EXHIBIT 4.5
SOVEREIGN SPECIALTY CHEMICALS, INC.
MANAGEMENT SUBSCRIPTION AGREEMENT
AGREEMENT dated as of [_______], 2000 by and between Sovereign
Specialty Chemicals, Inc., a Delaware corporation (the "Corporation"), and
________ (the "Subscriber").
Section 1. Agreement to Sell and Purchase Securities. Subscriber
agrees to purchase [______] shares of the common stock, par value $0.01 per
share, of the Corporation (the "Common Stock"), at a purchase price of
$100.00 per share. The shares of Common Stock to be purchased by the
Subscriber pursuant to this Agreement are referred to as the "Shares."
Section 2. Closing. The delivery of the Shares to the Subscriber
shall take place at a closing (the "Closing") on ________, 2000 or at such
other date as the Corporation and the Subscriber may agree in writing. The
Subscriber shall pay for the Shares by check or by such other form of
payment acceptable to the Corporation so that at Closing, the Corporation
can deliver the Shares against receipt of cleared funds. The time and date
at and upon which the Closing occurs is herein called the "Closing Date."
Section 3. Representations and Warranties of Subscriber. The
Subscriber for himself represents, warrants and agrees that:
(a) The Subscriber is acquiring the Shares to be acquired by him
hereunder for his own account, for investment and not with a view to the
sale or distribution thereof, nor with any present intention of
distributing or selling the same. Except as expressly provided in the
Shareholders Agreement, dated December 29, 1999 (the "Shareholders
Agreement"), by and among the Corporation, SSCI Investors LLC ("Investors")
and the other parties thereto, the Subscriber will have no right to
Transfer the Shares and must bear the economic risk of the Subscriber's
investment for an indefinite period of time. There is not now and there may
never be any public market for the Shares. For the purposes of this
Agreement, "Transfer" shall mean any sale, transfer, assignment, exchange,
grant of a participation in, gift, hypothecation, encumbrance, pledge or
other disposition by testamentary bequest, inter vivos transfer or
otherwise of any securities or any interests therein, whether direct or
indirect.
(b) The Subscriber is a citizen or resident of the United States
of America and has entered into this Agreement within the United States of
America.
Section 4. Management Fees. The Subscriber hereby acknowledges
and agrees that Investors, the majority shareholder of the Corporation, or
its affiliates will receive management and other fees and expenses from the
Corporation.
Section 5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without
regard to its rules of conflict of laws. The Subscriber hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
courts of the State of Delaware and of the United States of America located
in the State of Delaware for any litigation arising out of or relating to
this Agreement and the transactions contemplated hereby (and agrees not to
commence any litigation relating thereto except in such courts), waives any
objection to the laying of venue of any such litigation in such Delaware
courts and agrees not to plead or claim that such litigation brought in any
such Delaware court has been brought in an inconvenient forum.
Section 6. Assignment; Binding Effect; Third Party Beneficiaries.
Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by either of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the
other party. Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. Investors and its affiliates are third
party beneficiaries under this Agreement. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this Agreement
(other than as set forth in the preceding sentence), express or implied, is
intended to confer on any person other than the parties hereto or their
respective heirs, successors, executors, administrators and assigns any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
Section 7. Acknowledgement; Entire Agreement. The Subscriber
acknowledges and agrees that the Shares purchased pursuant to this
Agreement are subject to the Shareholders Agreement. This Agreement and the
Shareholders Agreement constitute the entire agreement among the parties
with respect to the subject matter hereof and supersede all prior
agreements and understandings (oral and written) among the parties with
respect thereto.
Section 8. Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or otherwise affecting the validity
or enforceability of any of the terms or provisions of this Agreement in
any other jurisdiction. If any provision of this Agreement is so broad as
to be unenforceable, the provision shall be interpreted to be only so broad
as is enforceable.
IN WITNESS WHEREOF, this Agreement has been duly executed as of
the date first above written.
SOVEREIGN SPECIALTY
CHEMICALS, INC.
By:
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Name:
Title:
SUBSCRIBER
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[Name]
Subscriber's Address for Notices:
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Subscriber's Taxpayer I.D. No:
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