0000912057-02-037609 Sample Contracts

AMENDED AND RESTATED CO-SALE AGREEMENT
Co-Sale Agreement • October 3rd, 2002 • Ge Capital Equity Investments Inc • Personal credit institutions • New York

THIS CO-SALE AGREEMENT is amended and restated as of this 28th day of June, 2001, by and among PrimeSource Healthcare, Inc., a Massachusetts corporation (the "COMPANY"), and the persons listed as Stockholders on the signature pages hereto (collectively, the "STOCKHOLDERS" and individually, a "STOCKHOLDER").

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2002 • Ge Capital Equity Investments Inc • Personal credit institutions • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is amended and restated as of June 28, 2001, by and among PrimeSource Healthcare, Inc., a Massachusetts corporation (the "Company") and the persons listed as Stockholders in the signature pages hereto (collectively, the "Stockholders" and individually, a "Stockholder").

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