NEW SALLY HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of [•], 2006Stockholders Agreement • October 27th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
STOCKHOLDERS AGREEMENT, dated as of [•], 200_ (as it may be amended from time to time, this “Agreement”), among (i) New Sally Holdings, Inc., a Delaware corporation (the “Company”), (ii) CDRS Acquisition LLC, a Delaware limited liability company (“CDR Investor”), (iii) CD&R Parallel Fund VII, L.P., a Cayman Islands exempted limited partnership (“CDR Parallel Fund”), (iv) each Family Stockholder, and (v) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof.
SECOND AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • October 27th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
WHEREAS, New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), New Aristotle Company, a Delaware corporation and CDRS Acquisition LLC, a Delaware limited liability company (“Investor”), entered into an Investment Agreement, dated as of June 19, 2006, as amended by the First Amendment to the Investment Agreement, dated as of October 3, 2006 (as so amended, the “Agreement”);
