THIRD ADD-ON TERM NOTEPrimo Water Corp • March 17th, 2014 • Wholesale-groceries, general line • New York
FOR VALUE RECEIVED, each of the undersigned, Primo Water Corporation, a Delaware corporation, Primo Products, LLC, a North Carolina limited liability company, Primo Direct, LLC, a North Carolina limited liability company, Primo Refill, LLC, a North Carolina limited liability company, and Primo Ice, LLC, a North Carolina limited liability company (collectively, the “Maker”), hereby, jointly and severally, promises to pay to Comvest Capital II, L.P., a Delaware limited partnership (“Comvest”), or its registered assigns (hereinafter, collectively with Comvest, the “Payee”), the sum of Two Million Five Hundred Thousand ($2,500,000) Dollars (the “Principal”), with interest thereon, on the terms and conditions set forth herein and in the Credit and Security Agreement dated as of April 30, 2012 by and among the Maker and Comvest (as the same may be amended, modified, supplemented and/or restated from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement and not otherwis
THIS WARRANT IS INITIALLY BEING ISSUED TO DS WATERS OF AMERICA, INC. (THE “INITIAL HOLDER”) AND NEITHER THIS WARRANT NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED BY THE INITIAL HOLDER OR ANY SUBSEQUENT...Primo Water Corp • March 17th, 2014 • Wholesale-groceries, general line • North Carolina
THIS IS TO CERTIFY that DS Waters of America, Inc. and its permitted transferees, successors and assigns (“Holder”) is entitled to purchase from Primo Water Corporation, a Delaware corporation (the “Company”), at the Exercise Price (as defined below), Four Hundred Seventy-Five Thousand (475,000) shares (the “Aggregate Number”) of Common Stock (as defined below). The Exercise Price and Aggregate Number are subject to adjustment as set forth in Section 3. This Warrant is being issued to Holder in connection with, pursuant to, and as further consideration for, that certain Strategic Alliance Agreement entered into by and between the Company and the Holder on November 12, 2013.
