STOCKHOLDERS AGREEMENT of ATKORE INTERNATIONAL GROUP INC.Stockholders Agreement • August 2nd, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS STOCKHOLDERS AGREEMENT is entered into as of June 10, 2016, by and among Atkore International Group Inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership (and any successor in interest thereto, the “CD&R Investor”) and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
REGISTRATION RIGHTS AGREEMENT of ATKORE INTERNATIONAL GROUP INC.Registration Rights Agreement • August 2nd, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
June 9, 2016Consulting Agreement • August 2nd, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Reference is made to the Consulting Agreement, dated December 22, 2010, by and among Atkore International Group Inc. (the “Company”), Atkore International Holdings Inc. (“AIH”), Atkore International Inc. (“AII” and, together with the Company and AIH, “Atkore”) and Clayton, Dubilier & Rice, LLC (“CD&R”), as amended by the Letter Agreement, dated June 26, 2014, by and among the Company, AIH, AII and CD&R (the “CD&R Consulting Agreement”). The CD&R Consulting Agreement sets forth, among other things, the fees to be paid to CD&R by Atkore for Consulting Services to be performed by CD&R thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.
