EX 10.10.2 - 01.31.2014






BAKERCORP INTERNATIONAL HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN


FORM OF
SENIOR MANAGEMENT NON-QUALIFIED STOCK OPTION AGREEMENT
The terms and conditions of the BakerCorp International Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”) are hereby incorporated by reference. Capitalized terms in this Non-Qualified Stock Option Agreement (the “Agreement”) that are not defined herein shall have the meanings stated in the Plan. In the case of any conflict between the provisions hereof and those of the Plan, the provisions of the Plan shall be controlling. 
In accordance with the Plan, the Committee adopted a resolution granting you (the “Optionee”) an Option under the Plan to purchase the number of Shares, specified below, for the Exercise Price (as such term is defined below) specified below and on the terms and subject to the conditions set forth in this Agreement and in the Plan.
This Agreement describes your rights with respect to the Option granted to you hereby and constitutes a legal agreement between you and BakerCorp International Holdings, Inc. (the “Company”).
Name of Optionee: 
Address of Optionee:    
 
 
Date of Grant: [●]
Number of Shares Subject to Option:
		
	•
	Option 1: [●]


		
	•
	Option 2: [●]


		
	•
	Option 3: [●]


 
Option Exercise Price:1 
		
	•
	Option 1: $[●]


		
	•
	Option 2: $200


		
	•
	Option 3: $300, provided, that if a Change in Control occurs on or prior to the third anniversary of the Effective Date, the Exercise Price shall be $200,




each, an “Exercise Price.”
 
Type of Option: Non-Qualified Stock Option
1 Subject to adjustment as set forth in Section 4(b) of the Plan.
2 The Exercise Price of Option 1 will be the Fair Market Value on the Date of Grant.

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Date of Grant specified above.
8107007.13
BAKERCORP INTERNATIONAL HOLDINGS, INC.




By:    
[Optionee]        Name:
Title:  



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CONSENT OF SPOUSE
The undersigned spouse of the Optionee has read and hereby approves the terms and conditions of the Plan and this Agreement.  In consideration of the Company’s granting his or her spouse the right to purchase Shares as set forth in the Plan and this Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Agreement and further agrees that any community property interest shall be similarly bound.  The undersigned hereby appoints the undersigned’s spouse as attorney‐in‐fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Agreement.
_______________________________________ 
Spouse of [the Optionee]



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1.    Vesting and Term.
(a)    Separate Agreements.  For the avoidance of doubt, each separately identified Option set forth on Page 1 of this Agreement shall be treated as if it were a separate Option, and this Agreement will be construed accordingly.  Unless the context requires otherwise, references hereinafter to the Option shall refer to each separately identified Option.
(b)    Vesting.  Unless the Option is previously terminated pursuant to the Plan or this Agreement and subject to the terms of any other agreement between the Optionee and the Company, so long as Optionee remains in Employment, the Option shall become vested and exercisable as to five percent (5%) of the Shares subject hereto on each of the first twenty (20) quarterly anniversaries of the Date of Grant, such that one hundred percent (100%) of the Shares subject hereto will be vested on the fifth (5th) anniversary of the Date of Grant; provided, however, that if during such Employment but prior to such fifth (5th) anniversary, (i) there occurs a Change in Control, the unvested portion of the Option shall become fully vested and immediately exercisable on the consummation of the Change of Control or (ii) the Optionee’s Employment is terminated (a “Termination”) (A) by any member of the Company Group without Cause; (B) by any member of the Company Group due to the Optionee’s Disability; (C) by the Optionee for Good Reason or upon Retirement or (D) due to the Optionee’s death, in each case, the additional portion of the Option that would have vested had the Optionee’s Employment continued until the one (1) year anniversary of the date of Termination, shall become vested upon such Termination. 
(c)    Term.  In no event shall any Shares be purchasable under this Agreement after the tenth (10th) anniversary of the Date of Grant.  Subject to the foregoing, the Option, to the extent vested, shall cease to be exercisable immediately and all rights of the Optionee hereunder shall thereupon terminate as follows:
(i)    Immediately upon a Termination (A) by any member of the Company Group for Cause or by the Optionee without Good Reason or (B) if the Optionee materially violates Section 2 of this Agreement at any time;
(ii)    On the first (1st) anniversary of the date of any Termination due to the Optionee’s death, Disability or Retirement; or
(iii)    On the ninetieth (90th) day after the date of any Termination by any member of the Company Group without Cause or by the Optionee with Good Reason ((ii) and (iii), the “Post-Termination Exercise Period”).  
If the Optionee does not exercise any portion of the Option within the Post-Termination Exercise Period, such portion shall terminate and shall be of no further force and effect following the close of business on the last day of the Post-Termination Exercise Period.  Upon any Termination, any unvested portion of the Option shall terminate immediately.  


For purposes of this Agreement, the terms “Cause” and “Disability” shall have the meaning specified in the Plan.  The terms “Good Reason” and “Retirement” shall have the meanings set forth in the Employment Agreement between the Optionee and BakerCorp as of June 1, 2011.

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(d)    Dividend Equivalent Rights.  In the event that the Company pays any dividend on the Shares to the stockholders of the Company generally, then the Optionee shall be entitled to receive a dividend equivalent payment in respect of the Shares purchasable under this Agreement in an amount equal to the product of (i) the number of Shares then subject to the Option hereunder multiplied by (ii) the per share amount of the dividend so paid.  Such dividend equivalent payment shall be paid to the Optionee in cash at the same time as the dividend on the Shares is paid to stockholders of the Company generally; provided, however, that any portion of the dividend equivalent payment attributable to any then-unvested portion of the Option shall be withheld and either (x) paid to the Optionee promptly (but in no event later than 10 days) following the vesting of such portion of the Option, or (y) forfeited by the Optionee upon the forfeiture and cancellation of such unvested portion of the Option, as applicable.  The Optionee’s right to receive the dividend equivalent payments contemplated hereunder shall cease upon the earliest to occur of (i) the expiration or forfeiture of the Option, (ii) the date on which the Shares subject to the Option are delivered to the Optionee following exercise of the Option, and (iii) two and one half (21⁄2) months after the end of the calendar year in which the Optionee’s “separation from service” (within the meaning of Code Section 409A) occurs.
2.    Restrictive Covenants.
(a)    Non-Competition. Optionee shall not until the date on which this Option has been fully exercised or the date on which it otherwise expires for any reason, directly or indirectly, as an officer, director, employee, partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any other capacity, engage in, or own, manage, operate or control, or participate in the ownership, management, operation or control of, any business or entity which engages anywhere in the Territory (as defined below) in any business or activity which is in competition with any aspect of the Business (as defined below); provided, however, that nothing herein shall prohibit the Optionee from (a) being a purely passive owner of, in the aggregate, not more than five percent (5%) of any class of securities of a publicly traded entity in any of the foregoing lines of business or (b) having non-controlling ownership of interests in any investment fund that may directly or indirectly invest in entities in any of the foregoing lines of business, so long as, in the case of each of the preceding clauses (a) and (b), the Optionee does not participate in any way in the management, operation or control of such entity.  In addition, the provisions of this Section 2(a) shall not be violated by the Optionee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Business so long as the Optionee and such subsidiary, division or unit does not have any involvement in a business in competition with the Business; provided, that, that the Optionee has notified the Company in advance of commencing such employment and has notified his or her new employer of the restrictions of this paragraph.
(b)    Confidential Information. Optionee must, until the date on which this Option has been fully exercised or the date on which it otherwise expires for any reason, maintain all Confidential Information (as defined below) in confidence and must not disclose any Confidential Information to anyone outside of the Company Group; and Optionee must not at any time use any Confidential Information for the benefit of Optionee or any third party. Nothing in this Agreement, 

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however, prohibits Optionee from: (1) disclosing any information (or taking any other action) in furtherance of Optionee’s duties to the Company Group while employed by any member of the Company Group; or (2) disclosing Confidential Information to the extent required by law (after giving prompt notice to the Company in order that the Company Group may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such information). Upon the Company’s request at any time, Optionee must immediately deliver to the Company all tangible items in Optionee’s possession or control that are or that contain Confidential Information, without keeping any copies. 
(c)    Non-Solicitation, No-Hire and Non-Disparagement. At all times prior to the date on which this Option has been fully exercised or the date on which it otherwise expires for any reason, the Optionee covenants and agrees that Optionee shall not, directly or indirectly, as an officer, director, employee, partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any other capacity, (i) solicit any Persons who are, or within the one-year period immediately preceding the date of exercise  were, customers of the Company Group, to purchase other than from the Company any goods or services sold by the Company Group relating to the Business or (ii) take any action to discourage any Persons who are, or within the one-year period immediately preceding the date of exercise were were, suppliers of the Company Group, from doing business with the Company Group.  In addition, Optionee covenants and agrees that Optionee shall not, directly or indirectly, as an officer, director, employee, partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any other capacity, hire or solicit to perform services (as an employee, consultant or otherwise) or take any actions which are intended to persuade any termination of association with any member of the Company Group (as applicable) any Persons who are, or within the six (6) month period immediately preceding the solicitation were, employed by the Company Group at the level of a manager, director (e.g., sales and marketing, business development), vice-president, president or any level more senior than any such level, provided, however, that (A) solicitation or hiring by Optionee or Optionee’s Affiliates of an immediate family member of such Optionee shall not constitute a violation of this Section 2(c) and (B) general solicitations of employment published in a journal, newspaper or other publication of general circulation or listed on any internet job site and not specifically directed towards such employees shall not be deemed to constitute solicitation for purposes of this Section 2(c) and the hiring of any person as a result of such permitted solicitations shall not constitute a breach of this Section 2(c).  The Optionee shall not at any time prior to the date on which this Option has been fully exercised or the date on which it otherwise expires for any reason, make (or cause to be made) to any Person any knowingly disparaging, derogatory or other negative statement about the Company Group.  The foregoing shall not be violated by (i) truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), or (ii) statements that the Optionee in good faith believes are necessary or appropriate to make in connection with his or her good faith performance of their duties to the Company Group.  
(d)    Reasonableness of Restrictions. Optionee specifically acknowledges and agrees that the time, geographic and activity restrictions (as applicable) set forth in this Section 2 are reasonable and properly required for the protection of the Company Group.

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For purposes of this Agreement:
“Business” means the business (i) of leasing temporary containment equipment, pumps, filtration equipment and related accessories, (ii) of selling pumps and related accessories, and (iii) as conducted or contemplated to be conducted (in the case of contemplated conduct, as evidenced by tangible business activities that have been undertaken by the Company or any of its Subsidiaries or actions, activities or plans approved by the Board) by the Company or any of its Subsidiaries on the date of Termination. 
“Company Group” means individually and collectively the Company and each of its direct and indirect subsidiaries.
“Confidential Information” means proprietary and confidential information regarding the Company Group that is not generally available to the public, including (to the extent that it is not so generally available): (1) information regarding the Company Group’s business, operations, financial condition, customers, vendors, sales representatives and other employees; (2) projections, budgets and business plans regarding the Company Group; (3) information regarding the Company Group’s planned or pending acquisitions, divestitures or other business combinations; (4) the Company Group’s trade secrets and proprietary information; and (5) the Company Group’s technical information, discoveries, inventions, improvements, techniques, processes, business methods, equipment, algorithms, software programs, software source documents and formulae. For purposes of the preceding sentence, information is not treated as being generally available to the public if it is made public by the Executive in violation of this Agreement. 
“Territory” means anywhere in North America.
3.    No Right to Employment.  Nothing contained herein shall be construed to confer on the Optionee any right to be retained in the Employment of the Company Group or to diminish any right of the Company Group to dismiss the Optionee from Employment, free from any liability, or any claim under this Agreement or the Plan, unless otherwise expressly provided in the Plan or in this Agreement.
4.    Limits on Assignment and Transferability.  No Option and no right under any such Option shall be assignable, alienable, saleable or transferable by the Optionee otherwise than by will or by the laws of descent and distribution, and such Option, and each right under any such Option, shall be exercisable during the Optionee’s lifetime only by the Optionee or, if permissible under applicable law, by the Optionee’s guardian or legal representative, However nonqualified stock options may, with the prior written consent of the Committee, be transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse) to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only parties. In addition, the Optionee may, in the manner established by the Committee, designate a beneficiary to exercise the rights of the Optionee upon the death of the Optionee; provided that any such beneficiary may exercise the Option only for a period of ninety (90) days following the Optionee’s death and only to the extent that it was vested and exercisable as of the day preceding the Optionee’s death. No Option, and no right under any such Option, may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, 

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attachment or encumbrance thereof shall be void and unenforceable.
5.    Time and Method of Exercise.
(a)    Notice of Exercise.  The Option shall be exercised when written notice of such exercise in substantially the form attached hereto as Exhibit A or such other form as the Committee may require from time to time (the “Exercise Notice”), signed by the person entitled to exercise the Option, has been delivered to the Company in accordance with the provisions of Section 8 hereof.  The Exercise Notice shall state that the Optionee is electing to exercise the Option, shall specify the number of Shares purchasable under the Option which such person then wishes to purchase (the “Purchased Shares”) and shall be accompanied by the items described in Section 5(b).  Delivery of the Exercise Notice shall constitute an irrevocable election to purchase the Shares specified in the Exercise Notice and the date on which the Company receives said notice and documentation shall, subject to the provisions of Section 7, be the date as of which the Shares so purchased shall be deemed to have been issued. 
(b)    Deliveries.  The Exercise Notice shall be accompanied by (A) payment in full of the Exercise Price in cash or by check or wire transfer and (B) if the Optionee is not then a party to the Stockholders’ Agreement, a fully executed Stockholders’ Agreement (a copy of which, in the form to be executed by the Optionee, will be supplied to the Optionee) and an undated stock power.  
(c)    Issuance of Shares.  Upon receipt of the Exercise Notice and subject to Section 5(b) and Section 10 hereof, the Company shall take such action as may be necessary under applicable law to effect the issuance to the Optionee of the Purchased Shares.  No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded to the nearest whole number.
(d)    Exercise by Optionee During Optionee’s Lifetime.  During the Optionee’s lifetime, the Option shall be exercisable only by the Optionee.  In the event of the Optionee’s death, to the extent that the vested portion of the Option remains as provided in Section 1, it shall be exercisable by the Optionee’s executor or administrator, or the person or persons to whom the Optionee’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 1 (and the term “Optionee” shall be deemed to include such person or persons).  Any such executor or administrator, or other the person or persons shall have all of the rights and the obligations of the Optionee herein.
(e)    Rights as a Stockholder.   The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Option Shares until:  (a) the Option shall have been exercised in accordance with the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any withholding taxes due, (b) the Optionee shall have delivered the fully executed Stockholders’ Agreement and stock power to the Company, (c) the Company shall have issued the Shares to the Optionee, and (d) the Optionee’s name shall have been entered as a shareholder of record on the books of the Company.  Upon the occurrence of all of the foregoing events, the Optionee shall have full ownership rights with respect to such shares, subject to the provisions of 

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the Stockholders’ Agreement.
6.    Tax Withholding.  Whenever Shares are to be issued upon exercise of the Option, the Company shall have the right to require the Optionee to remit to the Company cash sufficient to satisfy all federal, state and local withholding tax obligations (the “Withholding Tax Obligations”) prior to issuance of the Shares and the delivery of any certificate or certificates for such Shares.  In the discretion of the Committee, the Optionee may satisfy such Withholding Tax Obligations by surrendering to the Company at the time of exercise Shares (including Purchased Shares) having a Fair Market Value on the date of exercise equal to the Withholding Tax Obligations, provided, that, the Company is not then prohibited from purchasing or acquiring such Shares pursuant to any loan or debt agreement to which any member of the Company Group is a party or pursuant to applicable law.  
7.    Securities Act Compliance.  The Committee may require as a condition to the right to exercise the Option hereunder that the Company receive from the person exercising the Option representations, warranties and agreements, at the time of any such exercise, to the effect that the Shares are being purchased without any present intention to sell or otherwise distribute such Shares in violation of applicable federal securities laws and that the Shares will not be disposed of in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act of 1933, as then amended, and the rules and regulations thereunder (the “Securities Act”). The certificate issued to evidence such Shares shall bear appropriate legends summarizing such restrictions on the disposition thereof.
8.    Notices.   Any notice to be given to the Company pursuant to the provisions of the Plan or this Agreement shall be given by personal delivery, by telecopier or similar facsimile means, by registered or certified first-class U.S. mail, return receipt requested and postage prepaid, or by express courier or recognized overnight delivery service, charges prepaid.  If directed to the Company, any such notice shall be addressed to the Company’s principal executive office, to the Company’s Secretary, or to such other address, person or telecopier number as the Company may designate from time to time.  If directed to the Optionee, any such notice or communication shall be addressed to him or her at the address given beneath his or her signature on this Agreement, or at such other most recent address of the Optionee on file with the Company.  Any such notice shall be deemed given: (a) when delivered personally to the recipient; (b) when received, if sent by telecopy or similar facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by telecopy or other facsimile means); (c) on the date five days after the date mailed, if sent by registered or certified first-class U.S. mail, return receipt requested and postage prepaid; and (d) when delivered (or upon the date of attempted delivery where delivery is refused), if sent by express courier or recognized overnight delivery service, charges prepaid.  Whenever the giving of notice is required pursuant to the provisions of the Plan or this Agreement, the giving of such notice may be waived by the party entitled to receive such notice.
9.    Resolution of Disputes.  Any dispute or disagreement which may arise under, or as a result of, or which may in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Committee, in good faith, whose 

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determination shall be final, binding and conclusive for all purposes.
10.    Stop Transfer Orders, Etc.  All certificates for Shares or other securities of the Company delivered under the Plan pursuant to any Option or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other restrictions of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable federal or state securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
11.    Accredited Investor.  The Optionee has completed Schedule I attached hereto indicating whether the Optionee is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933.
12.    No Representations or Warranties.  The Company makes no representations or warranties as to the income, estate or other tax consequences to the Optionee of the grant or exercise of the Option or the sale or other disposition of the Shares acquired pursuant to the exercise thereof.
13.    Governing Law; Successors and Assigns.  This Agreement shall he construed and enforced in accordance with the laws of the State of Delaware and applicable federal law.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted assigns.
14.    Option Subject to Plan.  By entering into this Agreement, the Optionee agrees and acknowledges that the Optionee has received and read a copy of the Plan.  The Option is subject to the Plan.  The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference.  In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
15.    Signature in Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument
16.    Stockholder’s Agreement.  This Option and any Shares issuable upon exercise of this Option shall be subject to and conditioned upon the Optionee executing, delivering and becoming a party to a Stockholder’s Agreement in the form attached hereto as Exhibit B.







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SCHEDULE I
ACCREDITED INVESTOR QUESTIONNAIRE 
Please check any and all boxes that apply.  You must check at least one box: 
		
	o
	(i) Your individual net worth, or joint net worth with your spouse, as of the date indicated below, exceeds $1,000,000; 


For purposes of this paragraph (i), “net worth” means your assets (excluding the value of your primary residence) minus your liabilities (excluding any debt secured by your primary residence), provided that: 
		
	1)
	if the amount of the debt secured by your primary residence is greater than the estimated fair market value of your primary residence, you must include such excess amount as a liability; 


		
	2)
	if you borrowed any amount secured by your primary residence within the 60 day period prior to the date indicated below, you must include such amount as a liability, unless such borrowing results from the acquisition of your primary residence.  


		
	o
	(ii) You had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in the current year; or


		
	o
	(iii) None of the statements above apply.




Name: _________________
State of Residence:  ______
Date: _________________


3 The term “individual income” means adjusted gross income as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse), and the term “joint income” means adjusted gross income as reported for federal income tax purposes, including any income attributable to a spouse or to a property owned by a spouse, increased by the following amounts (including any amounts attributable to a spouse or to property owned by a spouse):  (i) the amount of any interest income received which is tax exempt under section 103 of the Internal Revenue Code; (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040); and (iii) any deduction claimed for depletion under section 611 et seq. of the Internal Revenue Code.







EXHIBIT A


BAKERCORP INTERNATIONAL HOLDINGS, INC.
NOTICE OF OPTION EXERCISE


Subject to the terms and conditions hereof, the undersigned (the “Purchaser”) hereby elects to exercise his or her option to purchase __________ shares of common stock (the “Shares”) of BakerCorp International Holdings, Inc. (the “Company”) under the BakerCorp International Holdings, Inc. Equity Incentive Plan (the “Plan”) and the Nonqualified Stock Option Agreement dated as of ________________, 20__ (the “Option Agreement”).  The purchase price for the Shares shall be $______ per Share for a total purchase price of $__________ (subject to applicable withholding taxes).  The Purchaser tenders herewith payment of the full Exercise Price in the form of cash, by check or by wire transfer or, if the Purchaser is permitted pursuant to the Option Agreement, (i) by delivery to the Company of certificate no(s). _____________, representing _______ Shares, having a Fair Market Value of $___________, together with a duly executed stock power or (ii) by reducing the number of Shares to be issued to him hereby by that number of Shares having an aggregate Fair Market Value on the date hereof equal to the aggregate purchase price of the Shares.  


In connection with the purchase of Shares, Purchaser represents and covenants the following:
1.    Knowledge and Representation.  The Purchaser 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 purchase the Shares.  The Purchaser is relying on his or her own business judgment and knowledge and the advice of his or her own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, in making the decision to purchase the Shares.  The Purchaser, either alone or with his or her advisors, has sufficient knowledge and experience in business and financial matters to evaluate the merits and risks of the purchase of the Shares and has the capacity to protect his or her own interests in connection with such purchase.  In furtherance of the foregoing, the Purchaser represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company Group or as to the desirability or value of an investment in the Company has been made to the Purchaser by or on behalf of the Company Group, and (ii) the Purchaser will continue to bear sole responsibility for making his or her own independent evaluation and monitoring of the risks of his or her investment in the Company.  The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the “Securities Act”).


2.    Investment Intent.  The Purchaser is purchasing the Shares for investment for his or her 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, or under any applicable provision of state securities laws.  The Purchaser does not have any present intention to transfer the Shares to any person or entity.



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3.    Securities Laws; Transfer Restrictions.  The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein.  The Purchaser acknowledges and understands that the Shares must be held indefinitely unless (i) they are subsequently registered under the Securities Act or any applicable provision of state securities laws or (ii) an exemption from such registration is available.  The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares.  In addition, the Purchaser acknowledges and understands that there are substantial restrictions on the transferability of the Shares under the Stockholders Agreement, dated as of June 1, 2011 (the “Stockholders Agreement”).  The Purchaser understands that the certificate or certificates evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares except in compliance with the Securities Act or applicable state securities laws and except in accordance with the provisions of the Stockholders Agreement, and that the Company will retain physical possession of the Shares as provided in the Stockholders Agreement.


4.    Tax.  The Purchaser understands that he or she may suffer adverse tax consequences as a result of his or her purchase or disposition of the Shares.  The Purchaser represents that he or she has consulted any tax consultants he or she deems advisable in connection with the purchase or disposition of the Shares and that he or she is not relying on the Company for any tax advice.  Purchaser understands that, prior to the issuance of any Shares, Purchaser will have to make satisfactory arrangements with the Company to satisfy any withholding requirements applicable to the exercise of the option.


5.    Speculative Investment.  The Purchaser understands that an investment in the Shares is a speculative investment which involves a high degree of risk of loss of the Purchaser’s investment therein.  The Purchaser is able to bear the economic risk of such investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in such securities.


6.    Underwriter Lock-Up.   The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to.
 
Please issue a certificate or certificates for such Shares in the name of:



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Name:    
Address:    
Social Security or Tax I.D. Number    
    
Signature    
Dated___________________, 20___







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EXHIBIT B
STOCKHOLDERS’ AGREEMENT



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