EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2006 • Compass Diversified Trust • Services-help supply services • New York
COMPASS DIVERSIFIED HOLDINGS COMPASS GROUP DIVERSIFIED HOLDINGS LLC 4,300,000 Trust Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2010 • Compass Diversified Holdings • Services-help supply services • 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 shares of the Trust set forth in Schedule I hereto (the “Firm Shares”).
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AND COMPASS GROUP MANAGEMENT LLC Amended as of December 20, 2011 Amended as of December 15, 2009 Originally effective as of May 16, 2006Management Services Agreement • March 7th, 2012 • Compass Diversified Holdings • Services-help supply services • New York
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 20, 2011 and amended as of December 15, 2009 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.”
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of January 1, 2012Operating Agreement • May 7th, 2013 • Compass Diversified Holdings • Motor vehicle parts & accessories • Delaware
This FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of January 1, 2012 and is entered into by Compass Diversified Holdings and Compass Group Management 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 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. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 1.9 and, unless otherwise specified, article and section references used herein refer to Articles
FORM OF SHARE PURCHASE AGREEMENT by and between COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST and CGI DIVERSIFIED HOLDINGS, LPShare Purchase Agreement • May 5th, 2006 • Compass Diversified Trust • Services-help supply services • New York
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], 2006 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”).
FOURTH AMENDMENTTrust Agreement • November 8th, 2010 • Compass Diversified Holdings • Services-help supply services • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 1, 2010, is entered into by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. ALAN B. OFFENBERG and MR. JAMES J. BOTTIGLIERI, as the regular trustees (each a “Regular Trustee”, together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”).
OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of November 18, 2005Operating Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • Delaware
This OPERATING AGREEMENT shall be effective as of the 18th day of November 2005, and is entered into by Compass Group Management LLC (together with its successors and assigns, the “Member”), as the sole member hereunder and pursuant to the provisions of the Act as in effect on the date hereof. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Article II.
STOCK PURCHASE AGREEMENT BY AND AMONG RECRUIT CO., LTD. AND RGF STAFFING USA, INC. AS BUYERS THE SHAREHOLDERS OF STAFFMARK HOLDINGS, INC., AS SELLERS STAFFMARK HOLDINGS, INC. AS THE COMPANY AND COMPASS GROUP DIVERSIFIED HOLDINGS LLC AS SELLER...Stock Purchase Agreement • October 18th, 2011 • Compass Diversified Holdings • Services-help supply services • New York
This Stock Purchase Agreement (“Agreement”) is made as of this 17th day of October, 2011, by and among Recruit Co., LTD., a Japanese corporation (kabushiki kaisha) (“Recruit”) and RGF Staffing USA, Inc., a Delaware corporation (“RGF” and together with Recruit, “Buyers” and each a “Buyer”), Staffmark Holdings, Inc., a Delaware corporation (the “Company”), the Company’s shareholders (each a “Seller” and, collectively, the “Sellers”), and Compass Group Diversified Holdings LLC, as representative of the Sellers (the “Seller Representative”).
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • April 3rd, 2013 • Compass Diversified Holdings • Services-help supply services
We refer to the Credit Agreement, dated as of October 27, 2011 (as amended to date, the “Credit Agreement”), among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), the Lenders party thereto and Toronto Dominion (Texas) LLC, as Agent for the Lenders (in such capacity, the “Agent”). Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 11th, 2007 • Compass Diversified Holdings • Services-help supply services
Credit Agreement dated as of November 21, 2006 (as amended, restated or otherwise modified from time to time, this “Agreement”) among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto from time to time (“Lenders”), and Madison Capital Funding LLC (in its individual capacity, “Madison”), as Agent for all Lenders.
REGISTRATION RIGHTS AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED HOLDINGS and CGI MAGYAR HOLDINGS, LLC Dated as of August 24, 2011Registration Rights Agreement • August 25th, 2011 • Compass Diversified Holdings • Services-help supply services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 24th day of August, 2011, 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 statutory trust under the Delaware Statutory Trust Act (the “Trust” and together with the Company, the “Registrants”), the Trust, and CGI Magyar Holdings, LLC, a Delaware limited liability company (together with its transferees, if any, the “Shareholder”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”
STOCK PURCHASE AGREEMENT by and among ARNOLD MAGNETIC TECHNOLOGIES HOLDINGS CORPORATION, ARNOLD MAGNETIC TECHNOLOGIES, LLC, AMT ACQUISITION CORP. Dated as of March 5, 2012Stock Purchase Agreement • March 6th, 2012 • Compass Diversified Holdings • Services-help supply services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 5, 2012, by and among Arnold Magnetic Technologies, LLC, a Delaware limited liability company (“Seller”), Arnold Magnetic Technologies Holdings Corporation, a Delaware corporation (the “Company”), and AMT Acquisition Corp., a Delaware corporation (“Buyer”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 3rd, 2012 • Compass Diversified Holdings • Services-help supply services
This Second Amendment to Credit Agreement (this “Amendment”) is entered into as of April 2, 2012, among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), Toronto Dominion (Texas) LLC, as Agent for the Lenders, and the undersigned Lenders.
SECOND AMENDMENTTrust Agreement • September 13th, 2007 • Compass Diversified Holdings • Services-help supply services • New York
THIS SECOND AMENDMENT (“Second Amendment”) effective as of September 14, 2007, to the Amended and Restated Trust Agreement, as amended (“Agreement”) of Compass Diversified Trust, a Delaware statutory trust (the “Trust”), effective as of April 25, 2006, the effective date of the Agreement, by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. ALAN B. OFFENBERG and MR. JAMES J. BOTTIGLIERI, as the regular trustees (each a “Regular Trustee”, together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2008 • Compass Diversified Holdings • Services-help supply services • Connecticut
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 1, 2008 (the “Agreement”), is entered into by and between James J. Bottiglieri, a resident of the state of New York (the “Executive”), and Compass Group Management LLC, a Delaware limited liability corporation (the “Manager”).
STOCK PURCHASE AGREEMENT dated as of May 1, 2012 among Candlelight Investment Holdings, Inc., Halo Holding Corporation, Halo Lee Wayne, LLC and the Equityholders of Halo Lee Wayne, LLCStock Purchase Agreement • May 2nd, 2012 • Compass Diversified Holdings • Services-help supply services • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2012 among Candlelight Investment Holdings, Inc., a Delaware corporation (“Buyer”), Halo Holding Corporation, a Delaware corporation (the “Company”), Halo Lee Wayne, LLC, a Delaware limited liability company (“Seller”), and solely for the purposes of agreeing to be bound by the provisions set forth herein that are applicable to any Equityholder or Equityholders, each of the holders of equity interests of Seller listed on Exhibit A hereto (collectively, the “Equityholders”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG CBK HOLDINGS, LLC, CAMELBAK PRODUCTS, LLC, CAMELBAK ACQUISITION CORP. FOR PURPOSES OF SECTION 6.15 AND ARTICLE 10 ONLY, COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AND FOR PURPOSES OF SECTION 6.13 AND ARTICLE 10...Securities Purchase Agreement • August 25th, 2011 • Compass Diversified Holdings • Services-help supply services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 24, 2011, is made by and among CamelBak Products, LLC, a Delaware limited liability company (the “Company”), CBK Holdings, LLC, a Delaware limited liability company (“Seller”), Camelbak Acquisition Corp. (f/k/a Elixir Acquisition Corp.), a Delaware corporation (“Buyer”), for purposes of Section 6.15 and Article 10 only, Compass Group Diversified Holdings LLC (“Parent”), and for purposes of Section 6.13 and Article 10 only, IPC/Camelbak LLC (“IPC”). The Company, Seller, Buyer, Parent and IPC shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
FORM OF MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AND COMPASS GROUP MANAGEMENT LLC Dated as of l, 2006Management Services Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • New York
MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of l, 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”.
SUBSCRIPTION AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED HOLDINGS and CGI MAGYAR HOLDINGS, LLC Dated as of August 24, 2011Subscription Agreement • August 25th, 2011 • Compass Diversified Holdings • Services-help supply services • New York
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 24, 2011 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 business trust (the “Issuer”), and CGI Magyar Holdings, LLC, a Delaware limited liability company (“Buyer”).
STOCK PURCHASE AGREEMENT DATED AS OF MARCH 31, 2010 BY AND AMONG GABLE 5, INC., as the Company, LIBERTY SAFE AND SECURITY PRODUCTS, LLC, as the Seller AND LIBERTY SAFE HOLDING CORPORATION, as the PurchaserStock Purchase Agreement • April 1st, 2010 • Compass Diversified Holdings • Services-help supply services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2010, is by and among Gable 5, Inc., a Delaware corporation (the “Company”), Liberty Safe and Security Products, LLC, a Delaware limited liability company (the “Seller”), and Liberty Safe Holding Corporation, a Delaware corporation (the “Purchaser”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 3rd, 2013 • Compass Diversified Holdings • Services-help supply services
This Third Amendment to Credit Agreement (this “Amendment”) is entered into as of April 3, 2013, among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), Toronto Dominion (Texas) LLC, as Agent for the Lenders, and the undersigned Lenders.
PURCHASE AGREEMENT by and among STAFFING HOLDING LLC, as Seller STAFFMARK MERGER LLC, as Merger Sub STAFFMARK INVESTMENT LLC, as the Company SF HOLDING CORP. STEPHENS-SM LLC and CBS PERSONNEL HOLDINGS, INC., as Buyer Dated as of December 19, 2007Purchase Agreement • December 20th, 2007 • Compass Diversified Holdings • Services-help supply services • New York
THIS PURCHASE AGREEMENT is made and entered into and effective as of the 19th day of December, 2007, by and among STAFFING HOLDING LLC, a Delaware limited liability company (“Seller”), STAFFMARK MERGER LLC, a Delaware limited liability company (“Merger Sub”), STAFFMARK INVESTMENT LLC, a Delaware limited liability company (the “Company”), SF HOLDING CORP., an Arkansas corporation (“Stephens”), STEPHENS-SM LLC, an Arkansas limited liability company (“Stephens-SM”), and CBS PERSONNEL HOLDINGS, INC., a Delaware corporation (“Buyer”).
FORM OF SUPPLEMENTAL PUT AGREEMENT BY AND BETWEEN COMPASS GROUP MANAGEMENT LLC AND COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of l, 2006Supplemental Put Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • New York
SUPPLEMENTAL PUT AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of ___, 2006 is made by and between COMPASS GROUP MANAGEMENT LLC, a Delaware limited liability company (the “Holder”) and COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Issuer”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties”.
STOCK PURCHASE AGREEMENT Dated as of September 16, 2010 by and among ERGO Baby Intermediate Holding Corporation, The ERGO Baby Carrier, Inc., Karin A. Frost, in her individual capacity and as Trustee of the Revocable Trust of Karin A. Frost dated...Stock Purchase Agreement • September 17th, 2010 • Compass Diversified Holdings • Services-help supply services • New York
TRUST AGREEMENTTrust Agreement • December 14th, 2005 • Compass Diversified Trust • Delaware
TRUST AGREEMENT, dated as of November 18, 2005, is entered into by and between Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Sponsor”), The Bank of New York (Delaware), a Delaware banking corporation (the “Delaware Trustee”), and I. Joseph Massoud and James J. Bottiglieri, as the initial regular trustees (each a “Regular Trustee” and collectively with the Delaware Trustee, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:
FORM OF CREDIT AGREEMENTCredit Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services
This Credit Agreement dated as of [___, 2006] (as amended, restated or otherwise modified from time to time, this “Agreement”) by and between [___], a [___] corporation (“Borrower”), and Compass Group Diversified Holdings LLC, (together with its successors and assigns, “Lender”), as lender.
FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST and CERTAIN SHAREHOLDERS Dated May [___], 2006Registration Rights Agreement • May 5th, 2006 • Compass Diversified Trust • Services-help supply services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the l day of l, 2006, 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 each of the undersigned parties listed under “Shareholders” on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”
