Exhibit 10.3
CLASS E UNIT PURCHASE AGREEMENT
THIS CLASS E UNIT PURCHASE AGREEMENT (this "Agreement"), dated as of April 30,
2004 (the "Effective Date"), is entered into between NSP Holdings L.L.C., a
Delaware limited liability company (the "LLC"), and
("Executive").
The LLC and Executive desire to enter into this agreement relating to
Executive's purchase of certain securities of the LLC.
The parties hereto agree as follows:
1.
PURCHASE OF CLASS E UNITS.
(A)
ON THE DATE HEREOF, EXECUTIVE SHALL MAKE A
CAPITAL CONTRIBUTION TO THE LLC IN THE AMOUNT OF $
(THE "CLASS E CAPITAL
CONTRIBUTION") IN EXCHANGE FOR, AND THE LLC SHALL ISSUE TO
EXECUTIVE,
CLASS E UNITS OF THE LLC.
EXCEPT AS OTHERWISE
SPECIFIED IN THE LLC AGREEMENT, EXECUTIVE SHALL MAKE HIS CLASS E CAPITAL
CONTRIBUTION TO THE LLC BY DELIVERY TO THE LLC OF A CERTIFIED CHECK OR CASHIER'S
CHECK, OR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT
DESIGNATED BY THE LLC, IN AN AGGREGATE AMOUNT EQUAL TO THE CLASS E CAPITAL
CONTRIBUTION.
THE EXECUTIVE UNITS ISSUED TO EXECUTIVE HEREUNDER ARE SUBJECT TO
VESTING PURSUANT TO SECTION 2 OF THIS AGREEMENT.
(B)
WITHIN 30 DAYS AFTER THE DATE HEREOF,
EXECUTIVE SHALL MAKE AN EFFECTIVE ELECTION WITH THE INTERNAL REVENUE SERVICE
UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE (THE "CODE") AND THE
REGULATIONS PROMULGATED THEREUNDER WITH RESPECT TO THE EXECUTIVE UNITS BEING
ACQUIRED HEREUNDER.
(C)
IN CONNECTION WITH THE PURCHASE AND SALE OF
THE EXECUTIVE UNITS HEREUNDER, EXECUTIVE REPRESENTS AND WARRANTS TO THE LLC
THAT:
(I)
THE EXECUTIVE UNITS OWNED BY EXECUTIVE
AND SUBJECT TO THIS AGREEMENT ARE BEING ACQUIRED FOR EXECUTIVE'S OWN ACCOUNT AND
NOT WITH A VIEW TO, OR INTENTION OF, DISTRIBUTION THEREOF IN VIOLATION OF THE
SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE EXECUTIVE UNITS
WILL NOT BE DISPOSED OF IN CONTRAVENTION OF THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS.
(II)
EXECUTIVE IS AN EXECUTIVE OFFICER OF THE
LLC AND/OR ONE OR MORE OF ITS SUBSIDIARIES, AND EXECUTIVE IS SOPHISTICATED IN
FINANCIAL MATTERS AND IS ABLE TO EVALUATE THE RISKS AND BENEFITS OF THE
INVESTMENT IN THE EXECUTIVE UNITS.
(III)
EXECUTIVE IS AN "ACCREDITED INVESTOR" AS
DEFINED UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
(IV)
EXECUTIVE IS ABLE TO BEAR THE ECONOMIC RISK OF
THE INVESTMENT IN THE EXECUTIVE UNITS FOR AN INDEFINITE PERIOD OF TIME BECAUSE
THE EXECUTIVE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND,
THEREFORE, CANNOT BE SOLD UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES
ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
(V)
EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK
QUESTIONS AND RECEIVE ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE
RESTRICTIONS BEING PLACED ON THE EXECUTIVE UNITS AND HAS HAD FULL ACCESS TO SUCH
OTHER INFORMATION CONCERNING THE LLC AND ITS SUBSIDIARIES AS EXECUTIVE HAS
REQUESTED.
(VI)
EXECUTIVE HAS BEEN GIVEN THE OPPORTUNITY TO
CONSULT WITH INDEPENDENT LEGAL COUNSEL REGARDING HIS RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT, FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED
HEREIN AND INTENDS