Form of Side Letter, dated as of January 13, 2020, by and among Cott Corporation, Fore Acquisition Corporation and certain stockholders of Primo Water Corporation
Exhibit 10.2
FORM OF
SIDE LETTER AGREEMENT
January , 2020
Cott Corporation
Fore Acquisition Corporation
4221 W. Boy Scout Blvd., Suite 400
Tampa, Florida, United States
Ladies and Gentlemen:
Reference is made to that certain Tender and Support Agreement (the “Agreement”) dated as of January [●], 2020, by and among Cott Corporation, a corporation organized under the laws of Canada (“Parent”), Fore Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the undersigned (“Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.
As an additional inducement for Parent and Purchaser to enter into the Merger Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, Stockholder agrees to submit, at the time Tender Shares are tendered pursuant to Section 3.1 of the Agreement, an election for the all-stock consideration (except to the extent of mixed consideration shares necessary to ensure that the overall merger consideration payable to such Stockholder includes sufficient cash to cover Stockholder’s withholding obligations on Shares vesting immediately prior to or in connection with the closing of the transactions contemplated by the Merger Agreement).
The obligation to elect the all-stock consideration hereunder shall be deemed added to Section 3.1 of the Agreement and is a matter expressly subject to Section 4.2(a) of the Agreement. This letter agreement shall automatically terminate at the same time as the Agreement. Section 9 of the Agreement shall apply to this side letter mutatis mutandis.
| Very truly yours, |
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| Name: |
| AGREED AND ACKNOWLEDGED: |
| COTT CORPORATION, on behalf of itself and Purchaser: |
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| Name: |
| Title: |
Schedule A to Exhibit 10.2
Signing Stockholders
Billy D. Prim
Susan E. Cates
Emma Battle
Richard A. Brenner
Jack C. Kilgore
Malcolm McQuilkin
Charles Norris
David L. Warnock
David Mills
David Hass
