Compass Group Diversified Holdings LLC Sample Contracts

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 23, 2021 among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and CIBC BANK USA, MUFG UNION...
Credit Agreement • March 23rd, 2021 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • New York

This CREDIT AGREEMENT is entered into as of March 23, 2021 among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 18, 2018 among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO...
Credit Agreement • April 18th, 2018 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • New York

This CREDIT AGREEMENT is entered into as of April 18, 2018 among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 12, 2022 among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and TRUIST BANK, WELLS FARGO BANK,...
Credit Agreement • July 13th, 2022 • Compass Group Diversified Holdings LLC • Apparel & other finishd prods of fabrics & similar matl • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 12, 2022 among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

FIFTH AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AND COMPASS GROUP MANAGEMENT LLC Amended and Restated as of July 1, 2013 Amended and Restated as of December 20, 2011 Amended and Restated...
Management Services Agreement • July 1st, 2013 • Compass Group Diversified Holdings LLC • Motor vehicle parts & accessories • New York

FIFTH AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 1, 2013, and amended December 20, 2011, December 15, 2009, March 12, 2008, April 2, 2007, November 8, 2006 and originally effective as of May 16, 2006 by and between Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), and Compass Group Management LLC, a Delaware limited liability company (the “Manager”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”

COMPASS DIVERSIFIED HOLDINGS COMPASS GROUP DIVERSIFIED HOLDINGS LLC 5,000,000 Common Shares UNDERWRITING AGREEMENT May 4, 2020
Underwriting Agreement • May 7th, 2020 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • New York
SIXTH AMENDED AND RESTATED OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of August 3, 2021
Operating Agreement • August 4th, 2021 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • Delaware

This SIXTH AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of August 3, 2021 and is entered into by Compass Diversified Holdings and Sostratus LLC, as Members hereunder and pursuant to the provisions of the Act as in effect on the date hereof. Such Members hereby agree to the amendment and restatement of the Fifth Amended and Restated Operating Agreement, effective as of December 6, 2016, which amended and restated the Fourth Amended and Restated Operating Agreement, effective as of January 1, 2012, which amended and restated the Third Amended and Restated Operating Agreement, effective as of November 1, 2010, which amended and restated the Second Amended and Restated Operating Agreement, effective as of January 9, 2007 which amended and restated the Amended and Restated Operating Agreement, dated as of April 25, 2006, which amended and restated the Operating Agreement, dated as of November 18, 2005 (the “Original Agreement”), as set forth herein. Capit

UNDERWRITING AGREEMENT
Compass Group Diversified Holdings LLC • November 14th, 2019 • Miscellaneous products of petroleum & coal • New York

Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), for itself and as sponsor of Compass Diversified Holdings, a statutory trust formed under the laws of the State of Delaware (the “Trust”), the Trust and Compass Group Management LLC, a Delaware limited liability company (the “CODI Manager”), propose to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of 7.875% Series C Cumulative Preferred Shares, liquidation preference $25.00 per share (the “Series C Preferred Shares”), of the Trust, a series of the Trust’s preferred shares (the “Preferred Shares”), set forth in Schedule I hereto (the “Firm Shares”).

SHARE PURCHASE AGREEMENT by and between COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST CGI DIVERSIFIED HOLDINGS, LP Dated as of April 3, 2007
Share Purchase Agreement • April 20th, 2007 • Compass Group Diversified Holdings LLC • Services-help supply services • New York

SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of April 3, 2007 by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as sponsor of Compass Diversified Trust, a Delaware statutory business trust (“Issuer”), the Issuer and CGI Diversified Holdings, LP a Bahamian exempted limited partnership (“Buyer”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG FOX FACTORY, INC., MARUCCI MERGER SUB, INC., WHEELHOUSE HOLDINGS INC.. and, THE EQUITYHOLDERS’ REPRESENTATIVE NAMED HEREIN Dated as of November 1, 2023
Agreement and Plan of Merger • November 2nd, 2023 • Compass Group Diversified Holdings LLC • Apparel & other finishd prods of fabrics & similar matl • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of November 1, 2023, by and among Fox Factory, Inc., a California corporation (“Purchaser”), Marucci Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Wheelhouse Holdings Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 3.04, Section 3.05, Section 6.06, Section 6.10(a), Section 6.11, Section 8.04, and Section 9.16 hereof, Compass Group Diversified Holdings LLC, solely in its capacity as the Equityholders’ Representative (the “Equityholders’ Representative”).

THIRD AMENDED AND RESTATED TRUST AGREEMENT OF COMPASS DIVERSIFIED HOLDINGS AMONG COMPASS GROUP DIVERSIFIED HOLDINGS LLC as Sponsor, BNY MELLON TRUST OF DELAWARE as Delaware Trustee, AND THE REGULAR TRUSTEES NAMED HEREIN, Dated as of August 3, 2021
Trust Agreement • August 4th, 2021 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • Delaware

THIRD AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 3, 2021 (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. ELIAS J. SABO and MR. RYAN J. FAULKINGHAM, as the regular trustees (each a “Regular Trustee,” together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”).

REGISTRATION RIGHTS AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST and CGI DIVERSIFIED HOLDINGS, LP Dated as of April 3, 2007
Registration Rights Agreement • April 20th, 2007 • Compass Group Diversified Holdings LLC • Services-help supply services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 3rd day of April, 2007, by and among: Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as the sponsor of Compass Diversified Trust, a statutory trust under the Delaware Statutory Trust Act (the “Trust” and, together with the Company, the “Registrants”), the Trust, and CGI Diversified Holdings, LP (“Shareholder). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”

STOCK PURCHASE AGREEMENT by and among CALRISSIAN HOLDINGS, LLC, as Buyer, CEHI ACQUISITION CORPORATION, as the Company,
Stock Purchase Agreement • May 9th, 2019 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • New York

This Stock Purchase Agreement is entered into as of May 8, 2019 by and among Calrissian Holdings, LLC, a Delaware limited liability company (“Buyer”), CEHI Acquisition Corporation, a Delaware corporation (the “Company”), the Stockholders and Optionholders (each as defined below) listed on the counterpart signature pages hereto (each, a “Seller” and, collectively, “Sellers”), and Compass Group Diversified Holdings LLC, a Delaware limited liability company, in its capacity as representative of Sellers (“Sellers’ Representative” and, collectively with Buyer, the Company and Sellers, the “Parties”) and, solely for the purposes of Section 9(r), Harsco Corporation, a Delaware corporation (“Guarantor”).

SUBSCRIPTION AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED HOLDINGS and ALLSPRING SPECIAL SMALL CAP VALUE FUND, A SERIES OF ALLSPRING FUNDS TRUST Dated as of December 15, 2023
Subscription Agreement • December 21st, 2023 • Compass Group Diversified Holdings LLC • Apparel & other finishd prods of fabrics & similar matl • New York

SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 15, 2023 by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as sponsor of Compass Diversified Holdings, a Delaware statutory trust (the “Issuer”), and Allspring Special Small Cap Value Fund , a registered investment company organized as a series of Allspring Funds Trust, a Delaware statutory trust (“Buyer”).

STOCK PURCHASE AGREEMENT between LUGANO BUYER, INC., MORDECHAI HAIM FERDER, AS TRUSTEE OF THE HAIM FAMILY TRUST DATED 2/24/2009, EDIT FINTZI FERDER, AS TRUSTEE OF THE RF 2021 IRREVOCABLE TRUST DATED 8/30/2021, MORDECHAI HAIM FERDER, AS TRUSTEE OF THE...
Stock Purchase Agreement • September 7th, 2021 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • Delaware

THIS STOCK PURCHASE AGREEMENT, dated as of September 3, 2021 (this “Agreement”), among Lugano Buyer, Inc., a Delaware corporation (“Buyer”), Mordechai Haim Ferder, as trustee of The Haim Family Trust dated 2/24/2009 (the “Haim Trust”), Edit Fintzi Ferder, as trustee of The RF 2021 Irrevocable Trust dated 8/30/2021 (the “RF Trust”), Mordechai Haim Ferder, as trustee of The TF 2021 Irrevocable Trust dated 8/30/2021 (the “TF Trust”), Simba IL Holdings, LLC, a Delaware limited liability company (“Simba” and together with the Haim Trust, the RF Trust, and the TF Trust, the “Sellers” and each individually a “Seller”), Mordechai Haim Ferder, an individual resident of the State of California in his individual capacity (“Ferder”), and Mordechai Haim Ferder, as the initial representative of the Sellers (the “Seller Representative”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 2nd, 2015 • Compass Group Diversified Holdings LLC • Motor vehicle parts & accessories • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) dated as of June 29, 2015, is entered into among Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Borrower”), the Lenders signatory hereto, US Bank National Association, as an L/C Issuer and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 13th, 2006 • Compass Group Diversified Holdings LLC • Services-help supply services • Connecticut

MANAGEMENT SERVICES AGREEMENT made as of this 13 day of October, 2000 by and between Compass CS Inc., a Delaware corporation with offices at 61 Wilton Road, Westport, Connecticut 06880 (the “Company”) and Kilgore Consulting II LLC, a Connecticut limited liability company with offices at 61 Wilton Road, Westport Connecticut 06880 (“Kilgore”).

Form of AMENDMENT OF MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 13th, 2006 • Compass Group Diversified Holdings LLC • Services-help supply services • Connecticut

This AMENDMENT OF MANAGEMENT SERVICES AGREEMENT (the “Agreement”), is entered into as of ___, 2006, by and between Advanced Circuits, Inc., a Colorado corporation (the “Company”) and WAJ, LLC, a Delaware limited liability company (“WAJ”).

INCREASE NOTICE, CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 29th, 2007 • Compass Group Diversified Holdings LLC • Services-help supply services

This Increase Notice, Consent and Second Amendment to Credit Agreement (this “Amendment”) is entered into as of May ___, 2007, among Madison Capital Funding LLC, as Agent for the Lenders, the undersigned Lenders, and Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”).

Stock Purchase Agreement By and Among Compass Group Diversified Holdings LLC and the other shareholders party hereto; Compass Group Diversified Holdings LLC, as Sellers’ Representative; Aeroglide Holdings, Inc.; and Bühler AG Dated as of June 24, 2008
Stock Purchase Agreement • June 26th, 2008 • Compass Group Diversified Holdings LLC • Services-help supply services • New York

This Stock Purchase Agreement (this “Agreement”) is entered into as of June 24, 2008, by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“CODI”), Madison Capital Funding LLC, a Delaware limited liability company (“Madison”), Golub Capital Partners V, L.P., a Delaware limited partnership (“Golub”), LEG Partners Debenture SBIC, L.P., a Delaware limited partnership (“LEG” and together with Madison and Golub, the “Institutional Investors”) and the individual stockholders party hereto and listed on the signature pages hereto (CODI, Madison, Golub, LEG and the individual stockholders party hereto collectively referred to herein as the “Sellers”), Aeroglide Holdings, Inc., a Delaware corporation (“Holdings”), Compass Group Diversified Holdings LLC, as representative of the Sellers (in such capacity, the “Sellers’ Representative”), and Bühler AG, a Swiss corporation (“Buyer”).

MEMBERS AGREEMENT OF DIABLO MARKETING LLC, A Limited Liability Company
Members Agreement • April 13th, 2006 • Compass Group Diversified Holdings LLC • Services-help supply services • Delaware

This MEMBERS AGREEMENT, dated as of October 24, 2001, of Diablo Marketing LLC (the “Company”), is by and among Zhentil Keep Holding Co., a Delaware corporation (“ZKH”), and Crosman Corporation, a Delaware corporation (“Crosman”).

SHARE PURCHASE AGREEMENT BY AND AMONG FOX FACTORY HOLDING CORP., FOX FACTORY, INC. AND ROBERT C. FOX, JR. Dated as of January 4, 2008
Share Purchase Agreement • January 8th, 2008 • Compass Group Diversified Holdings LLC • Services-help supply services • Delaware

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 4, 2008, by and among Fox Factory Holding Corp., a Delaware corporation (“Purchaser”), Fox Factory, Inc., a California corporation (the “Company”) and Robert C. Fox, Jr., the Seller of the Company and an individual residing in the State of California (the “Seller”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 13th, 2006 • Compass Group Diversified Holdings LLC • Services-help supply services • Connecticut

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of this 10th day of February, 2004 by and between Crosman Corporation, a Delaware corporation with offices at Routes 5 & 20, East Bloomfield, NY 14443 (the “Company”) and Kilgore Consulting III LLC, a Connecticut limited liability company with offices at 61 Wilton Road, Westport, Connecticut 06880 (“Kilgore”).

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FIRST INCREMENTAL FACILITY AMENDMENT Dated as of August 31, 2016 to the CREDIT AGREEMENT Dated as of June 6, 2014 among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C...
Credit Agreement • August 31st, 2016 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • New York

THIS FIRST INCREMENTAL FACILITY AMENDMENT (this “Amendment”) dated as of August 31, 2016 to the Credit Agreement referenced below is by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Borrower”), the Incremental Revolving Lenders (defined below), the Incremental Term Loan Lenders (defined below) and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG TEMPO AUTOMATION, INC., ASPEN ACQUISITION SUB, INC., COMPASS AC HOLDINGS, INC., AND COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AS SELLERS REPRESENTATIVE OCTOBER 13, 2021
Agreement and Plan of Merger • October 14th, 2021 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 13, 2021 (the “Agreement Date”), by and among TEMPO AUTOMATION, INC., a Delaware corporation (“Buyer”); ASPEN ACQUISITION SUB, INC., a Delaware corporation and wholly owned direct subsidiary of Buyer (“Merger Sub”), COMPASS AC HOLDINGS, INC., a Delaware corporation (the “Company”); and COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company solely in its capacity as the representative of the Selling Securityholders (in its capacity as such, the “Sellers Representative”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Annex A.

FIRST AMENDMENT
First Amendment • May 1st, 2019 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • New York

THIS FIRST AMENDMENT (this “Amendment”) dated as of February 15, 2019 to the Credit Agreement referenced below is by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Borrower”), the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

FOURTH AMENDMENT
Fourth Amendment • May 3rd, 2017 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • New York

THIS FOURTH AMENDMENT (this “Amendment”) dated as of March 16, 2017 to the Credit Agreement referenced below is by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Borrower”), the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

STOCK PURCHASE AGREEMENT among AEROGLIDE CORPORATION, THE SHAREHOLDERS OF AEROGLIDE CORPORATION and AEROGLIDE HOLDINGS, INC. DATED AS OF FEBRUARY 28, 2007
Stock Purchase Agreement • March 1st, 2007 • Compass Group Diversified Holdings LLC • Services-help supply services • Delaware

This Stock Purchase Agreement (this “Agreement”) is entered into as of February 28, 2007 by and among Aeroglide Corporation, a North Carolina corporation (the “Company”), all the shareholders of the Company (“Sellers”) set forth on the Shareholder Schedule attached hereto (the “Shareholder Schedule”), and Aeroglide Holdings, Inc., a Delaware corporation (“Buyer”).

STOCK PURCHASE AGREEMENT FRESH HEMP FOODS LTD., as the Company, THE SIGNING STOCKHOLDERS, as defined herein, THE STOCKHOLDERS’ REPRESENTATIVE, as defined herein, 1037270 B.C. LTD., as the Parent Buyer,
Stock Purchase Agreement • June 8th, 2015 • Compass Group Diversified Holdings LLC • Motor vehicle parts & accessories • Manitoba

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of June 4, 2015, by and among Fresh Hemp Foods Ltd., a corporation incorporated under the laws of the Province of Manitoba d/b/a Manitoba Harvest (the “Company”), 1037270 B.C. Ltd., a British Columbia corporation (the “Parent Buyer”), 1037269 B.C. Ltd., a British Columbia corporation (the “Cash Buyer” and, together with the Parent Buyer, the “Buyer”), the Stockholders’ Representative (as defined below), the holders of all of the capital stock of the Company as set forth on Exhibit A-1 attached hereto (the “Selling Stockholders”) and the holders of options to purchase any of the capital stock of the Company as set forth on Exhibit A-1 attached hereto (the “Optionholders”) (each of the Selling Stockholders and the Optionholders who exercise options to purchase capital stock of the Company prior to Closing (as defined herein) shall each be referred to as a “Signing Stockholder” and collectively as the “Signing Stockholders” and

STOCK AND NOTE PURCHASE AGREEMENT among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, as Buyer, COMPASS GROUP INVESTMENTS, INC. and COMPASS MEDICAL MATTRESSES PARTNERS, LP as Seller Dated as of July 31, 2006
Stock and Note Purchase Agreement • August 1st, 2006 • Compass Group Diversified Holdings LLC • Services-help supply services • New York

This Stock and Note Purchase Agreement (“Agreement”) is made as of July 31, 2006, by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Buyer”), Compass Group Investments, Inc., a Bahamian International Business Company (“CGI”), and Compass Medical Mattresses Partners, LP, a Bahamian limited partnership (“Seller”).

STOCK PURCHASE AGREEMENT between WARREN F. FLORKIEWICZ and FFI COMPASS, INC. dated as of January 18, 2018
Stock Purchase Agreement • January 18th, 2018 • Compass Group Diversified Holdings LLC • Miscellaneous products of petroleum & coal • Delaware

This Stock Purchase Agreement (this “Agreement”), dated as of January 18, 2018, is entered into between Warren F. Florkiewicz (“Seller”) and FFI Compass, Inc., a Delaware corporation (“Buyer”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 13th, 2006 • Compass Group Diversified Holdings LLC • Services-help supply services • Connecticut

THIS EMPLOYMENT AGREEMENT dated as of September 28, 2005 (the “Agreement”), is entered into by and between James Bottiglieri, a resident of the state of New York (the “Executive”), and The Compass Group International LLC, a Delaware limited liability corporation (the “Company”).

STOCK PURCHASE AGREEMENT between VP PRIMALOFT HOLDINGS, LLC and RELENTLESS INTERMEDIATE, INC. Dated as of June 4, 2022
Stock Purchase Agreement • June 6th, 2022 • Compass Group Diversified Holdings LLC • Apparel & other finishd prods of fabrics & similar matl • Delaware

Escrow Amount Section 2.3(a) Estimated Aggregate Purchase Price Section 2.3 Estimated Closing Statement Section 2.3 Existing Guaranty Section 5.2(g) Final Purchase Price Section 2.4(d) Financial Statements Section 4.5(a) General Enforceability Exceptions Section 3.1 HSR Act Section 3.2 Indemnification Provisions Section 7.4(a) Independent Accountant Section 2.4(c) Indirect Transfer Section 7.5(e) Information Technology Section 4.19(a) Intellectual Property Licenses Section 4.18(b) Intellectual Property Registrations Section 4.18(a) Interim Financial Statement Date Section 4.5(a) Interim Financial Statements Section 4.5(a) IRS Section 4.12(a) Leased Premises Section 4.17(a) Material Contracts Section 4.10(d) Non-Equity Rollover Holder Recitals Notice 7 Section 7.5(e) Organizational Documents Section 4.1(c) Pay-Off Letters Section 6.2(g)(vi) Permits Section 4.11 Personal Information Section 4.19(b) Post-Signing Contribution Agreement Recitals Post-Signing Equity Rollover Holders Recitals

Form Of AMENDMENT OF MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 13th, 2006 • Compass Group Diversified Holdings LLC • Services-help supply services • Connecticut

This AMENDMENT OF MANAGEMENT SERVICES AGREEMENT (the “Agreement”), is entered into as of ___, 2006, by and between Crosman Corporation, a Delaware corporation (the “Company”) and Kilgore Consulting III LLC, a Connecticut limited liability company (“Kilgore”).

STOCKHOLDERS’ AGREEMENT OF COMPASS AC HOLDINGS, INC.
Stockholders’ Agreement • April 13th, 2006 • Compass Group Diversified Holdings LLC • Services-help supply services • Delaware

THIS STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made as of September 20, 2005, by and among Compass AC Holdings, Inc., a Delaware corporation (the “Company”), Compass Advanced Partners, L.P., a Bahamian limited partnership (“Compass”), Madison Capital Funding LLC, a Delaware limited liability company (“Madison”), Allied Capital Corporation, a Maryland corporation (“Allied” and, together with Madison, the “Institutional Investors”), John Yacoub, an individual (“John Yacoub”), Ashraf Yacoub, an individual (“Ashraf Yacoub”), Dan Chouinard, an individual (“Chouinard”), Jim Hellmer, an individual (“Hellmer”), and Larry McQuinn, an individual (“McQuinn”, and together with John Yacoub, Ashraf Yacoub, Chouinard and Hellmer, the “Management Stockholders”), and the Additional Holders from time to time a party hereto.

AMENDMENT OF MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • March 14th, 2008 • Compass Group Diversified Holdings LLC • Services-help supply services • New York

This AMENDMENT OF MANAGEMENT SERVICES AGREEMENT (the “Agreement”), is entered into as of March ___, 2008, by and between Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”) and Compass Group Management LLC, a Delaware limited liability company (the “Manager”).

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