REGISTRATION RIGHTS AGREEMENT by and among BakerCorp International, Inc. and the Guarantors party hereto, and Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. as Initial Purchasers Dated as of June 1, 2011Registration Rights Agreement • July 27th, 2012 • FTT Holdings, Inc. • Services-equipment rental & leasing, nec • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of May 17, 2011 (as amended, modified or supplemented, the “Purchase Agreement”), among B-Corp Merger Sub, Inc., a Delaware corporation (the “MergerCo”), and the Initial Purchasers and supplemented as of the date of this Agreement by the joinder agreement to the Purchase Agreement by and among the Company, the Guarantors and the Initial Purchasers for (i) the benefit of the Initial Purchasers and (ii) the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company and the Guarantors have agreed to cause MergerCo, the Company and the Guarantors to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENT by and among BAKERCORP INTERNATIONAL HOLDINGS, INC., PERMIRA IV CONTINUING L.P.1, PERMIRA IV CONTINUING L.P.2, PERMIRA INVESTMENTS LIMITED, P4 CO-INVESTMENT L.P. and the OTHER PARTIES signatory hereto Dated as of June 1, 2011Registration Rights Agreement • May 31st, 2012 • FTT Holdings, Inc. • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of June 1, 2011, by and among BakerCorp International Holdings, Inc., a Delaware corporation (the “Company”), Permira IV Continuing L.P.1, Permira IV Continuing L.P.2, Permira Investments Limited and P4 Co-Investment L.P. (collectively, the “Permira Parties”), and each of the holders of Common Stock (as defined herein) of the Company that are identified on the signature pages hereto as Management Parties (the “Management Parties”) and each of the holders of Common Stock of the Company that are identified on the signature pages hereto as Additional Parties (the “Additional Parties”) and is effective as of the Effective Time.
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2012 • FTT Holdings, Inc. • Services-equipment rental & leasing, nec • California
EMPLOYMENT AGREEMENT, dated as of June 11, 2012 (the “Employment Agreement”), by and between BakerCorp, a Delaware corporation (the “Company”), and Raymond Aronoff (the “Executive”).
CREDIT AND GUARANTY AGREEMENT among BakerCorp International Holdings, Inc. (f/k/a B-Corp Holdings, Inc.), as Holdings, BakerCorp International, Inc. (f/k/a B-Corp Merger Sub, Inc.), as U.S. Borrower, BC International Holdings C.V., as European...Credit and Guaranty Agreement • May 31st, 2012 • FTT Holdings, Inc. • New York
CREDIT AND GUARANTY AGREEMENT, dated as of June 1, 2011, among BakerCorp International Holdings, Inc. (f/k/a B-Corp Holdings, Inc.), a Delaware corporation (“Holdings”), BakerCorp International, Inc. (f/k/a B-Corp Merger Sub, Inc.), a Delaware corporation (the “U.S. Borrower”), BC International Holdings C.V., a limited partnership (commanditaire vennootschap) organized under the laws of the Netherlands and having its seat in Amsterdam, the Netherlands (the “European Borrower”), the Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1) from time to time party hereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to this Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit, Morgan Stanley Senior Funding, Inc., as Syndication Agent and Deutsche Bank AG New York Branch, as Administrative Agen
BAKER CORP INTERNATIONAL HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN FORM OF MANAGEMENT NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • May 31st, 2012 • FTT Holdings, Inc.
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 Baker Corp International Holdings, Inc. (the “Company”) under the Baker Corp 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
STOCKHOLDERS’ AGREEMENT by and among BAKERCORP INTERNATIONAL HOLDINGS, INC. PERMIRA IV CONTINUING L.P.1, PERMIRA IV CONTINUING L.P.2, PERMIRA INVESTMENTS LIMITED, P4 CO-INVESTMENT L.P and the MINORITY STOCKHOLDERS party hereto Dated as of June 1, 2011Stockholders’ Agreement • July 27th, 2012 • FTT Holdings, Inc. • Services-equipment rental & leasing, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of June 1, 2011, by and among BakerCorp International Holdings, Inc., a Delaware corporation (the “Company”), Permira IV Continuing L.P.1, Permira IV Continuing L.P.2, Permira Investments Limited and P4 Co-Investment L.P. (collectively, the “Permira Stockholders”), the parties identified on the signature pages hereto as “Management Stockholders” (the “Management Stockholders”) and the parties identified on the signature pages hereto as “Additional Stockholders”(the “Additional Stockholders”, collectively with the Management Stockholders, the “Minority Stockholders” and, collectively with the Permira Stockholders, the “Stockholders”).
BAKERCORP INTERNATIONAL HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN FORM OF SENIOR MANAGEMENT ROLLOVER STOCK OPTION AGREEMENTManagement Rollover Stock Option Agreement • May 31st, 2012 • FTT Holdings, Inc.
This Agreement describes your rights with respect to the Option(s) granted to you hereby and constitutes a legal agreement between you and the Parent.
LY BTI HOLDINGS CORP. 2005 STOCK OPTION PLAN FORM OF TIME-VESTING STOCK OPTION GRANT AGREEMENTOption Grant Agreement • May 31st, 2012 • FTT Holdings, Inc.
This Agreement, which includes Sections 1 through 13 attached hereto, describes your rights with respect to the Option granted to you hereby and constitutes a legal agreement between you and the Parent.
AGREEMENT AND PLAN OF MERGER by and among B-CORP HOLDINGS, INC., B-CORP MERGER SUB, INC., LY BTI HOLDINGS CORP. And THE STOCKHOLDER REPRESENTATIVE NAMED HEREIN Dated as of April 12, 2011Agreement and Plan of Merger • July 27th, 2012 • FTT Holdings, Inc. • Services-equipment rental & leasing, nec • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of April 12, 2011, by and among B-Corp Holdings, Inc., a Delaware corporation (“Parent”), B-Corp Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), LY BTI Holdings Corp., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”) and Lightyear Capital, LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative (the “Stockholder Representative”).
Professional Services AgreementProfessional Services Agreement • July 27th, 2012 • FTT Holdings, Inc. • Services-equipment rental & leasing, nec • New York
This Professional Services Agreement (this “Agreement”) is made as of June 1, 2011, by and between Permira Advisers L.L.C. (“Permira”) and BakerCorp International, Inc. (the “Company”). Certain capitalized terms used herein are defined in Section 10 below.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERContribution Agreement • July 27th, 2012 • FTT Holdings, Inc. • Services-equipment rental & leasing, nec • Delaware
THIS AMENDMENT (this “Amendment”), dated as of May 31, 2011, to the Agreement and Plan of Merger, dated as of April 12, 2011 (the “Agreement”), is by and among B-Corp Holdings, Inc. a Delaware corporation (“Parent”), B-Corp Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, LY BTI Holdings Corp., a Delaware corporation (the “Company”) and Lightyear Capital LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative (the “Stockholder Representative”). Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
BAKERCORP INTERNATIONAL HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN FORM OF DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 31st, 2012 • FTT Holdings, Inc.
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 Director 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.
