Management Equity Subscription Agreement (Arthur J. Higgins)



 Exhibit 10.8 

MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT 

THIS MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of September 8, 2010, by and between
PTS Holdings Corp., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (“Executive”). 

WHEREAS, Executive has been selected by the Company to purchase shares of common stock of the Company (“Common Stock”)
and in connection therewith the Company seeks to grant an option to purchase shares of Common Stock (the “Option”) pursuant to the terms set forth below and the terms of the Plan, the Stock Option Agreement, and the Securityholders
Agreement; and 
 WHEREAS, on the terms and subject to the conditions hereof, Executive desires to subscribe for and acquire
from the Company, and the Company desires to issue and provide to Executive, shares of Common Stock and the Option, in each case, as set forth on Exhibit A, as hereinafter set forth. 

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows: 
 1. Definitions. 

1.1 Affiliate. The term “Affiliate” shall have the meaning set forth in the Plan. 

1.2 Agreement. The term “Agreement” shall have the meaning set forth in the preface. 

1.3 Applicable Federal Rate. The term “Applicable Federal Rate” shall have the meaning set forth in Section 1274 of
the Code. 
 1.4 Blackstone. The term “Blackstone” means Blackstone Capital Partners V L.P. and its Affiliates.

 1.5 Board. The “Board” means the Company’s Board of Directors. 

1.6 Call Notice. The term “Call Notice” shall have the meaning set forth in Section 4.2(b). 

1.7 Cause. The term “Cause” shall have the meaning set forth in the Stock Option Agreement. 

1.8 Code. The term “Code” means the Internal Revenue Code of 1986, as amended. 

1.9 Closing. The term “Closing” shall have the meaning set forth in Section 2.3. 

1.10 Closing Date. The term “Closing Date” shall have the meaning set forth in Section 2.3. 







 1.11 Common Stock. The term “Common Stock” shall have the meaning set forth
in the preface. 
 1.12 Company. The term “Company” shall have the meaning set forth in the preface.

 1.13 Confidential Information. The term “Confidential Information” shall have the meaning set forth in
Section 6.1. 
 1.14 Cost. The term “Cost” means the purchase price per Share paid by Executive.

 1.15 Disability. The term “Disability” shall have the meaning set forth in the Plan. 

1.16 Executive. The term “Executive” shall have the meaning set forth in the preface. 

1.17 Fair Market Value. The term “Fair Market Value” shall have the meaning set forth in the Plan. 

1.18 Family Group. The term “Family Group” shall have the meaning set forth in the Securityholders Agreement.

 1.19 Financing Default. The term “Financing Default” means an event which would constitute (or with notice
or lapse of time or both would constitute) an event of default under any of the financing documents of the Company or its Affiliates from time to time and any restrictive financial covenants contained in the organizational documents of the Company
or its Affiliates. 
 1.20 Fiscal Year. The term “Fiscal Year” means each fiscal year of
the Company (which, for the avoidance of doubt, ends on or about
June 30th of any given year). 

1.21 Grant Date. The term “Grant Date” means September 8, 2010. 

1.22 Lapse Date. The term “Lapse Date” shall have the meaning set forth in the Securityholders Agreement. 

1.23 Option. The term “Option” shall have the meaning set forth in the preface. 

1.24 Put Notice. The term “Put Notice” shall have the meaning set forth in Section 4.1(b). 

1.25 Person. The term “Person” shall have the meaning set forth in Section 6.1(a)(i). 

1.26 Plan. The term “Plan” means the 2007 PTS Holdings Corp. Stock Incentive Plan, as it may be amended or supplemented
from time to time. 
 1.27 Purchase Price. The term “Purchase Price” shall have the meaning set forth in
Section 2.1. 
 1.28 Securities Act. The term “Securities Act” means the Securities Act of 1933, as
amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time. 
  

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 1.29 Securityholders Agreement. The term “Securityholders Agreement” means
the Securityholders Agreement dated as of May 7, 2007, among the Company and the other parties thereto, as it may be amended or supplemented thereafter from time to time. 

1.30 Shares. The term “Shares” means any shares of Common Stock acquired by Executive, including Shares issuable or
issued upon exercise of the Option. 
 1.31 Stock Option Agreement. The term “Stock Option Agreement” means the
Stock Option Agreement, dated as of the Grant Date, among Executive and the Company, as it may be amended or supplemented thereafter from time to time. 

1.32 Subsidiary. The term “Subsidiary” shall have the meaning set forth in the Plan. 

1.33 Termination Date. The term “Termination Date” means the date upon which Executive’s service with the Company
and its Subsidiaries is terminated. 
 2. Subscription for Shares; Grant of Option. 

2.1 Purchase of Shares. Pursuant to the terms and subject to the conditions set forth in this Agreement, Executive hereby
subscribes for and agrees to purchase, and the Company hereby agrees to issue to Executive, on the Closing Date, the number of Shares set forth on Exhibit A attached hereto in exchange for the aggregate purchase price (the “Purchase
Price”) set forth on Exhibit A attached hereto. 
 2.2 Grant of Option. Pursuant to the terms and subject to the
conditions set forth in this Agreement, the Plan and the Stock Option Agreement, as of the Grant Date, the Company shall grant to Executive an Option to purchase the number of Shares set forth on Exhibit A attached hereto at an exercise price per
Share equal to the amount set forth on Exhibit A attached hereto. 
 2.3 The Closing. The closing (the
“Closing”) of the issuance of Shares hereunder shall take place on September 13, 2010 (the “Closing Date”). At least two business days prior to the Closing, Executive shall deliver to the Company the Purchase
Price, payable by delivery of the amount in cash set forth on Exhibit A attached hereto, by delivery of a cashier’s or certified check or by wire transfer in immediately available funds. 

2.4 Closing Conditions. Notwithstanding anything in this Agreement to the contrary, the Company shall be under no obligation to
issue and sell to Executive any Shares or grant the Option unless (i) Executive is an employee of, or consultant to, the Company or one of its Subsidiaries on the Closing Date or the Grant Date, as applicable, (ii) the representations of
Executive contained in Section 3 hereof are true and correct in all material respects as of the Closing Date or the Grant Date, as applicable, and (iii) Executive is not in breach of any agreement, obligation or covenant herein required to
be performed or observed by Executive on or prior to the Closing Date or the Grant Date. 
 3. Investment Representations and Covenants of
Executive. 
 3.1 Shares Unregistered. Executive acknowledges and represents that Executive has been advised by the
Company that: 
 (a) the offer and sale of Shares have not been registered under the Securities Act; 

 

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 (b) the Shares must be held indefinitely and Executive must continue to bear the economic
risk of the investment in the Shares unless the offer and sale of the Shares are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; 

(c) there is no established market for the Shares and it is not anticipated that there will be any public market for the Shares in the
foreseeable future; 
 (d) a restrictive legend in the form set forth below and the legends set forth in Section 7.2 of the
Securityholders Agreement shall be placed on the certificates representing the Common Stock: 
 “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE 
 ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND 

OTHER PROVISIONS SET FORTH IN A MANAGEMENT 

EQUITY SUBSCRIPTION AGREEMENT WITH THE ISSUER 

DATED AS OF SEPTEMBER 8, 2010, AS AMENDED AND 

MODIFIED FROM TIME TO TIME, A COPY OF WHICH MAY 

BE OBTAINED BY THE HOLDER HEREOF AT THE 

ISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT 

CHARGE”; and 

(e) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer
and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Shares. 

3.2 Additional Investment Representations. Executive represents and warrants that: 

(a) Executive’s financial situation is such that Executive can afford to bear the economic risk of holding the Shares for an
indefinite period of time, has adequate means for providing for Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of Executive’s investment in the Shares; 

(b) Executive’s knowledge and experience in financial and business matters are such that Executive is capable of evaluating the
merits and risks of the investment in the Shares; 
 (c) Executive understands that the Shares are a speculative investment
which involves a high degree of risk of loss of Executive’s investment therein, there are substantial restrictions on the transferability of the Shares and, on the Grant Date or the Closing Date, as applicable, and for an indefinite period
following the Grant Date or the Closing Date, as applicable, there will be no public market for the Shares and, accordingly, it may not be possible for Executive to liquidate Executive’s investment in case of emergency, if at all; 

(d) the terms of this Agreement provide that, with respect to the Shares received upon exercise of the Option only, if Executive ceases
to provide services to the Company or its Subsidiaries, the Company and its Affiliates have the right to repurchase such Shares at a price which may, under certain circumstances, be less than the Fair Market Value thereof; 

 

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 (e) Executive understands and has taken cognizance of all the risk factors related to the
purchase of the Shares and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Shares or the Company or their prospects or other matters;

 (f) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from,
the Company and its representatives concerning the Company and its Subsidiaries, the Plan, the Stock Option Agreement, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of the
Shares and to obtain any additional information which Executive deems necessary; 
 (g) all information which Executive has
provided to the Company and the Company’s representatives concerning Executive and Executive’s financial position is complete and correct as of the date of this Agreement; and 

(h) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on
the signature page hereto. 
 4. Certain Sales Upon Termination of Service 

4.1 Put Option 

(a) If Executive’s service with the Company and its Subsidiaries terminates due to the Disability or death of the Executive prior to
the Lapse Date, Executive and the Executive’s Family Group shall have the right, subject to the provisions of Section 5 hereof, for one year following the later of (x) the Termination Date or (y) the date of receipt of the Shares
following exercise of the Option, to sell to the Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from Executive, all (or any portion) of Executive’s Shares at a price
per Share equal to Fair Market Value (measured as of the purchase date); provided that the exercise of such right may be delayed by the Company to the extent any such delay is necessary to avoid the application of adverse accounting treatment to the
Company. 
 (b) If Executive or Executive’s Family Group, as applicable, desires to exercise its option to require the
Company to repurchase Shares pursuant to Section 4.1(a), Executive or Executive’s Family Group, as applicable, shall send written notice to the Company setting forth Executive’s or Executive’s Family Group, as applicable,
intention to sell all of his or their Shares, as applicable, pursuant to Section 4.1(a) (the “Put Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of
the Company on a date specified by the Company no later than the 60th day after the giving of such notice. 
  

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 4.2 Call Option. 

(a) If Executive’s service with the Company and its Subsidiaries terminates for any of the reasons set forth in clauses (i) or
(ii) below prior to the Lapse Date, the Company shall have the right and option, but not the obligation, to purchase any or all of Executive’s Shares issuable or issued upon exercise of the Option for a period of 181 days (or such longer
period as is necessary in order to avoid the application of adverse accounting treatment to the Company) following the later of (x) the Termination Date or (y) the date of receipt of the Shares following exercise of the Option, in each
case, at a price per Share equal to the applicable purchase price determined as follows: 
 (i) Termination
for Cause. If Executive’s service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause, the purchase price per Share will be the lesser of (A) Fair Market Value (measured as of the
purchase date) and (B) Cost; or 
 (ii) Termination of Service Other than for Cause. If
Executive’s service with the Company and its Subsidiaries is terminated for any reason other than by the Company or any of its Subsidiaries for Cause, the purchase price per Share will be Fair Market Value (measured as of the purchase date).

 (b) If the Company desires to exercise its option to purchase such Shares pursuant to Section 4.2(a), the Company shall,
not later than 181 days following the later of (x) the Termination Date or (y) the date of receipt of the Shares following exercise of the Option, send written notice to Executive of its intention to purchase Shares, specifying the number
of Shares to be purchased (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the
30th day after the giving of the Call Notice. 
 (c) Notwithstanding the foregoing, if the Company elects not to exercise its
option to purchase Shares pursuant to this Section 4 and Executive’s service with the Company and its Subsidiaries terminated for any of the reasons set forth in clauses (a)(i) or (a)(ii) above prior to the Lapse Date, Blackstone may elect
to purchase such Shares on the same terms and conditions set forth in this Section 4.2 by providing written notice to Executive of its intention to purchase Shares within 30 days after the expiration of the Company’s 181 day call window
following the later of (x) the Termination Date or (y) the date of receipt of the Shares following exercise of the Option. 
 5.
Certain Limitations on the Company’s Obligations to Purchase Shares. 
 5.1 Deferral of Purchases.
(a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares at any time pursuant to Section 4, regardless of whether it has delivered a Call Notice or received a Put Notice,
(i) to the extent that the purchase of such Shares would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign
court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing 
  


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Default, (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand
of the Company and no cash is available to the Company. The Company shall, within fifteen (15) days of learning of any such fact, so notify Executive that it is not obligated to purchase hereunder. 

(b) Notwithstanding anything to the contrary contained in Section 4, provided the Lapse Date has not occurred,
any Shares which Executive or Executive’s Family Group, as applicable, has elected to sell or the Company has elected to purchase, but which in accordance with Section 5.1(a) is not purchased at the applicable time provided in
Section 4, shall be purchased by the Company (x) by delivery of a note for the applicable purchase price payable in equal installments of up to three (3) years, bearing interest at the prime lending rate in effect as of the date of
the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under
Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a note as described in clause
(x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth
(15th) day after such date or dates that the purchase
of such Shares are no longer prohibited under Section 5.1(a) and the Company shall give Executive five (5) days’ prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase
price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1. 

5.2 Payment for Shares. If at any time the Company elects to purchase any Shares pursuant to Section 4, unless otherwise
provided for herein, the Company shall pay the purchase price for the Shares it purchases (i) first, by the cancellation of any indebtedness owing from Executive to the Company or any of its Subsidiaries and (ii) then, by the
Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Shares so purchased, duly endorsed.

 6. Confidentiality. 

(a) Executive will not at any time (whether during or after Executive’s service with the Company and its Subsidiaries)
(x) retain or use for the benefit, purposes or account of Executive or any other person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside the Company (other than its professional
advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information — including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes,
formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting,
training, advertising, sales, marketing, promotions, government and regulatory activities and approvals — concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third
party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board. 

 

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 (b) “Confidential Information” shall not include any information that is
(a) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (b) made legitimately available to Executive by a
third party without breach of any known confidentiality obligation; or (c) required by law to be disclosed or in any judicial or administrative process; provided that Executive shall give prompt written notice to the Company of such
requirement, disclose no more information than is so required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a protective order or similar treatment. 

(c) Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial
or tax advisors or lender, each of whom Executive agrees to instruct not to disclose, the existence or contents of this Agreement (unless this Agreement shall be publicly available as a result of a regulatory filing made by the Company or its
Affiliates). 
 (d) Upon termination of Executive’s service with the Company for any reason, Executive shall (x) cease
and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used
by the Company, its Subsidiaries or Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files,
letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or
otherwise relate to the business of the Company, its Affiliates and Subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify
and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware. 

7. Miscellaneous. 
 7.1
Transfers to Permitted Transferees. Prior to the transfer of Shares, to the extent permitted under the terms of the Securityholders Agreement, Executive shall deliver to the Company a written agreement of the proposed transferee
(a) evidencing such Person’s undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Shares transferred to such Person will continue to be Shares for purposes of this Agreement in the hands of such
Person. Any transfer or attempted transfer of Shares in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of
such Shares as the owner of such Shares for any purpose. 
 7.2 Recapitalizations, Exchanges, Etc. Affecting Shares. The
provisions of this Agreement shall apply, to the full extent set forth herein with respect to Shares, to any and all 
  

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securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in
substitution of the Shares, by reason of any dividend payable in shares of Common Stock, issuance of shares of Common Stock, combination, recapitalization, reclassification, merger, consolidation or otherwise. 

7.3 Executive’s Service with the Company. Nothing contained in this Agreement shall be deemed to obligate the Company or any
Subsidiary of the Company to retain the services of Executive in any capacity whatsoever or to prohibit or restrict the Company (or any such Subsidiary) from terminating the service of Executive at any time or for any reason whatsoever, with or
without Cause. 
 7.4 Cooperation. Executive agrees to cooperate with the Company in taking action reasonably necessary
to consummate the transactions contemplated by this Agreement. 
 7.5 Binding Effect. The provisions of this Agreement
shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that no transferee shall derive any rights under this Agreement unless and until such
transferee has executed and delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement; and provided further that Blackstone is a third party beneficiary of this Agreement and shall have the right to enforce the
provisions hereof. 
 7.6 Amendment; Waiver. This Agreement may be amended only by a written instrument signed by the
parties hereto. No waiver by any party hereto of any of the provisions hereof shall be effective unless set forth in a writing executed by the party so waiving. 

7.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
Delaware, without regard to conflicts of law principles thereof. 
 7.8 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, telecopied (with confirmation of receipt), one day after deposit with a reputable overnight delivery service (charges prepaid) and three days after
deposit in the U.S. Mail (postage prepaid and return receipt requested) to the address set forth below or such other address as the recipient party has previously delivered notice to the sending party. 

(a) If to the Company: 

PTS Holdings Corp. 

c/o Catalent Pharma Solutions, Inc. 

14 Schoolhouse Road Somerset, NJ 08873 

Attention: General Counsel 

with a copy to: 

c/o The Blackstone Group 
  

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 345 Park Avenue 

New York, New York 10154 

Attention: Chinh Chu 

Fax: (212) 583-5722 

and 
 Simpson
Thacher & Bartlett LLP 
 425 Lexington Avenue 

New York, NY 10017-3954 

Attn: Wilson Neely and Brian Robbins 

Fax: (212) 455-2502 

(b) If to the Executive, to the address as shown on the stock ledger of the Company. 

7.9 Integration. This Agreement and the documents referred to herein or delivered pursuant hereto which form a part hereof contain
the entire understanding of the parties with respect to the subject matter hereof and thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other
than those expressly set forth herein and therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, other than as specifically provided for herein. 

7.10 Counterparts. This Agreement may be executed in separate counterparts, and by different parties on separate counterparts each
of which shall be deemed an original, but all of which shall constitute one and the same instrument. 
 7.11 Injunctive
Relief. Executive and any permitted transferee each acknowledges and agrees that a violation of any of the terms of this Agreement will cause the Company irreparable injury for which adequate remedy at law is not available. Accordingly, it is
agreed that the Company shall be entitled to an injunction, restraining order or other equitable relief to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent
jurisdiction in the United States or any state thereof, in addition to any other remedy to which it may be entitled at law or equity. 

7.12 Rights Cumulative; Waiver. The rights and remedies of Executive and the Company under this Agreement shall be cumulative and
not exclusive of any rights or remedies which either would otherwise have hereunder or at law or in equity or by statute, and no failure or delay by either party in exercising any right or remedy shall impair any such right or remedy or operate as a
waiver of such right or remedy, nor shall any single or partial exercise of any power or right preclude such party’s other or further exercise or the exercise of any other power or right. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or
privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder. 
  

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 IN WITNESS WHEREOF, the parties have executed this Management Equity Subscription Agreement as of the date
first above written. 
  

			
	PTS HOLDINGS CORP.
		
	By:	 	/s/ John R. Chiminski
	Name:	 	John R. Chiminski
	Title:	 	President & Chief Executive Officer



Subscription Agreement 








	
	/s/ Arthur J. Higgins
	Arthur J. Higgins


 Please check the appropriate box:

  

	 	x	 Executive is an “accredited
investor”1 within the meaning of Rule 501(a) under
the Securities Act. 


  

	 	 ̈	Executive is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. 


 
  

	1
	 You are an “accredited investor” if you meet any of the following tests: 



 

	1.	You are a director or executive officer of the Company; 


	2.	You have an individual net worth, or joint net worth with your spouse, at the time of your purchase exceeding $1,000,000. For purposes of this item, “net
worth” means the excess of total assets at fair market value, including automobiles and other personal property but excluding the value of the primary residence of such natural person (and including property owned by a spouse other than the
primary residence of the spouse), over total liabilities. The amount of any mortgage or other indebtedness secured by an investor's primary residence should be not included as a “liability”, except to the extent the fair market value of
the residence is less than the amount of such mortgage or other indebtedness); 


	3.	You had individual income (excluding your spouse) in excess of $200,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in
2010; or 


	4.	You and your spouse had joint income in excess of $300,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010.


 Subscription Agreement 







 CONSENT OF SPOUSE 

I, Barbara Higgins, the undersigned spouse of Executive, hereby acknowledge that I have read the foregoing Management Equity Subscription
Agreement (the “Agreement”) and that I understand its contents. I am aware that the Agreement provides for the repurchase of my spouse’s Shares (as defined in the Agreement) issuable or issued upon exercise of the Option (as
defined in the Agreement) under certain circumstances and imposes other restrictions on the transfer of such Shares. I agree that my spouse’s interest in the Shares is subject to the Agreement and any interest I may have in such Shares shall
also be irrevocably bound by the Agreement and, further, that my community property interest in such Shares, if any, shall be similarly bound by the Agreement. 

I am aware that the legal, financial and other matters contained in the Agreement are complex and I am encouraged to seek advice with
respect thereto from independent legal and/or financial counsel. I have either sought such advice or determined after carefully reviewing the Agreement that I hereby waive such right. 

 

			
	Acknowledged and agreed this 8 day of September, 2010.
	
	 /s/ Barbara E. Higgins

		
	Name:	 	 Barbara E. Higgins

	
	 /s/ Pamela S. Saxon

		 	Witness









 EXHIBIT A 

Shares of Common Stock: 3,000 
 Aggregate
Purchase Price for Shares: $2,550,000 
 Number of Shares subject to the Option: 725 

Per Share Exercise Price of Shares subject to the Option: $850 

Exhibit A to Subscription Agreement