PRIMO WATER CORPORATION Common Stock Form of Underwriting AgreementUnderwriting Agreement • October 6th, 2010 • Primo Water Corp • Wholesale-groceries, general line • New York
Stifel, Nicolaus & Company, Incorporated As Representative of the Underwriters named in Schedule I hereto, c/o Stifel, Nicolaus & Company, Incorporated One Montgomery Street, Suite 3700 San Francisco, CA 94104
PRIMO WATER CORPORATION AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANTPrimo Water Corp • October 6th, 2010 • Wholesale-groceries, general line • North Carolina
THIS CERTIFIES THAT for value received, subject to the terms and conditions set forth herein, __________________, a __________________, or its permitted assigns (the “Holder”), is entitled to purchase up __________________ (_________) shares of Common Stock (the “Common Stock”) of Primo Water Corporation, a Delaware corporation (the “Company”), at a purchase price of [One Dollar and Twenty-Five Cents ($1.25)]1 per share (as adjusted from time to time as herein provided, the “Purchase Price”) upon presentation of this Warrant and payment of the Purchase Price for the shares of Common Stock purchased at the principal office of the Company or at such other place as shall have been designated by the Company. The number of shares of Common Stock which are purchasable hereunder, as adjusted pursuant to the provisions below, is hereinafter referred to as the “Warrant Shares.”
SUBORDINATED CONVERTIBLE PROMISSORY NOTEPrimo Water Corp • October 6th, 2010 • Wholesale-groceries, general line • North Carolina
FOR VALUE RECEIVED, the undersigned, PRIMO WATER CORPORATION, a Delaware corporation (the “Maker”) promises to pay to _______________, a _______________ (the “Holder”), the sum of __________ Dollars ($__________), or so much thereof as may from time to time hereafter be outstanding hereunder, whichever is less, together with interest thereon, all on the terms and conditions hereinafter provided.
AMENDMENT NO. 1 TO LOCK-UP AGREEMENTLock-Up Agreement • October 6th, 2010 • Primo Water Corp • Wholesale-groceries, general line
THIS AMENDMENT NO. 1., dated as of October 5, 2010 (this “Amendment”), is to that certain Lock-up Agreement, dated as of June 1, 2010, executed by Culligan International Company and Culligan Store Solutions, LLC in favor of Thomas Weisel Partners LLC and Wells Fargo Securities, LLC, as Representatives of the several Underwriters (the “Culligan Lock-Up Agreement”). Whereas Wells Fargo Securities, LLC is no longer serving as an underwriter in connection with the public offering of common stock pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission by Primo Water Corporation, as amended, all references to Wells Fargo Securities, LLC contained in such Culligan Lock-Up Agreement shall be considered deleted and all references to the “Representatives” shall be construed to reference Thomas Weisel Partners LLC in its capacity as the sole Representative of the Underwriters. Unless otherwise defined herein, terms defined in the Lock-Up Agreement and us
PRIMO WATER CORPORATION AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANTPrimo Water Corp • October 6th, 2010 • Wholesale-groceries, general line • North Carolina
THIS CERTIFIES THAT for value received, subject to the terms and conditions set forth herein, , a , or its/his/her permitted assigns (the “Holder”), is entitled to purchase up to shares of Common Stock (the “Common Stock”) of Primo Water Corporation, a Delaware corporation (the “Company”), at a purchase price of [One Dollar and 25/100 ($1.25) per share]1 (as adjusted from time to time as herein provided, the “Purchase Price”) upon presentation of this Warrant, payment of the Purchase Price for the shares of Common Stock purchased at the principal office of the Company or at such other place as shall have been designated by the Company, and subject to the vesting provisions set forth in Section 1.b. hereof. The number of shares of Common Stock which are purchasable hereunder, as adjusted pursuant to the provisions below, is hereinafter referred to as the “Warrant Shares.”
