in witness whereof, the parties hereto have executed this stockholders agreement effective as of the day and year first above written.
aaa, holdings inc.
by: _________
name: _______
title: ______
investors:
ccc, l.p ddd, ltd.
by: _________ by: _________
name: _______ name: _______
title: ______title: _______
management holders:
bbb, inc. eee, inc.
by: _________ by: _________
name: _______ name: _______
title: ______ title: ______
exhibit 11.2(b)
to aaa, llc agreement
form of aaa llc
unit option agreement
this unit option agreement is effective as of the _________ day of _________(m,y)(the 'effective date'), by and among aaa, llc (the 'company'),_________('optionee'), and bbb, inc. ('fff').
the company and optionee agree as follows:
1. grant of option.
pursuant to that certain option exchange agreement of even date herewith, optionee received an option (the 'option') to purchase _________ of the company's common units (as defined in the limited liability company agreement of the company) (the 'common units'), subject to the terms and conditions of this agreement and the llc agreement. the common units represented by this unit option agreement shall represent _________ of the 111,111 common units which may be issued pursuant to section 11.2(b) of the company limited liability company agreement.
2. date of grant.
the effective date of the grant of the option is the effective date.
3. exercise price of units.
the purchase price per share for each common unit that may be purchased upon exercise of the option is _________ dollars ($,_________).
4. expiration date.
unless sooner terminated as provided in section 10 of this agreement, the option shall expire and terminate on _________(m,d,y), and in no event shall the option be exercisable after that date.
5. vesting of option.
the option granted herein shall become one hundred percent (100%) vested on the effective date.
6. manner of exercise.
the option shall be exercisable, in whole or in part, from time to time, by giving written notice of exercise to the company. such notice shall specify the number of common units with respect to which the option is being exercised and the amount of payment therefor and shall be accompanied by (1) payment in full of the purchase price of the shares to be purchased, (2) payment of such amount as the company shall determine to be sufficient to satisfy any liability it may have for any withholding of federal, state or local income or other taxes incurred by reason of the exercise of the option, (3) a representation meeting the requirements of section 7 if requested by the company, and (4) a unit restriction agreement in substantially the form attached as exhibit a, if requested by the company. payment for common units shall be in the form of either (i) cash, (ii) a certified or bank cashier's check to the order of the company, or (iii) in any combination thereof.