Sale Participation Agreement Sample Contracts
receives from you or your Purchaser's Estate or Purchaser's Trust, as the case may be, a written request (a "Purchaser Request") to include Common Stock held ----------------- by you or your Purchaser's Estate or Purchaser's Trust, as the case may be,...Sale Participation Agreement • October 3rd, 2003 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
Standard Contracts
SALE PARTICIPATION AGREEMENTSale Participation Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
You have entered into a Management Stockholder’s Agreement, in each case, dated as of the date hereof, among Blue Holdings I, L.P., a Delaware limited partnership and the parent entity of the Company (“Parent”) and you (the “Stockholder’s Agreement”) relating to (i) the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement); and/or (iii) the grant by the Company to you of options (the, “Options”) to purchase shares of common stock, par value $0.01 per share, of the Company (“Common Stock”, which includes any Purchased Stock). Parent hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of the Closing Date (as defined in the Stockholder’s Agreement):
EX-10.G 6 dex10g.htm FORM OF SALE PARTICIPATION AGREEMENT (FOR EXECUTIVE OFFICERS) FORM OF SALE PARTICIPATION AGREEMENT (for Executive Officers) [Date] To: The Person whose name is set forth on the signature page hereof Dear Sir or Madam:Sale Participation Agreement • May 5th, 2020 • Texas
Concurrently with entering into this letter agreement, you are entering into a Management Stockholder’s Agreement with Energy Future Holdings Corp., a Texas corporation formerly known as “TXU Corp.” (the “Company”) and Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (“Parent”) (the “Management Stockholder’s Agreement”) relating to the grant by the Company to you of new options (the “Options”) to purchase shares of the Company’s common stock, no par value (the “Common Stock”).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
You have entered into an employee stockholder’s agreement, dated as of the date hereof, between Samson Resources Corporation, a Delaware corporation (the “Company”) and you (the “Stockholder’s Agreement”) relating to your acquisition and holding of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”, which term include, without limitation, such shares issuable upon exercise of options (“Options”) to purchase Common Stock that the Company has granted to you). Samson Aggregator L.P., a Delaware limited partnership (the “Sponsor Investor”), hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of April 18, 2013:
SALE PARTICIPATION AGREEMENT June 4, 2007Sale Participation Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof (the “Management Stockholder’s Agreement”), among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), the Executive (as defined in the Management Stockholder’s Agreement) and you relating to (i) the granting to you by the Company of Options (as defined in the Management Stockholder’s Agreement) to acquire ordinary shares of the Company (the “Common Stock”) and (ii) the subscription by you for the Purchased Stock (as defined in the Management Stockholder’s Agreement). By his signature to this Agreement, the Executive agrees to be bound hereby. The undersigned, Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and the majority stockholder of the Company, controlled by investment funds associated with AlpInvest Partners, The Blackstone Group
Exhibit 10.20 SALE PARTICIPATION AGREEMENTSale Participation Agreement • April 14th, 2006 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
You have entered into an Amended and Restated Management Stockholder's Agreement, dated as of October , 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and you (the "Stockholder's Agreement") to amend and restate the Management Stockholder's Agreement, dated as of [DATE] between the Company and you relating to the purchase by you from the Company of [NUMBER] shares (the "Existing Purchased Stock") of common stock, par value $0.01 per share, of the Company (the "Common Stock") and a receipt by you from the Company of an option to acquire [NUMBER] shares of Common Stock from the Company (the "Existing Option") and to set forth the terms and conditions of your rights as Management Stockholder with respect to the [NUMBER] additional shares of Common Stock purchased by you under the Stockholder's Agreement, a new option to purchase shares of Common Stock (the "New Option" and, together with the Existing Option, the "Options") granted to you by the Company, the
SALE PARTICIPATION AGREEMENT for DirectorsSale Participation Agreement • May 15th, 2008 • Energy Future Holdings Corp /TX/ • Electric services • Texas
Concurrently with entering into this letter agreement, you are entering into a Stockholder Agreement with Energy Future Holdings Corp., a Texas corporation formerly known as “TXU Corp.” (the “Company”) and Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (“Parent”) (the “Stockholder Agreement”) relating to (i) your receipt and/or acquisition of common stock, no par value, of the Company (“Common Stock”), including, without limitation, restricted shares of Common Stock subject to forfeiture and any Common Stock hereafter acquired upon the exercise of Options (as defined below) or subsequently issued to or acquired by any Stockholder Entity and/or, if applicable, (ii) the grant by the Company to you of new options (the “Options”) to purchase shares of Common Stock. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Stockholder Agreement.
SALE PARTICIPATION AGREEMENT (Director Form) Oncor Electric Delivery Company LLCSale Participation Agreement • March 3rd, 2009 • Oncor Electric Delivery Co LLC • Electric services • Texas
SALE PARTICIPATION AGREEMENT KKR PRA Investors L.P. New York, NY 10019Sale Participation Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Pinnacle Holdco Parent, Inc. a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to the roll over of options you currently hold to purchase/subscribe for common stock of PRA Holdings, Inc. or RPS Parent Holding Corp., as applicable. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Stockholder’s Agreement. KKR PRA Investors L.P., a Delaware limited partnership (“Investor Holdings”), which is the parent entity of the Company, hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of the Effective Date:
SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 12th, 2004 • Jostens Holding Corp • Jewelry, precious metal • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Jostens Holding Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of (x) an Option (as defined in the Stockholder’s Agreement) to purchase shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) and (y) Restricted Stock (as defined in the Stockholder’s Agreement) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, Fusion Acquisition LLC, a Delaware limited liability company (“Fusion”) and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJMB Funds” and, Fusion and the DLJMB Funds, each an
SALE PARTICIPATION AGREEMENTSale Participation Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Dollar General Corporation, a Tennessee corporation (the “Company”), Buck Holdings, L.P. (“Parent”) and you (the “Stockholder’s Agreement”) relating to (i) the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement); and/or (ii) the grant by the Company to you of (x) options (“Options”) to purchase shares of common stock, par value $0.50 per share, of the Company (“Common Stock”) and (y) restricted shares of Common Stock (“Restricted Stock”). Parent hereby agrees with you as follows, effective as of the date hereof:
SALE PARTICIPATION AGREEMENTSale Participation Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
You have entered into a Management Stockholder's Agreement, dated as of November 30, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and you (the "Stockholder's Agreement") relating to the purchase by you from the Company of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") and receipt by you from the Company of an option to purchase shares of Common Stock from the Company (the "Option"). The undersigned, KKR 1996 Fund L.P., KKR Partners II, L.P., KKR Millennium Fund, L.P., KKR Partners III, L.P. and KKR European Fund, Limited Partnership (collectively, the "KKR Partners"), also have purchased shares of Common Stock and hereby agree with you as follows, effective upon such purchase of Common Stock and receipt an of Option by you:
AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • September 30th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
You have entered into an Amended and Restated Management Stockholder’s Agreement, dated as of September 24, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) to amend and restate the Management Stockholder’s Agreement, dated as of November 1, 2001, between the Company and you relating to the purchase by you from the Company of 1,000 shares (the “Existing Purchased Stock”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), a receipt by you from the Company of an option to acquire 12,000 shares of Common Stock from the Company (the “Existing Option”) and a receipt by you from the Company of a grant of 2,000 restricted stock units (the “Restricted Stock Units”), under which you are entitled to receive one share of Common Stock for each restricted stock unit (such Common Stock, the “Existing Restricted Stock”), and to set forth the terms and conditions of your rights as Management Stockholder
SALE PARTICIPATION AGREEMENTSale Participation Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture) • Ontario
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Masonite Holding Corporation, a Canadian corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of New Options (as defined in the Stockholder’s Agreement) to purchase shares of common stock of the Company (the “Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, KKR Millennium Fund (Overseas), Limited Partnership, an Alberta limited partnership (“KKR Millennium”) and KKR Partners (International) Limited Partnership, an Alberta limited partnership (“KKR Partners”) hereby agree with you as follows, effective upon such grant of an Option:
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • Delaware
You have entered into a Management Stockholder's Agreement, dated as of , 2001 between K-L Holdings, Inc., a Delaware corporation ("the Company"), and you (the "Stockholder's Agreement") relating to the purchase from the Company of shares of the common stock, par value $0.01 per share, of the Company (the "Common Stock"). The undersigned, KKR Partners II, L.P. and KKR 1996 Fund L.P., each a Delaware limited partnership (each a "KKR Partner" and together, "KKR Partners"), also have purchased shares of Common Stock and hereby agree with you as follows, effective upon such purchase of Common Stock by you:
SALE PARTICIPATION AGREEMENT KKR Vision Aggregator L.P. New York, NY 10019Sale Participation Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Nautilus Parent, Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the exchange of all or a portion of your shares of common stock of Vision Holding Corp., a Delaware corporation (“VHC”), held by you immediately prior to the effective time of the Merger for Common Stock of the Company pursuant to the Contribution Agreement to be entered into between you and the Company prior to the date hereof, (ii) the exchange of all or a portion of your options to purchase shares of common stock of VHC outstanding immediately prior to the effective time of the Merger for fully-exercisable options to purchase shares of Common Stock after the Merger (the “Rollover Options”), (ii) the purchase/subscription by you of Purchased Stock; and/or (iii) the grant by the Company to you of options (the “New Options”, and together with the Rollover Options, the “Opti
FORM OF] AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 19th, 2004 • PanAmSat Satellite HGS 3, Inc. • Communications services, nec • New York
You have entered into an Amended and Restated Management Stockholder’s Agreement, dated as of August 20, 2004 and amended and restated as of the date hereof, between PanAmSat Corporation, a Delaware corporation (the “Company”), PanAmSat Holding Corporation, a Delaware corporation (“Holdco”), and you (the “Management Stockholder’s Agreement”) relating to the granting to you by the Company of an Option (as defined in the Management Stockholder’s Agreement) to purchase shares of common stock, par value $0.01 per share, of the Company. In connection with the Company becoming a wholly-owned subsidiary of Holdco and the stockholders of the Company becoming stockholders of Holdco, the Option has become exercisable for shares of common stock, par value $0.01 per share, of Holdco (the “Common Stock”). The undersigned, Constellation, LLC, a Delaware limited liability company (“Constellation”), Carlyle PanAmSat I, L.L.C., a Delaware limited liability company, Carlyle PanAmSat II, L.L.C., a Delawa
SALE PARTICIPATION AGREEMENTSale Participation Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
You have entered into an Employee Stockholder’s Agreement, dated as of , 200 (the “Stockholder’s Agreement”) between Bristol West Holdings, Inc., a Delaware corporation (“the Company”), and you relating to your ownership and/or purchase of shares of the common stock, par value $.01 per share (the “Common Stock”) of the Company. The undersigned, Bristol West Associates LLC, a Delaware limited liability corporation (“Associates”), an affiliate of KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”) and KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), also has acquired shares of Common Stock of the Company and hereby agree with you as follows, effective upon the Closing (as defined in the Stockholder’s Agreement) or, in the event that you entered into such Stockholder’s Agreement subsequent to the Closing, upon the purchase of Common Stock by you:
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • September 20th, 2007 • Capmark Finance Inc. • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Capmark Financial Group Inc., a Nevada corporation (the “Company”), and you (the “Management Stockholder’s Agreement”) relating to: (i) the granting to you by the Company of an Option (as defined in the Stockholder’s Agreement) to purchase shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Management Stockholder’s Agreement). The undersigned, GMACCH Investor LLC (“Investor”), hereby agrees with you as follows, effective upon such grant of an Option and purchase of Common Stock:
FORM OF] SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 15th, 2005 • Amphenol Corp /De/ • Electronic connectors • New York
You have entered into a Management Stockholder’s Agreement, dated as of [DATE] between Amphenol Corporation, a Delaware corporation (“the Company”), and you (the “Stockholder’s Agreement”) relating to your ownership and/or purchase of shares of the Class A Common Stock, par value $.001 per share (the “Common Stock”) of the Company. The undersigned, KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”), NXS Associates, L.P., a Delaware limited partnership (“Associates”), KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), and NXS I, L.L.C., a Delaware limited liability company (“NXS LLC”), also have acquired shares of Common Stock of the Company and hereby agree with you as follows, effective upon the Effective Time of the Merger (as defined in the Stockholder’s Agreement) or, in the event that you entered into such Stockholder’s Agreement subsequent to the Effective Time of the Merger, upon the purchase of Common Stock by you:
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • April 1st, 2005 • Visant Holding Corp • Jewelry, precious metal • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Visant Holding Corp. (formally known as Jostens Holding Corp.), a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of an Option (as defined in the Stockholder’s Agreement) to purchase shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, Fusion Acquisition LLC, a Delaware limited liability company (“Fusion”) and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJMB Funds” and, Fusion and the DLJMB Funds, each an “Investor” and together Fusion
FORM OF] SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 15th, 2004 • Panamsat Corp /New/ • Communications services, nec • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between PanAmSat Corporation, a Delaware corporation (the “Company”), and you (the “Management Stockholder’s Agreement”) relating to the granting to you by the Company of an Option (as defined in the Management Stockholder’s Agreement) to purchase shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The undersigned, Constellation, LLC, a Delaware limited liability company (“Constellation”), Carlyle PanAmSat I, L.L.C., a Delaware limited liability company, Carlyle PanAmSat II, L.L.C., a Delaware limited liability company (together, “Carlyle”), PEP PAS, LLC, a Delaware limited liability company, and PEOP PAS, LLC, a Delaware limited liability company (together, “Providence”, and collectively with Constellation and Carlyle, the “Investors”) hereby agree with you as follows, effective upon such grant of Option:
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 26th, 2004 • Sealy Corp • Household furniture • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof between Sealy Corporation, a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to the granting to you by the Company of an Option (as defined in the Stockholder’s Agreement) to purchase shares of Class A common stock, par value $0.01 per share, of the Company (the “Common Stock”). The undersigned, Sealy Holding LLC, a Delaware limited liability company (the “Investor”) hereby agrees with you as follows, effective upon such grant of Option:
FORM OF] SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 15th, 2005 • Amphenol Corp /De/ • Electronic connectors • Connecticut
You have entered into a Management Stockholder’s Agreement, dated as of the Grant Date, between Amphenol Corporation, a Delaware corporation (“the Company”), and you (the “Stockholder’s Agreement”). In connection with the Stockholder’s Agreement, KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”), NXS Associates, L.P., a Delaware limited partnership (“Associates”), KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), and NXS I, L.L.C., a Delaware limited liability company (“NXS LLC”) hereby agree with you as follows:
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 22nd, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Affinia Group Holdings Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of the Options (as defined in the Stockholder’s Agreement) to purchase shares of common stock of the Company (the “Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). [In addition, you have entered into a Restricted Stock Unit Agreement, dated as of the date hereof, between you and the Company (the “RSU Agreement”) relating to the granting to you by the Company of Restricted Stock Units (“RSUs”) with respect to the Company’s Common Stock.]
SALE PARTICIPATION AGREEMENTSale Participation Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
Fisher Capital Corp. LLC, a Delaware limited liability company (the “Purchaser”), has entered into a Stockholders’ Agreement, dated as of July 9, 1998 (the “Subscription Agreement”) with BRW Acquisition, Inc., a Delaware corporation (“the Company”) relating to the Purchaser’s ownership and/or purchase of shares of the common stock, par value $.01 per share (the “Common Stock”) of the Company. The undersigned, Bristol West Associates LLC, a Delaware limited liability corporation (“Associates”), an affiliate of KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”) and KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”) (collectively, the “KKR Partnership”), also has acquired shares of Common Stock of the Company and hereby agrees with the Purchaser as follows, effective upon the Closing (as defined in the Stockholder’s Agreement):
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 10th, 2005 • ITC Holdings Corp. • Electric services • Michigan
You have entered into a Management Stockholder’s Agreement, dated as of [Date] between ITC Holdings Corp., a Michigan corporation (“the Company”), and you (the “Stockholder’s Agreement”) relating to your acquisition from the Company of shares of common stock of the Company (the “Common Stock”). The undersigned, International Transmission Holdings Limited Partnership, a Michigan limited partnership (“Holdings”) hereby agrees with you as follows, effective upon such acquisition of Common Stock:
SALE PARTICIPATION AGREEMENT KKR Renaissance Aggregator L.P. 9 West 57th Street, 42nd Floor New York, NY 10019Sale Participation Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
You have entered into a Management Stockholder’s Agreement or Director Stockholder’s Agreement, dated as of the date hereof, between Renaissance Parent Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the purchase/subscription by you of Purchased Stock; and/or (ii) the grant by the Company to you of options (“Options”) to purchase/subscribe for Common Stock. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Stockholder’s Agreement. KKR Renaissance Aggregator L.P., a Delaware limited partnership (“Investor Holdings”), which is the parent entity of the Company, hereby agrees with you as follows pursuant to the tel ins of this Sale Participation Agreement (this “Agreement”), effective as of the Effective Date:
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof between Accellent Holdings Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of Options (as defined in the Stockholder’s Agreement) to purchase shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and, where applicable, (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, Accellent Holdings LLC, a Delaware limited liability company (the “Investor”), hereby agrees with you as follows, effective upon your execution of the Rollover Agreement with the Company:
SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Delaware
You have entered into an Exchange and Purchase Agreement with Hercules Holding II, LLC, a Delaware limited liability company and the parent entity of the Company (“Hercules Holding”), and/or a Management Stockholder’s Agreement, dated as of the date hereof, between HCA Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) Rollover Stock (as defined in the Stockholder’s Agreement); (ii) Rollover Options (as defined in the Stockholder’s Agreement); (iii) the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement); and/or (iv) the grant by the Company to you of new options (together with the Rollover Options, “Options”) to purchase shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). The undersigned, Bain Capital Fund IX, L.P., KKR Millennium Fund L.P., KKR 2006 Fund L.P. and ML Global Private Equity Fund, L.P. (each, an “Investor” and, collectively, the “Investors”), who each hold intere
