FENDER MUSICAL INSTRUMENTS CORPORATION Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 25th, 2012 • Fender Musical Instruments Corp • New York
Fender Musical Instruments Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $ 0.01 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 25th, 2012 • Fender Musical Instruments Corp • Delaware
THIS AGREEMENT (this “Agreement”), dated as of , 2012 is made by and between FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Company”), and [name] (the “Grantee”).
