October 17, 1996
Freedom Chemical Company
c/o The Freedom Group
Mellon Center
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Re: Subscription Agreement
Dear Sir or Madam:
Subject to the conditions set forth herein, Xxxxxx Xxxxxxxxxx & Xxxx
Fund II, L.P. ("Stockholder"), hereby subscribes for 22,904.26 shares of Series
A common stock, par value $.01 per share (the "Common Stock"), of Freedom
Chemical Company (the "Company"), at a price of $125 per share, for an aggregate
purchase price of $2,863,032.50.
Stockholder understands that:
(a) the Common Stock is not registered under the Securities Act of
1933 and the rules and regulations thereunder (collectively hereinafter called
the "Act"), or under any applicable state securities law and must be held by
Stockholder indefinitely unless they are subsequently so registered or unless an
exemption from such registration is available;
(b) the Company is under no obligation whatsoever and has no
intention to register the Common Stock under the Act or to comply with any
exemption under the Act;
(c) each certificate representing shares of Common Stock will bear
the following legend drawing attention to the restrictions on its
transferability:
"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933 or under any applicable
state securities law and may not be transferred except
Freedom Chemical Company
c/o The Freedom Group
October 17, 1996
Page 2
upon delivery to the Corporation of an opinion of counsel
satisfactory in form and substance to it that such transfer will not
violate the Securities Act of 1933, as amended, or any applicable
state securities law."
Stockholder hereby represents and warrants to you that:
(a) The Company has given Stockholder opportunity to ask questions
concerning the business activities of the Company and Stockholder has received
to its satisfaction such information as Stockholder has requested concerning the
anticipated business and financial condition of the Company and Stockholder's
proposed investment.
(b) Stockholder is aware of the very high degree of risk involved in
making an investment in the Company and recognizes that there is no sure return
on this investment, and Stockholder has such knowledge and experience that it is
capable of evaluating the risks, as well as the merits, of an investment in the
Company and can bear the economic risk of whatever investment it makes.
(c) The Common Stock is being acquired for investment for
Stockholder's own account and not with a view to resale or distribution within
the meaning of the Act. Stockholder will not distribute any of the Common Stock
in violation of the Act, without prejudice, however, to its right to sell,
pledge, hypothecate, transfer or otherwise dispose of any Shares of Common Stock
pursuant to (i) a Registration Statement that has become effective under the
Act, (ii) a no-action letter from the Securities and Exchange Commission, or
(iii) an opinion of counsel satisfactory to the Company and its counsel that
registration under the Act is not required in connection with such sale, pledge,
hypothecation, transfer or other disposition.
Freedom Chemical Company
c/o The Freedom Group
October 17, 1996
Page 3
(d) This Subscription Agreement has been authorized by all necessary
action of Stockholder and duly and validly executed by and on behalf of
Stockholder and, upon delivery to you, constitutes a valid and binding
obligation of Stockholder with regard to the purchase and ownership of the
Common Stock.
Stockholder agrees that the Common Stock being acquired hereby will
be subject to the terms and conditions of the following stockholders'
agreements: (i) the Stockholders' Agreement, dated as of May 4, 1992, by and
among the Company, Xxxxxx Xxxxxxxxxx & Levy Fund, L.P. ("JLL Fund I"), the
Stockholder, Xxxxxx X. Xxxxxxxx and Xxxxxxxxx X. Xxxxx, as amended by Amendment
No. 1 thereto, dated as of September 9, 1993 and Amendment No. 2 thereto dated
as of June 30, 1994, (ii) the Stockholders' Agreement, dated as of June 30,
1993, by and among the Company, JLL Fund I, the Stockholder, Xxxxxx X. XxXxxxx
and Stamford-Atlanta Capital Corporation, as amended by Amendment No. 1 thereto
dated as of June 30, 1994, and (iii) the Stockholders' Agreement, dated as of
June 30, 1994, by and among the Company, JLL Fund I, the Stockholder and the
individual stockholders party thereto.
This Subscription Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
choice of law principles.
This Subscription Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, and intending to be legally bound, the
undersigned has executed this subscription agreement on behalf of Stockholder as
of the date first above written.
XXXXXX XXXXXXXXXX & XXXX FUND II, L.P.
By: JLL Associates II, L.P.
General Partner
By: /s/ Xxxxx Xxxxxx
--------------------------
Name: Xxxxx Xxxxxx
Title: General Partner
ACCEPTED:
THE FREEDOM CHEMICAL COMPANY
By: /s/ Xxxxx X. XxXxxxxx
--------------------------
Name: Xxxxx X. XxXxxxxx
Title: Secretary
