SRAM International Corporation [—] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 30th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • New York
SRAM International Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [—] shares of Class A Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [—] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares, including, for the avoidance of doubt, any such shares offered under the Directed Share Program (as defined below) are herein referred to as the “Shares.” T
DAY FAMILY VOTING TRUST AGREEMENTVoting Trust Agreement • September 30th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • Delaware
This Voting Trust Agreement (this “Agreement”) is made as of , 2011, between the persons whose signatures are hereunto affixed as Beneficiaries, such other qualified persons as shall become parties hereto from time to time as Beneficiaries, and Stanley R. Day, Jr., not individually, but solely in his capacity as the initial trustee hereunder (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2011, is by and among SRAM INTERNATIONAL CORPORATION, a Delaware corporation (the “Company”), the Day Family Holders designated as such on the signature pages hereto and the Non-Day Family Holders designated as such on the signature pages hereto (together with the Day Family Holders, the “Holders”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SRAM HOLDINGS, LLCLimited Liability Company Operating Agreement • September 30th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of SRAM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of , 2011 (the “Effective Date”), is entered into by and among the Members listed on Schedule 1 hereto (as that Schedule may be amended from time to time).
