SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of January 9, 2006Operating Agreement • January 10th, 2007 • Compass Group Diversified Holdings LLC • Services-help supply services • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of the 4th day of January, 2007 and is entered into by Compass Diversified Trust 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 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 and Sections of this Agreement.
Stock Purchase, Redemption and Contribution Agreement by and among Compass Group Diversified Holdings LLC, Norwest Mezzanine Partners I, LP and the other shareholders party hereto (collectively, the “Sellers”); Compass Group Diversified Holdings LLC...Stock Purchase, Redemption and Contribution Agreement • January 10th, 2007 • Compass Group Diversified Holdings LLC • Services-help supply services • New York
This Stock Purchase, Redemption and Contribution Agreement (this “Agreement”) is made as of January 5, 2007 by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (“CODI”), NORWEST MEZZANINE PARTNERS I, LP, a Minnesota limited partnership (“Norwest”), KENNETH R. D’ARCY (“D’Arcy”), ROBERT BECKWITH (“Beckwith”), STEVE UPHAM (“Upham”), DAN SCHULTZ (“Schultz”), ROBERT HAMPTON (“Hampton”) (CODI, Norwest, D’Arcy, Beckwith, Upham, Schultz, Hampton and the other individual shareholders party hereto, collectively referred to herein as the “Sellers”), CROSMAN ACQUISITION CORPORATION, a Delaware corporation (“CAC”), COMPASS GROUP DIVERSIFIED HOLDINGS LLC, as representative of the Sellers (in such capacity, the “Sellers’ Representative”), and CROSMAN GROUP LLC, a Delaware limited liability company (the “Buyer”).
