COMPASS DIVERSIFIED HOLDINGS COMPASS GROUP DIVERSIFIED HOLDINGS LLC 5,100,000 Trust Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2009 • Compass Group Diversified Holdings LLC • Services-help supply services • New York
Immediately prior to the delivery of the Firm Shares and the Additional Shares, if any, to the Underwriters, the Trust will issue the Firm Shares and the Additional Shares, if any, in exchange for, and as consideration for, an equal number of limited liability company interests (the “New Trust Interests”) of the Company that were designated as “Trust Interests” under the Company’s Second Amended and Restated Operating Agreement, dated as of January 9, 2007, governing the Company (the “Operating Agreement”). The limited liability company interests of the Company outstanding as of the date hereof and to be outstanding after giving effect to the issuance of the New Trust Interests are hereinafter referred to as the “Trust Interests”.
