LOCK-UP AGREEMENT
Exhibit 10.35
EXECUTION
COPY
May 12, 2011
Xxxxxx, Xxxxxxxx & Company, Incorporated
As Representative of the several
Underwriters referred to below
Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
As Representative of the several
Underwriters referred to below
Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Re: Public Offering of Common Stock of Primo Water Corporation
Ladies and Gentlemen:
The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, as representative,
proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the
several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with
Primo Water Corporation, a Delaware corporation (the “Company”), providing for a public offering of
the common stock, par value $0.001 per share of the Company (the “Shares”) pursuant to a
Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”).
In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up
Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or
any options or warrants to purchase any shares of Common Stock of the Company, or any securities
convertible into, exchangeable for or that represent the right to receive shares of Common Stock of
the Company, whether now owned or hereafter acquired, owned directly by the undersigned (including
holding as a custodian) or with respect to which the undersigned has beneficial ownership within
the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing
restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other
transaction which is designed to or which reasonably could be expected to lead to or result in a
sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any right (including without limitation
any put or call option) with respect to any of the Undersigned’s Shares or with respect to any
security that includes, relates to, or derives any significant part of its value from such Shares.
The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 90
days after the public offering date set forth on the final prospectus used to sell the Shares (the
“Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (1)
during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or
announces material news or a material event or (2) prior to the expiration of the initial Lock-Up
Period, the Company announces that it will release earnings results during the 15-day period
following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be
automatically extended until the expiration of the 18-day period beginning on the date of release
of the earnings results or the announcement of the material news or material event, as applicable,
unless Xxxxxx, Xxxxxxxx & Company, Incorporated waives, in writing, such extension.
The undersigned hereby acknowledges that the Company shall agree in the Underwriting Agreement to
provide written notice of any event that would result in an extension of the Lock-Up Period
pursuant to the previous paragraph to the undersigned and agrees that any such notice properly
delivered will be
deemed to have been given to, and received by, the undersigned. The undersigned hereby further
agrees that, prior to engaging in any transaction or taking any other action that is subject to the
terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and
including the expiration of the Lock-Up Period, it will give notice thereof to the Company and will
not consummate such transaction or take any such action unless it has received written confirmation
from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous
paragraph) has expired.
Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona
fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the
restrictions set forth herein, (ii) to any trust, partnership or limited liability company for the
direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust or the partnership or the limited liability company agrees to be
bound in writing by the restrictions set forth herein, and provided further that any such transfer
shall not involve a disposition for value, (iii) if the undersigned is a limited partnership or
limited liability company, to the partners or members of such partnership or limited liability
company as part of a pro rata distribution, provided that such partners or members agree to be
bound in writing by the restrictions set forth herein and provided further, that no filing by any
party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as
amended, or other public announcement shall be required or shall be made voluntarily in connection
with such transfer or distribution (other than a filing on a Form 5 made after the expiration of
the Lock-Up Period) or (iv) with the prior written consent of Xxxxxx, Xxxxxxxx & Company,
Incorporated on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate
family” shall mean any relationship by blood, marriage or adoption, not more remote than first
cousin. In addition, notwithstanding the foregoing, if the undersigned is an entity, the entity
may transfer the capital stock of the Company to any direct or indirect wholly-owned subsidiary of
such entity; provided, however, that in any such case, it shall be a condition to
the transfer that the transferee execute an agreement stating that the transferee is receiving and
holding such capital stock subject to the provisions of this Agreement and there shall be no
further transfer of such capital stock except in accordance with this Agreement, and provided
further that any such transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii), (iii) or (iv) above, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear
of all liens, encumbrances, and claims whatsoever. The undersigned agrees and consents to the
entry of stop transfer instructions with the Company’s transfer agent and registrar against the
transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.
Notwithstanding anything herein to the contrary, the foregoing shall not be deemed to restrict the
undersigned from (1) exercising options or warrants to purchase Shares during the Lock-Up Period,
provided in all such cases that no sale, disposition or other transfer of the underlying Shares
occurs during the Lock-Up Period (other than through any cashless or net exercises) or (2) selling
shares to the Underwriters pursuant to the Underwriting Agreement.
The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up
Agreement in proceeding toward consummation of the offering. The undersigned further understands
that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal
representatives, successors, and assigns. This Lock-Up Agreement shall lapse and become null and
void (i) upon written notice from the Company to Xxxxxx, Xxxxxxxx & Company, Incorporated that the
Company does not intend to proceed with the public offering or wishes to terminate the engagement
of Xxxxxx, Xxxxxxxx & Company, Incorporated as an Underwriter of the public offering (notice of
which promptly shall be provided to the undersigned) or (ii) on July 15, 2011, if a registration
statement for a Qualifying Combined Offering (as such term is defined in the Second Amendment to
the Registration Rights Agreement, dated as of May 12, 2011, between the undersigned and the
Company) is not declared effective by the Securities and Exchange Commission prior to July 15,
2011. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to the conflict of laws principles thereof.
2
| Very truly yours, | ||
| Culligan International Company | ||
| /s/ Xxxxx X. Xxxxxxx | ||
| Authorized Signature | ||
| Senior Vice President, General Counsel & Secretary | ||
| Title |
[Lock-Up Agreement]
