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.
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”).
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.
