REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the l day of l, 2006, by and among: Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as the sponsor of Compass Diversified Trust, a statutory trust under the Delaware Statutory Trust Act (the “Trust” and, together with the Company, the “Registrants”), the Trust, and each of the undersigned parties listed under “Shareholders” on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”
WHEREAS, the Trust has issued undivided beneficial interests in the Trust (collectively, “Shares”);
WHEREAS, the Shareholders, collectively, hold as of the date hereof (or contemporaneously herewith are acquiring) that number of Shares set beside their respective names on Schedule A hereto (collectively, the “Restricted Shares,” as further defined herein);
WHEREAS, the parties hereto desire to enter into this Agreement to provide the Shareholders with certain rights relating to the registration of the Restricted Shares;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Except as otherwise noted, for all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Agreement, which meanings shall apply equally to the singular and plural forms of the terms so defined and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole: The following capitalized terms used herein have the following meanings:
“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in the City of New York are required, permitted or authorized, by applicable law or executive order, to be closed for regular banking business.
“Commission” means the Securities and Exchange Commission, or such successor federal agency or agencies as may be established in lieu thereof.
“Company” is defined in the preamble to this Agreement.
“Demand Registration” is defined in Section 2.2.1.
“Demanding Holder” is defined in Section 2.2.1.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Indemnifying Party” is defined in Section 4.3.
“Maximum Number of Shares” is defined in Section 2.2.5.
“Notices” is defined in Section 6.3.
“Piggy-Back Registration” is defined in Section 2.3.1.
“Prospectus” means a prospectus relating to a Registration Statement, as amended or supplemented, and all materials incorporated by reference in such Prospectus.
“Register,” “registered” and “registration” mean a registration effected by preparing and filing a registration statement or similar document under the Securities Act and such registration statement becoming effective.
“Registrants” is defined in the preamble to this Agreement.
“Registration Statement” means a registration statement filed by the Registrants with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Shares (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).
“Regular Trustees” means the Persons identified as the “Regular Trustee” in the Amended and Restated Trust Agreement of the Trust dated [___], each solely in his own capacity as Regular Trustee of the Trust and not in his own individual capacity, or such Regular Trustee’s successor in interest in such capacity, or any successor in interest in such capacity, or any successor Regular Trustee appointed as herein provided.
“Restricted Shares” mean all of the Shares owned or held by Shareholders or their permitted transferees; provided, that such Shares shall cease to be Restricted Shares when: (a) a Registration Statement with respect to the sale of such Restricted Shares shall have become effective under the Securities Act (as defined below) and such Restricted Shares shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such Restricted Shares shall have been otherwise transferred pursuant to Rule 144 of the Securities Act (or any similar provisions thereunder, but not Rule 144A), and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Trust and subsequent public distribution of them shall not require registration under the Securities Act or such Restricted Securities are saleable pursuant to Rule 144(k) of the Securities Act; or (c) such Restricted Shares shall have ceased to be outstanding.