


[Signatures
appear on next page.]


 


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Participant acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all
of the terms and provisions thereof. 
Participant has reviewed the Plan and this Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this
Agreement, and fully understands all provisions of this Agreement.  Participant hereby agrees to notify the
Company upon any change in the residence address indicated below.  Participant further agrees to accept as
binding, conclusive, and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.


 


PARTICIPANT FURTHER AGREES
THAT, PURSUANT TO SECTION II.26 OF THIS AGREEMENT, ANY DISPUTE ARISING
UNDER THE PLAN OR THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION BEFORE A
SINGLE ARBITRATOR IN [ATLANTA, GEORGIA], IN ACCORDANCE WITH THE THEN CURRENT
EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (OR
ANY SUCCESSOR ORGANIZATION); THAT THE AWARD IN ANY SUCH ARBITRATION SHALL BE
FINAL AND BINDING ON THE PARTIES; THAT JUDGMENT UPON SUCH AWARD MAY BE
ENTERED IN ANY FEDERAL OR STATE COURT HAVING JURISDICTION; AND THAT THE
ARBITRATOR MAY IN HIS OR HER DISCRETION DETERMINE THAT A PARTY OR PARTIES
TO SUCH ARBITRATION SHALL BEAR THE COSTS OF THE ARBITRATION PROCEEDINGS,
INCLUDING REASONABLE ATTORNEYS’ FEES, THAT WOULD OTHERWISE BE BORNE BY THE
OTHER PARTY OR PARTIES.


 


 


	
  PARTICIPANT

  	
   

  	
  AMERICOLD REALTY TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Address

  
	
   

  	
   

  	
  Americold Realty Trust

  
	
   

  	
   

  	
  10 Glenlake Parkway

  
	
   

  	
   

  	
  Suite 800, South
  Tower

  
	
   

  	
   

  	
  Atlanta, GA 30328

  



 


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EXHIBIT A


 


AMERICOLD
REALTY TRUST


2008
EQUITY INCENTIVE PLAN


STOCK
OPTION EXERCISE NOTICE


 


Americold Realty Trust


10 Glenlake
Parkway


Suite 800,
South Tower


Atlanta, GA 30328


 


1.             Exercise of Option.  Effective as of today,                      ,
the undersigned Participant hereby elects to exercise Participant’s Option to
purchase                  
Common Shares (the “Exercised Shares”) of Americold Realty Trust (the “Company”)
under and pursuant to the 2008 Equity Incentive Plan (the “Plan”) and the Stock
Option Agreement between Participant and the Company dated                     
(the “Agreement”).


 


2.             Delivery of Payment.  Participant (a) herewith delivers to the
Company the full purchase price of the Exercised Shares and any Tax Withholding
Liability to be paid in connection with the exercise of the Option, as set
forth in the Agreement and determined by the Administrator; or (b) has
made other satisfactory arrangements (as determined by the Administrator) for
the payment or withholding of such purchase price and Tax Withholding
Liability.


 


3.             Representations of Participant.  Participant acknowledges that Participant has
received, read, and understood the Plan and the Agreement and agrees to abide
by and be bound by their terms and conditions.


 


4.             Rights as Shareholder.  Until the issuance of the Exercised Shares
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), neither Participant nor any person
claiming under or through Participant shall have any of the rights or
privileges of a holder of Common Shares with respect to the Exercised Shares
(including, without limitation, the right to vote or receive dividends or other
distributions), notwithstanding the exercise of the Option.  The Exercised Shares shall be issued to
Participant as soon as practicable after the Option is exercised.  No adjustment shall be made for a dividend or
other right for which the record date is prior to the date of issuance, except
as provided in the Plan.


 


5.             Tax Consultation. 
Participant understands that Participant may suffer adverse tax
consequences as a result of Participant’s purchase or disposition of the
Shares.  Participant represents that
Participant has consulted with any tax consultants Participant deems advisable
in connection with the purchase or disposition of the Shares and that
Participant is not relying on the Company or its Subsidiaries for any tax
advice.


 


6.             Restrictive Legends and Stop-Transfer Orders.


 


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a.             Legends. 
Participant understands and agrees that the Company shall cause the
legends set forth below or legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership of the Common Shares
together with any other legends that may be required by the Company or by state
or federal securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT
OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS
SET FORTH IN THE AMERICOLD REALTY TRUST 2008 EQUITY INCENTIVE PLAN AND THE
STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER.  SUCH TRANSFER RESTRICTIONS AND
RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


b.             Stop Transfer Notices.  Participant agrees that, if and to the extent
deemed necessary by the Administrator to ensure compliance with the
restrictions set forth in the Plan and the Agreement, the Company may issue
appropriate stop transfer instructions to its transfer agent, if any, and if
the Company transfers its own securities, the Company may make appropriate
notations to the same effect in its own records.


 


c.             Refusal to Transfer.  The Company shall not be required (i) to
transfer on its books any Common Shares that have been sold or otherwise
Transferred in violation of any of the provisions of the Agreement or (ii) to
treat as owner of such Common Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Common Shares shall
have been so Transferred.


 


7.             Governing Law and Resolution of Disputes.  The Agreement is governed by the internal
substantive laws, but not the choice of law rules, of the State of
Georgia.   Except as otherwise provided
in the Plan or the Agreement, any dispute arising under the Plan or the
Agreement shall be submitted to arbitration before a single arbitrator in
[Atlanta, Georgia], in accordance with the then current Employment Dispute
Resolution Rules of the American Arbitration Association (or any successor
organization).  The award in any such
arbitration shall be final and binding on the parties, and judgment upon such
award may be entered in any federal or state court having jurisdiction.  The arbitrator, in his or her sole
discretion, may determine that there is a prevailing party or parties in the
arbitration and, if so, that the costs of the arbitration 


 


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proceedings, including reasonable attorneys’ fees,
that would otherwise be borne by such party or parties shall be borne by the
other party or parties.


 


8.             Compliance With Laws.  Participant agrees that she or she will not
sell or otherwise Transfer the Exercised Shares, except pursuant to
registration and/or qualification under applicable federal and state securities
laws, or an exemption therefrom.


 


9.             Entire Agreement. 
The Plan and the Agreement are incorporated herein by reference.  This Stock Option Exercise Notice, the Plan,
the Agreement, and the Investment Representation Statement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof, and may not
be modified adversely to Participant’s interest except by means of a writing
signed by the Company and Participant.


 


[Signatures appear on next page.]


 


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  Submitted by:

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  
	
  PARTICIPANT:

  	
   

  	
  AMERICOLD REALTY
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Americold Realty
  Trust

  
	
   

  	
   

  	
  10 Glenlake
  Parkway

  
	
   

  	
   

  	
  Suite 800,
  South Tower

  
	
   

  	
   

  	
  Atlanta, GA
  30328

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date Received

  



 


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EXHIBIT B


 


AMERICOLD
REALTY TRUST


2008
EQUITY INCENTIVE PLAN


INVESTMENT
REPRESENTATION STATEMENT


 


PARTICIPANT:


 


COMPANY:                          Americold Realty Trust


 


SECURITIES:                        Common Shares


 


AMOUNT:                                                        
Common Shares


 


DATE:                                                                           


 


In connection with the purchase of the above-listed
Securities, the undersigned Participant represents to the Company the
following:


 


1.             Participant is aware of the Company’s business affairs
and financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the
Securities.  Participant is acquiring
these Securities for investment for Participant’s own account only and not with
a view to, or for resale in connection with, any “distribution” thereof within
the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


 


2.             Participant acknowledges and understands that the
Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of Participant’s investment intent as expressed herein.  In this connection, Participant understands
that, in the view of the Securities and Exchange Commission, the statutory
basis for such exemption may be unavailable if Participant’s representation was
predicated solely upon a present intention to hold these Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale,
for or until an increase or decrease in the market price of the Securities, or
for a period of one year or any other fixed period in the future.  Participant further understands that the
Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is
available.  Participant further
acknowledges and understands that the Company is under no obligation to
register the Securities.  Participant
understands that any certificate evidencing the Securities will be imprinted
with a legend prohibiting the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company and any other legend required under applicable
state securities laws.


 


3.             Participant is familiar with the provisions of Rule 701
and Rule 144, each promulgated under the Securities Act, which, in
substance, permit limited public resale of “restricted securities” acquired,
directly or indirectly from the issuer thereof, in a non-public 


 


1

















 


offering subject to the satisfaction of certain
conditions.  Rule 701 provides that
if the Company qualifies under Rule 701 at the time of the grant of the
Option to Participant, the exercise will be exempt from registration under the
Securities Act.  In the event the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ninety
(90) days thereafter (or such longer period as any market standstill agreement
may require) the Securities exempt under Rule 701 may be resold, subject
to the satisfaction of certain of the conditions specified by Rule 144.  In the case of a resale by either an
affiliate or a nonaffiliate, no specified period of time would be required to
have elapsed since the later of the date the Securities were sold by the
Company or the date the Securities were sold by an affiliate of the Company,
within the meaning of Rule 144 (a “holding period”).  The affiliate’s resale, however, would be
conditioned on the satisfaction of the conditions set forth in Rule 144
regarding (a) the availability of certain public information about the
Company, (b) the amount of Securities being sold during any three month
period not exceeding the limitations specified in Rule 144(e), (c) the
manner of sale of the Securities, and (d) the timely filing of a Form 144,
if applicable.


 


4.             In the event that the Company does not qualify under Rule 701
at the time of grant of the Option, the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144.  If the Company were subject to the reporting
requirements under the Exchange Act:


 


·      A
nonaffiliate would be permitted to resell after a holding period of one year
without regard to whether certain public information about the Company was
available.


 


·      A
nonaffiliate would be permitted to resell after holding period of at least six
months but less than one year if certain public information about the Company
was available.


 


·      An
affiliate would be permitted to resell after a holding period of six months
provided the conditions set forth in clauses (a), (b), (c) and (d) of
Section 3 herein were satisfied.


 


If the Company were not subject to reporting requirements, both
nonaffiliates and affiliates would be unable to resell until after a holding
period of at least one year.  In
addition, an affiliate’s resale would be subject to the satisfaction of the
conditions set forth in clauses (a), (b), (c) and (d) of Section 3
herein.


 


5.             Participant further understands that in the event all
of the applicable requirements of Rule 701 or 144 are not satisfied,
registration under the Securities Act, compliance with Regulation A, or some
other registration exemption will be required; and that, notwithstanding the
fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and
otherwise than pursuant to Rules 144 or 701 will have a substantial burden
of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who
participate in such 


 


2

















 


transactions do so at their own risk.  Participant understands that no assurances
can be given that any such other registration exemption will be available in
such event.


 


	
   

  	
  Signature of
  Participant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date: 

  	
   

  



 


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