**Exhibit 10.3(c)**

 

Execution Copy

 

**SECURITYHOLDERSAGREEMENT**

 

**THIS SECURITYHOLDERS AGREEMENT**(this “Agreement”) is made as of June 29, 2007 by and among (i) VarietalDistribution Holdings, LLC, a Delaware limited liability company (the “Company”),(ii) Madison Dearborn Capital Partners V-A, L.P., a Delaware limitedpartnership (“MDCP-A”), Madison Dearborn Capital Partners V-C, L.P., aDelaware limited partnership (“MDCP-C”), Madison Dearborn CapitalPartners V Executive-A, L.P., a Delaware limited partnership (“MDCPExecutive”), MDCP Co-Investors (Varietal), L.P., a Delaware limitedpartnership (“MDCP Co-Invest 1”), and MDCP Co-Investors (Varietal-2),L.P., a Delaware limited partnership (“MDCP Co-Invest 2”), and any otherinvestment fund managed by Madison Dearborn Partners, LLC, a Delaware limitedliability company (“MDCP LLC”), that at any time acquires securities ofthe Company in accordance with this Agreement and the LLC Agreement(collectively, the “Investors” and each an “Investor”), (iii)each Person that joins this Agreement as an “Executive,” each Person thatacquires securities of the Company from an Executive (other than the Company orthe Investors) pursuant to this Agreement and the LLC Agreement and any otherPerson that was or is an employee of the Company or its Subsidiaries who, atany time, acquires securities of the Company in accordance with this Agreementand the LLC Agreement, in each case, that executes a counterpart of thisAgreement or otherwise agrees to be bound by this Agreement (each, an “Executive”and collectively, the “Executives”), and (iv) each Person that is not anInvestor or an Executive who, at any time, acquires securities of the Companyin accordance with this Agreement and the LLC Agreement and that executes acounterpart of this Agreement or otherwise agrees to be bound by this Agreement(each an “Other Securityholder” and collectively, the “OtherSecurityholders”). The Investors, the Executives and the OtherSecurityholders are collectively referred to herein as the “Securityholders”and individually as a “Securityholder.” Capitalized terms used but not otherwise defined herein are defined in Section 17hereof; provided that, if any such term is not defined herein, then suchterm shall have the same meaning assigned to it in the LLC Agreement (ashereinafter defined).

 

WHEREAS, the Investors will purchase Class A CommonUnits (as defined in the LLC Agreement) of the Company (“Class A CommonUnits”) and Class A Preferred Units (as defined in the LLC Agreement) ofthe Company (“Class A Preferred Units”) pursuant to the MDP UnitPurchase Agreement between the Investors and the Company dated as of the datehereof (as amended from time to time pursuant to its terms, the “PurchaseAgreement”);

 

WHEREAS, the Executives will acquire Class A CommonUnits and/or Class A Preferred Units pursuant to the Management Unit PurchaseAgreements between the Executives and the Company dated as of the date hereof;and

 

WHEREAS, the Company and the Securityholders desire toenter into this Agreement for the purposes, among others, of (i) limiting themanner and terms by which units and interests in the Company may betransferred, (ii) assuring continuity in the ownership of the Company and (iii)providing registration rights to the Securityholders. The execution anddelivery of this Agreement is a condition to the Investors entering into to thePurchase Agreement.

 

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NOW, THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties to thisAgreement hereby agree as follows:

 

# 1.                                       Restrictionson Transfer.

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## (a)                                  Transferof Securities. No holder of Securities (other than the Investors (subjectto Section 2)) shall Transfer any interest in Securities without theprior written consent of the holders of a majority of the Investor Securitiesexcept Transfers (i) to a Permitted Transferee in accordance with Section1(b) hereof, (ii) as a Tag-Along Securityholder pursuant to Section 2hereof, (iii) in the case of an Other Securityholder only, in accordance with Section 3of hereof and (iv) in an Approved Sale pursuant to Section 5 hereof.

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## (b)                                 PermittedTransfers. The restrictions set forth in Section 1(a) and in Section2 shall not apply to (i) any Transfer of Securities by any Securityholder(A) who is an individual to or among his or her Family Group or (B) that is anentity to or among its Affiliates, (ii) any Transfer of Securities to theCompany or as required in connection with the exercise of a Repurchase Optionor any Put Option (as each term is defined in an applicable Management UnitPurchase Agreement) pursuant to an applicable Management Unit RepurchaseAgreement, (iii) a Transfer required by Section 15.7 of the LLCAgreement in accordance therewith, (iv) in the case of an Investor or OtherSecurityholder, subject to Section 10, a sale of Class A Common Units ina Public Sale, (v) in the case of an Executive, subject to Section 10, asale of Class A Common Units in a Public Sale to the extent provided in Section1(d) below, or (vi) in the case of an Executive, subject to Section 10,a sale of Class A Common Units in a Public Sale after the earlier of (x) thefirst anniversary of the consummation of a Qualified Public Offering and (y)with respect to a particular Executive, the date that is six months followingthe date of the termination of such Executive’s employment with the Company orits Subsidiaries.

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## (c)                                  OtherPermitted Transfer Provisions. Notwithstanding anything to the contrarycontained herein, the restrictions contained in this Agreement will continue tobe applicable to the Securities after any Transfer pursuant to clause (i)of Section 1(b) and the transferee of such Securities shall agree inwriting to be bound by the provisions of this Agreement, the LLC Agreement and,in the case of a Transfer from an Executive, shall agree to be bound by theprovisions of the applicable Management Unit Purchase Agreement(s), the Planand/or any other agreements pursuant to which such Units were originally issued.Upon the Transfer of Securities pursuant to clause (i) of Section1(b), the transferees will deliver a written notice to the Company, whichnotice will disclose in reasonable detail the identity of such transferee. Atransferee permitted pursuant to Section 1(b) and this Section 1(c)who receives a transfer of Securities in accordance with this Agreement shallbe referred to herein as a “Permitted Transferee.”  Notwithstanding the foregoing, no partyhereto shall avoid the provisions of this Agreement by (i) making one or moretransfers to one or more Permitted Transferees and then disposing of all or anyportion of such party’s interest in any such Permitted Transferee or (ii)Transferring the securities of any entity holding (directly or indirectly)Securities. Notwithstanding the foregoing, each of the GSMP Investors shallhave the right to transfer their interests in the Company if and to the extentprovided in separate written 

 

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## agreements, if any, between the GSMP Investors and theCompany that are approved by the Board.

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## (d)                                 ExecutiveTransfers Following a Qualified Public Offering. An Executive may only sellClass A Common Units in a Public Sale following a Qualified Public Offeringpursuant to clause (v) of Section 1(b) at such time as theInvestors sell Class A Common Units in a Public Sale and then only up to anumber of Class A Common Units (a “Transfer Amount”) equal to the lesserof (A) the number of Vested Common Units that are Class A Common Units owned byExecutive prior to such Public Sale and (B) the result of the number of Class ACommon Units owned by Executive prior to such Public Sale (excluding for thispurpose Class A Common Units that are already transferable by Executive in aPublic Sale as a result of one or more Transfer Amounts available to Executiveas a result of the application of the next occurring proviso below) multipliedby a fraction (the “Transfer Fraction”), the numerator of which is thenumber of Class A Common Units sold by the Investors in such Public Sale andthe denominator of which is the total number of Class A Common Units held bythe Investors prior to such Public Sale, provided that, if at the time of aPublic Sale of units by the Investors, Executive chooses not to Transfer theTransfer Amount, Executive shall retain the right to Transfer an amount ofClass A Common Units at a future date equal to the lesser of (x) the number ofVested Common Units that are Class A Common Units owned by Executive at suchfuture date and (y) such Transfer Amount, providedfurther thatany in-kind distributions of Class A Common Units by the Investors to theirlimited partners and any private sale of Class A Common Units by the Investorsshall be deemed to be a Public Sale for purposes of this Section 1(d). Priorto a Qualified Public Offering, the Board may, in individual cases or in thegeneral case, make exceptions to the restrictions on transfer set forth in thisSection 1(c). Upon the written request from time to time of anExecutive, the Company shall provide to such Executive the number of Class ACommon Units that such Executive may transfer in a Public Sale in reliance onthis Section 1(d) subject to the terms and conditions hereof.

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## (e)                                  Terminationof Restrictions. The restrictions on the Transfer of Securities set forthin this Section 1 shall continue with respect to a Security until theearlier of the date on which such Security has been transferred (i) in a PublicSale permitted hereby, (ii) by a Tag-Along Securityholder pursuant to Section2, and (iii) pursuant to a Sale of the Company that meets the conditionsfor Transfer set forth in this Section 1.

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# 2.                                       ParticipationRights.

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## (a)                                  Atleast 20 days prior to any Transfer of units of any class of Securities by oneor more of the Investors (each, a “Transferring Investor”), suchTransferring Investor(s) shall deliver a written notice (the “Tag-AlongNotice”) to the Company and the other Securityholders (the “Tag-AlongSecurityholders”) specifying in reasonable detail the identity of theprospective transferee(s) and the terms and conditions of the Transfer. TheTag-Along Securityholders may elect to participate in the contemplated Transferby delivering written notice to each of the Transferring Investor(s) within 15days after delivery of the Tag-Along Notice. If any Tag-Along Securityholdershave elected to participate in such Transfer, the Transferring Investor(s) andsuch Tag-Along Securityholders will each be entitled to sell in the contemplatedTransfer, at the same price and on the same terms, a number of units of suchclass of Securities proposed to 

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## be transferred equal to the product of (A) thequotient determined by dividing the number of units of such class of Securitiesowned by such Person by the aggregate number of outstanding units of such classof Securities owned by the Transferring Investor(s) and the Tag-AlongSecurityholders participating in such sale and (B) the number of units of suchclass of Securities to be sold in the contemplated Transfer.

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## (b)                                 TheTransferring Investor(s) will use commercially reasonable efforts to obtain theagreement of the prospective transferee(s) to the participation of theTag-Along Securityholders in any contemplated Transfer, and the TransferringInvestor(s) will not transfer any of its Securities to the prospectivetransferee(s) unless (A) the prospective transferee(s) agrees to allow theparticipation of the Tag-Along Securityholders or (B) the TransferringInvestor(s) agrees to purchase the number of such class of Securities from theTag-Along Securityholders that the Tag-Along Securityholders would have beenentitled to sell pursuant to this Section 2(b) for the consideration perunit to be paid to the Transferring Investor(s) by the prospectivetransferee(s).

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## (c)                                  Therestrictions in this Section 2 will not apply with respect to(i) Transfers to Permitted Transferees, (ii) Transfers by the Investors ofup to 10% (in the aggregate, after giving effect to all prior sales and thesale at issue) of each class of Securities held by them on the date hereof toemployees of, consultants to and advisors to (or any entity formed for theirbenefit) the Investors, the Company or any of their respective Affiliatesand/or (iii) Transfers on or prior to the first anniversary of the date hereofby the Investors of up to 3,388,065 Class A Common Units (in the aggregate,after giving effect to all prior sales and the sale at issue) and up to 376,038Class A Preferred Units (in the aggregate, after giving effect to all priorsales and the sale at issue) to one or more Persons (a Person acquiringSecurities from an Investor in reliance on this clause (iii), an “InvestorTransferee”). Each Investor Transferee shall join this Agreement in thecapacity of an Other Securityholder; provided that, solely for purposesof this Section 2, such Investor Transferee shall be subject to therestrictions on Transfer set forth in this Section 2 as if such InvestorTransferee were treated as an Investor for purposes of this Section 2 (providedthat the exceptions contained in clauses (ii) and (iii) of this Section 2(c)shall not be available to such Investor Transferee).

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## (d)                                 Therestrictions on the Transfer of Securities set forth in this Section 2shall terminate with respect to a Security upon its Transfer pursuant to this Section2, subject to the last sentence of Section 2(c).

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## (e)                                  ThisSection 2 shall terminate upon the first to occur of (i) immediatelyafter the consummation of a Sale of the Company and (ii) the consummation of aQualified Public Offering and will not apply to a Transfer which is a PublicSale.

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# 3.                                       FirstRefusal Rights.

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## (a)                                  Priorto making any Transfer of Securities and after obtaining the consent of the holdersof a majority of the Investor Securities to such Transfer, any OtherSecurityholder desiring to make such Transfer (the “TransferringSecurityholder”) will give written notice (the “Sale Notice”) to theCompany and the holders of Investor Securities (collectively, the “Sale 

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## Notice Recipients”). The Sale Noticewill disclose in reasonable detail the identity of the prospectivetransferee(s), the number of units of Securities to be transferred and theterms and conditions of the proposed transfer. Such Transferring Securityholderwill not consummate any Transfer until 45 days after the Sale Notice has beengiven to the Sale Notice Recipients, unless the parties to the Transfer havebeen finally determined pursuant to this Section 3 prior to theexpiration of such 45-day period. (The date of the first to occur of suchevents is referred to herein as the “Authorization Date”.)

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## (b)                                 TheCompany may elect to purchase all (but not less than all) of such Securities tobe transferred upon the same terms and conditions as those set forth in theSale Notice by delivering a written notice of such election to the TransferringSecurityholder and the Sale Notice Recipients (other than the Company) within20 days after the Sale Notice has been given to the Company. If the Company hasnot elected to purchase all of the Securities to be transferred, the Investorsmay elect to purchase all (but not less than all) of the Securities to betransferred upon the same terms and conditions as those set forth in the SaleNotice by giving written notice of such election to such TransferringSecurityholder and the Sale Notice Recipients (other than the Company) within25 days after the Sale Notice has been given to the Investors. If more than oneInvestor elects to purchase the Securities to be transferred, the units ofSecurities to be sold shall be allocated among such Investors pro rata inaccordance with their relative holdings of Class A Common Units. If neither theCompany nor the Investors elect to purchase all of the Securities specified inthe Sale Notice, the Transferring Securityholder may transfer the Securitiesspecified in the Sale Notice at a price and on terms no more favorable to thetransferee(s) thereof than specified in the Sale Notice during the 60-dayperiod immediately following the Authorization Date. Any Securities notTransferred within such 60-day period will be subject to the provisions of thisSection 3 upon subsequent Transfer. The Company may pay the purchaseprice for such units by offsetting amounts outstanding under any bona fidedebts owed by the Transferring Securityholder to the Company. Notwithstandinganything herein to the contrary, except pursuant to Section 3(d), in noevent shall any Transfer of Securities pursuant to this Section 3 bemade for any consideration other than cash payable upon consummation of suchTransfer.

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## (c)                                  Unlessotherwise determined by the holders of a majority of the Investor Securities,the provisions of this Agreement and the LLC Agreement will continue to beapplicable to the Securities after any Transfer pursuant to this Section 3and the transferee of such Securities shall agree in writing to be bound by theprovisions of this Agreement and the LLC Agreement as a condition to suchTransfer.

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## (d)                                 Therestrictions of this Section 3 will not apply with respect to Transfers(i) to Permitted Transferees in accordance with Section 1(b), (ii) as aTag-Along Securityholder pursuant to Section 2 hereof, (iii) in anApproved Sale pursuant to Section 5 hereof, and (iv) that are PublicSales made in accordance with this Agreement.

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## (e)                                  Therestrictions set forth in this Section 3 shall continue with respect toeach unit of Securities until the earlier of (i) the date on which such unit ofSecurities has been transferred in a Public Sale in accordance with thisAgreement and (ii) the consummation of a Sale of the Company.

 

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# 4.                                       PreemptiveRights.

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## (a)                                  Ifthe Company authorizes, after the date hereof, the issuance or sale of anyequity securities of the Company or any securities containing options or rightsto acquire equity securities of the Company, in each case, other than ExemptEquity Issuances, to any Person (any such Person, the “AcquiringSecurityholder”), the Company will, at least 15 days prior to the issuanceor sale, notify each Securityholder that is an Accredited Investor in writingof the price of and any material terms relating to the proposed issuance orsale (to the extent then known). Each Securityholder may elect to purchase his,her or its Pro Rata Portion of the securities to be issued in such issuance orsale at the same price and on the terms identified in the notice. If electingto participate, each Securityholder shall be required to purchase the samestrip of securities, on the same terms and conditions, that the AcquiringSecurityholder in such issuance is purchasing. Each Securityholder’s electionto participate in any such additional financing must be made in writing and bedelivered to the Company within 15 days after such Securityholder’s receipt ofthe notice from the Company provided under this Section 4; providedthat if there is a material change in the terms included in such notice, eachSecurityholder will have 10 days after receipt of notice of the revised termsto reconfirm such Securityholder’s intention to invest. If after notifying theSecurityholders, the Company elects not to proceed with the issuance or sale,any elections made by Securityholders shall be deemed rescinded.

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## (b)                                 Uponthe expiration of the offering periods described above, the Company shall beentitled to sell such securities which the Securityholders have not elected topurchase during the 180 calendar days following such expiration at a price notless than, and on other terms and conditions substantially similar to thoseoffered to such Securityholders. Any securities offered or sold by the Companyafter such 180 day period (or, if prior to such 180-day period, at a price lessthan, or on other terms and conditions not substantially similar to thoseoffered to such Securityholders) must be reoffered to such Securityholderspursuant to the terms of this Section 4.

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## (c)                                  Notwithstandinganything herein to the contrary, if the Board determines that compliance withthe time periods described in this Section 4 would not be in the bestinterests of the Company and its Subsidiaries because of the liquidity needs ofthe Company and its Subsidiaries, then, in lieu of offering any securities tothe Securityholders at the time such securities are otherwise being issued orsold, the Company may comply with the provisions of this Section 4 bymaking an offer to sell to the Securityholders their Pro Rata Portion of suchsecurities promptly, and in no event later than 10 days, after a sale to theAcquiring Securityholder is consummated. In such event, for all purposes ofthis Section 4, each Securityholder’s Pro Rata Portion shall bedetermined taking into consideration the actual number of securities sold so asto achieve the same economic effect as if such offer would have been made priorto such sale.

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## (d)                                 ThisSection 4 shall terminate upon the first to occur of (i) theconsummation of a Sale of the Company and (ii) the consummation of a QualifiedPublic Offering.

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# 5.                                       Saleof the Company.

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## (a)                                  Ifeach of (x) the Board and (y) the holders of the Required Interest approve aSale of the Company (an “Approved Sale”), each holder of Securitiesshall vote for, consent to and raise no objections against such Approved Sale. Ifthe Approved Sale is structured as a (i) merger or consolidation, each holderof Securities shall waive any dissenters’ rights, appraisal rights or similarrights in connection with such merger or consolidation or (ii) sale of Units,each holder of Securities shall agree to sell all of his, her or its Securitiesor rights to acquire Securities on the terms and conditions approved theholders of the Required Interest. Each holder of Securities shall take allnecessary or desirable actions in connection with the consummation of theApproved Sale as reasonably requested by the holders of the Required Interestor the Company.

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## (b)                                 Eachholder of Securities shall be severally obligated to join and become a party toany agreement approved by the holders of the Required Interest with respect toan Approved Sale (based on his, her or its Pro Rata Portion) providing forrepresentations and warranties, indemnification obligations (including escrows,hold back or other similar arrangements to support such indemnity obligations),releases or other obligations to which MDCP LLC or its Affiliates (other thanthe Company or any Subsidiary) agree in connection with such Approved Sale(other than any such obligations that relate specifically to a particularSecurityholder, such as indemnification with respect to representations andwarranties given by a holder of Securities regarding such holder’s title to andownership of Securities as to which obligations each such holder shall besolely liable (except to the extent of amounts held in escrow or otherwise notpaid at the closing); provided, that each Executive’s and each OtherSecurityholder’s obligations in respect of any such indemnification obligationsshall not exceed his, her or its proceeds from such Approved Sale; provided,further, that no Other Securityholder shall be obligated to make anyrepresentations or warranties other than the representations and warrantieswith respect to such Other Securityholder (although such Other Securityholdermay be liable with respect to representations and warranties of others to theextent that MDCP LLC or its Affiliates (other than the Company or anySubsidiary) are so liable). Each holder of Securities (i) hereby appoints MDCPLLC or its designee as its representative in connection with any sale agreementwith customary provisions (including the right to resolve any potentialindemnification claims or other disputes on behalf of all holders ofSecurities) and (ii) hereby irrevocably grants to, and appoints, MDCP LLC orits designee, such holder’s proxy and attorney-in-fact (with full power ofsubstitution), for and in the name, place and stead of such holder, to vote theSecurities held by such holder, or to grant a consent or approval in respect ofsuch Securities, in connection with any meeting of the members of the Companyor any action by written consent in lieu of a meeting of the members of theCompany with respect to an Approved Sale. Each holder of Securities herebyaffirms that the irrevocable proxy set forth in this Section 5(b)is given to secure the performance of the duties of such holder under thisAgreement. Each holder of Securities hereby further affirms that theirrevocable proxy set forth in this Section 5(b) is coupled with aninterest and irrevocable.

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## (c)                                  Theobligations of the holders of Securities with respect to the Approved Sale aresubject to the terms of Section 6 below.

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## (d)                                 Holdersof Securities will bear their Pro Rata Portion of the costs of any sale of suchSecurities pursuant to an Approved Sale to the extent such costs are incurredfor the 

 

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## benefit of all holders of Securities and are nototherwise paid by the Company or the acquiring party. For purposes of this Section5(d), costs incurred in exercising reasonable efforts to take all actionsin connection with the consummation of an Approved Sale in accordance with Section 5(a)shall be deemed to be for the benefit of all holders of Securities. Costsincurred by holders of Securities on their own behalf will not be consideredcosts of the transaction hereunder.

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## (e)                                  ThisSection 5 and Section 6 shall terminate upon the first to occurof (i) the consummation of a Sale of the Company and (ii) the consummation of aQualified Public Offering.

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# 6.                                       Distributionsupon Sale of the Company. In the event of an Approved Sale, eachSecurityholder shall receive in exchange for the Securities held by suchSecurityholder the same portion of the aggregate consideration to be paid inrespect of the securities sold in such sale or exchange that suchSecurityholder would have received if such aggregate consideration had beendistributed by the Company pursuant to the terms of Section 4.1(a)of the LLC Agreement; provided, that each Executive and each OtherSecurityholder shall have the right to receive the same form and amount ofconsideration per unit (after taking into account the differing amounts thatunits within a class may be entitled to pursuant to Section 4.1(a) ofthe LLC Agreement) as all Investors holding units of the same class, and if anyInvestor is given an option as to the form and amount of consideration to bereceived, all Executives and all Other Securityholders will be given the sameoption. Each holder of Securities shall take all necessary or desirable actionsin connection with the distribution of such aggregate consideration from suchsale or exchange as requested by the Company.

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# 7.                                       Certificates.If the Board determines to issue certificates evidencing some or all of theSecurities, (i) the Board shall determine the appropriate legend or legends tobe stamped or otherwise imprinted on such certificates and the rules (which theSecurityholders shall be subject to) for adding and removing any such legends(including requiring an opinion of counsel) and (ii) if and to the extentrequested by the Board, each Executive shall execute in blank security transferpowers in a form acceptable to the Board (the “Security Powers”) withrespect to his, her or its Securities and shall deliver such Security Powers tothe Company. The Security Powers shall authorize the Company to assign,transfer and deliver the Securities to the appropriate acquiror thereofpursuant to the terms of this Agreement. Any certificate evidencing Securitiesheld by an Executive or Permitted Transferee thereof (other the Company or theInvestors) shall be retained by the Company and shall not be delivered to suchExecutive or Permitted Transferee until the consummation of a Qualified PublicOffering, and then only certificate(s) evidencing Vested Common Units shall beso delivered to such Executive or such Permitted Transferee.

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# 8.                                       DemandRegistrations.

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## (a)                                  Requestsfor Registration. The Securityholders contemplate the organization of acorporation and reorganization or recapitalization of the Company pursuant to Section15.7 of the LLC Agreement. The corporate successor to the Company shall bereferred to herein as 

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## the “Corporation.”  At any time and from time to time after theorganization of the Corporation, the holders of a majority of the InvestorRegistrable Securities may request registration under the Securities Act of allor any portion of their Registrable Securities on Form S-1 or any similarlong-form registration (“Long-Form Registrations”), or on Form S-2 orS-3 (including pursuant to Rule 415 under the Securities Act) or any similarshort-form registration (“Short-Form Registrations”), if available. Allregistrations requested pursuant to this Section 8(a) are referred toherein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximatenumber of Registrable Securities requested to be registered and the anticipatedper share or per unit price range for such offering. Within ten days afterreceipt of any such request, the Corporation shall give written notice of suchrequested registration to all other holders of Registrable Securities and shallinclude in such registration all Registrable Securities with respect to whichthe Corporation has received written requests for inclusion therein within 15days after the receipt of the Corporation’s notice (the “IncludedRegistrable Securities”).

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## (b)                                 InvestorLong-Form Registrations. The holders of Investor Registrable Securitiesshall be entitled to request an unlimited number of Long-Form Registrations inwhich the Corporation shall pay all Registration Expenses (as defined in Section12). All Long-Form Registrations shall be underwritten registrations.

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## (c)                                  InvestorShort-Form Registrations. In addition to the Long-Form Registrationsprovided pursuant to Section 8(b), the holders of  Investor Registrable Securities shall beentitled to request an unlimited number of Short-Form Registrations in whichthe Corporation shall pay all Registration Expenses. Demand Registrations shallbe Short-Form Registrations whenever the Corporation is permitted to use anyapplicable short form. After the Corporation has become subject to thereporting requirements of the Securities Exchange Act, the Corporation shalluse commercially reasonable efforts to make Short-Form Registrations on FormS-3 available for the sale of Registrable Securities. If the Corporation,pursuant to the request of the holder(s) of a majority of Investor RegistrableSecurities, is qualified to and has filed with the Securities ExchangeCommission a registration statement under the Securities Act on Form S-3pursuant to Rule 415 under the Securities Act (the “Required Registration”),then the Corporation shall use commercially reasonable efforts to cause theRequired Registration to be declared effective under the Securities Act as soonas practicable after filing, and, once effective, the Corporation shall causesuch Required Registration to remain effective for a period ending on theearlier of (i) the date on which all Included Registrable Securities have beensold pursuant to the Required Registration, or (ii) the date as of which (A)the holder(s) of the Included Registrable Securities who are affiliates of theCorporation are able to sell all of the Investor Registrable Securities thenheld by them within a ninety-day period in compliance with Rule 144 under theSecurities Act, and (B) the holder(s) of the Included Registrable Securitieswho are not affiliates of the Corporation are able to sell all of the InvestorRegistrable Securities then held by them pursuant to Rule 144(k) under theSecurities Act.

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## (d)                                 Priorityon Demand Registrations. The Corporation shall not include in any DemandRegistration any securities that are not Registrable Securities without theprior written consent of the holders of a majority of the Investor RegistrableSecurities included in such registration. If a Demand Registration is anunderwritten offering and the managing underwriters advise the Corporation inwriting that, in their opinion, the number of Registrable 

 

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## Securities and, if permitted hereunder, othersecurities requested to be included in such offering exceeds the number ofRegistrable Securities and other securities, if any, that can be sold in anorderly manner in such offering within a price range acceptable to the holdersof a majority of the Investor Registrable Securities to be included in suchregistration, then the Corporation shall include in such registration, prior tothe inclusion of any securities that are not Registrable Securities, the numberof Registrable Securities requested to be included that, in the opinion of suchunderwriters, can be sold in an orderly manner within the price range of suchoffering, pro rata among the respective holders thereof on the basis of theamount of Registrable Securities owned by each such holder.

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## (e)                                  Restrictionson Long-Form Registrations. The Corporation shall not be obligated toeffect any Long-Form Registration within 90 days after the effective date of aprevious Long-Form Registration or a previous registration in which the holdersof Registrable Securities were given piggyback rights pursuant to Section 9and in which there was no reduction in the number of Registrable Securitiesrequested to be included. The Corporation may postpone for up to 180 days thefiling or the effectiveness of a registration statement for a DemandRegistration if the Corporation and the holders of a majority of the InvestorRegistrable Securities agree that such Demand Registration would reasonably beexpected to have a material adverse effect on any proposal or plan by theCorporation or any of its Subsidiaries to acquire financing, engage in anyacquisition of assets (other than in the ordinary course of business), orengage in any merger, consolidation, tender offer, reorganization, or similartransaction; provided that, in such event, the holders of Investor RegistrableSecurities initially requesting such Demand Registration shall be entitled towithdraw such request and the Corporation shall pay all Registration Expensesin connection with such registration. The Corporation may delay a DemandRegistration hereunder only once in any 12-month period.

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## (f)                                    Selectionof Underwriters. The holders of a majority of the Investor RegistrableSecurities included in any Demand Registration shall have the right to selectthe investment banker(s) and manager(s) to administer the offering.

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## (g)                                 OtherRegistration Rights. Except as provided in this Agreement, the Corporationshall not grant to any Persons the right to request the Corporation to registerany equity securities of the Corporation, or any securities, options, or rightsconvertible or exchangeable into or exercisable for such securities, withoutthe prior written consent of the holders of a majority of the InvestorRegistrable Securities.

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## (h)                                 Obligationsof Holders of Registrable Securities. Subject to the Corporation’sobligations under Section 11(e) hereof, each holder of RegistrableSecurities shall cease using any prospectus after receipt of written noticefrom the Corporation of the happening of any event as a result of which suchprospectus contains an untrue statement of a material fact or omits any factnecessary to make the statements therein not misleading in light of thecircumstances under which they were made or is otherwise not legally availableto support sales of Registrable Securities.

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## (i)                                     SubsidiaryPublic Offering. If, after an initial public offering of the equitysecurities of a Subsidiary of the Company, the Company distributes securitiesof such Subsidiary 

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## to members of the Company, then the rights andobligations of the Corporation pursuant to this Agreement, as contemplatedafter the organization of a corporation and reorganization or recapitalizationof the Company into the Corporation as provided in Section 8(a) above(regardless whether or not such transaction is actually consummated), shallapply, mutatis mutandis, to such Subsidiary, and the Company or theCorporation, as applicable, shall cause such Subsidiary to comply with suchSubsidiary’s obligations under this Agreement.

##  

# 9.                                       PiggybackRegistrations.

#  

## (a)                                  Rightto Piggyback. Whenever the Corporation proposes to register any of itssecurities (including any proposed registration of the Corporation’s securitiesby any third party) under the Securities Act (other than (i) pursuant to aDemand Registration, to which Section 8 is applicable, (ii) inconnection with an initial public offering of the Corporation’s equitysecurities in which the offering only includes securities to be sold for theCompany’s account, or (iii) in connection with registrations on Form S-4, S-8or any successor or similar forms) and the registration form to be used may beused for the registration of Registrable Securities (a “PiggybackRegistration”), the Corporation shall give prompt written notice (and inany event within three business days after its receipt of notice of anyexercise of demand registration rights other than under this Agreement) to allholders of Registrable Securities of its intention to effect such aregistration and shall include in such registration all Registrable Securitieswith respect to which the Corporation has received written requests forinclusion therein within 20 days after the receipt of the Corporation’s notice.

##  

## (b)                                 PiggybackExpenses. The Registration Expenses of the holders of RegistrableSecurities shall be paid by the Corporation in all Piggyback Registrations.

##  

## (c)                                  Priorityon Primary Registrations. If a Piggyback Registration is an underwrittenprimary registration on behalf of the Corporation, and the managing underwritersadvise the Corporation in writing that, in their opinion, the number ofsecurities requested to be included in such registration exceeds the numberwhich can be sold in an orderly manner in such offering within a price rangeacceptable to the Corporation, then the Corporation shall include in suchregistration (i) first, the securities the Corporation proposes to sell, (ii)second, the Registrable Securities requested to be included in suchregistration, pro rata among the holders of such Registrable Securities on thebasis of the number of Registrable Securities owned by each such holder, and(iii) third, the other securities requested to be included in suchregistration.

##  

## (d)                                 Priorityon Secondary Registrations. If a Piggyback Registration is an underwrittensecondary registration on behalf of holders of the Corporation’s securitiesother than holders of Registrable Securities (it being understood thatsecondary registrations on behalf of holders of Registrable Securities areaddressed in Section 8 above rather than this Section 9(d)),and the managing underwriters advise the Corporation in writing that, in theiropinion, the number of securities requested to be included in such registrationexceeds the number which can be sold in an orderly manner in such offeringwithin a price range acceptable to the holders initially requesting suchregistration, then the Corporation shall include in such registration (i)first, the securities requested to be included therein by the holdersrequesting such registration (other than holders of Registrable Securities),(ii) second, the Registrable Securities 

##  

## 11

## 

##  

## requested to be included in such registration, prorata among the holders of such Registrable Securities on the basis of thenumber of Registrable Securities owned by each such holder, and (iii) third,the other securities requested to be included in such registration.

##  

## (e)                                  Selectionof Underwriters. If any Piggyback Registration is an underwritten offering,then the selection of investment banker(s) and manager(s) for the offering mustbe approved by the holders of a majority of the Registrable Securities includedin such Piggyback Registration. Such approval shall not be unreasonablywithheld.

##  

## (f)                                    OtherRegistrations. If the Corporation has previously filed a registrationstatement with respect to Registrable Securities pursuant to Section 8or pursuant to this Section 9, and if such previous registrationhas not been withdrawn or abandoned, then, unless such previous registration isa Required Registration, the Corporation shall not file or cause to be effectedany other registration of any of its equity securities or securitiesconvertible or exchangeable into or exercisable for its equity securities underthe Securities Act (except on Form S-8 or any successor form), whether on itsown behalf or at the request of any holder or holders of such securities, untila period of at least 180 days has elapsed from the effective date of suchprevious registration.

##  

# 10.                                 HoldbackAgreements.

#  

## (a)                                  Eachholder of Registrable Securities agrees that in connection with the Corporation’sinitial public offering and any Demand Registration or Piggyback Registrationthat is an underwritten public offering of the Corporation’s equity securities,he, she or it shall not (i) offer, sell, contract to sell, pledge or otherwisedispose of (including sales pursuant to Rule 144), directly or indirectly, anyequity securities of the Corporation (including, without limitation, equitysecurities of the Corporation which may be deemed to be owned beneficially bysuch holder in accordance with the rules and regulations of the Securities andExchange Commission) (collectively, the “Holdback Securities”), or anysecurities, options, or rights convertible into or exchangeable or exercisablefor Holdback Securities (the “Other Holdback Securities”), (ii) enterinto a transaction which would have the same effect as described in clause (i)of this section, (iii) enter into any swap, hedge or other arrangement thattransfers, in whole or in part, any of the economic consequences or ownershipof any Holdback Securities or Other Holdback Securities, whether suchtransaction is to be settled by delivery of such Holdback Securities, OtherHoldback Securities, in cash or otherwise, or (iv) publicly disclose theintention to enter into any transaction described in (i), (ii) or (iii) above,from the date on which the Corporation gives notice to the holders ofRegistrable Securities that a preliminary prospectus has been circulated forsuch underwritten public offering to the date that is 180-days following thedate of final prospectus for such underwritten public offering (or such shorterperiod as agreed to by the underwriters designated as “book-runners” managing suchregistered public offering) (such period referred to herein as the the “HoldbackPeriod”), unless such book-runners otherwise agree in writing. If(x) the Company issues an earnings release or other material news or amaterial event relating to the Company and its Subsidiaries occurs during thelast 17 days of the Holdback Period or (y) prior to the expiration of theHoldback Period, the Company announces that it will release earnings resultsduring the 16-day period beginning upon the expiration of the Holdback Period,then to the extent necessary for the book-runners required hereunder to comply 

 

12

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## with NASD Rule 2711(f)(4), the Holdback Period shallbe extended until 18 days after the earnings release or the occurrence of thematerial news or event, as the case may be (such period referred to herein asthe “Holdback Extension”). The Company may impose stop-transferinstructions with respect to the shares of the Corporation’s common stock (orother securities) subject to the foregoing restriction until the end of suchperiod, including any period of Holdback Extension.

##  

## (b)                                 Inconnection with any underwritten public offering of the Corporation’s equitysecurities, each holder of Registrable Securities agrees to enter into anyholdback, lockup or similar agreement requested by the underwriters managingsuch registered public offering that the holders of a majority of the InvestorRegistrable Securities agree to enter into.

##  

## (c)                                  TheCorporation (i) shall not effect any public sale or distribution of its equitysecurities, or any securities, options, or rights convertible into orexchangeable or exercisable for such securities, during the seven days prior toand during the 180-day period (except in each case as extended during theperiod of any Holdback Extension) beginning on the effective date of anyunderwritten Demand Registration or any underwritten Piggyback Registration(except as part of such underwritten registration or pursuant to registrationson Form S-4 or Form S-8 or any successor form), unless the underwritersmanaging the registered public offering otherwise agree, and (ii) to the extentnot inconsistent with applicable law, except as otherwise permitted by theholders of a majority of the Investor Registrable Securities, shall cause eachholder of its equity securities, or any securities convertible into orexchangeable or exercisable for equity securities, purchased from theCorporation at any time after the date of this Agreement (other than in aregistered public offering) to agree not to effect any public sale ordistribution (including sales pursuant to Rule 144) of any such securitiesduring such period (as extended by any Holdback Extension), except as part ofsuch underwritten registration, if otherwise permitted, unless the underwritersmanaging the registered public offering otherwise agree.

##  

## (d)                                 Notwithstandingthe foregoing, it being understood and agreed that the provisions of this Section10 shall not prevent any Securityholder from participating in theCorporation’s initial public offering and any Demand Registration or PiggybackRegistration that is an underwritten public offering of the Corporation’sequity securities, to the extent he, she or it has a right to participate insuch initial Public Offering, Demand Registration or Piggyback Registrationpursuant to Sections 8 or 9.

##  

# 11.                                 RegistrationProcedures. Whenever the holders of Registrable Securities have requestedthat any Registrable Securities be registered pursuant to this Agreement, theCorporation shall use commercially reasonable efforts to effect theregistration and the sale of such Registrable Securities in accordance with theintended method of disposition thereof, and pursuant thereto the Corporationshall as expeditiously as possible:

#  

## (a)                                  prepareand, within 60 days after the end of the period within which requests forregistration may be given to the Corporation, file with the Securities andExchange Commission a registration statement with respect to such RegistrableSecurities and use commercially reasonable efforts to cause such registrationstatement to become effective (provided that, before filing aregistration statement or prospectus or any amendments or 

##  

## 13

## 

##  

## supplements thereto, the Corporation shall furnish tothe counsel selected by the holders of a majority of the Investor RegistrableSecurities covered by such registration statement copies of all such documentsproposed to be filed, which documents shall be subject to the review andcomment of such counsel);

##  

## (b)                                 notifyin writing each holder of Registrable Securities of the effectiveness of eachregistration statement filed hereunder and prepare and file with the Securitiesand Exchange Commission such amendments and supplements to such registrationstatement and the prospectus used in connection therewith as may be necessaryto keep such registration statement effective for a period of not less than 180days (or, if such registration statement relates to an underwritten offering,such longer period as in the opinion of counsel for the underwriters aprospectus is required by law to be delivered in connection with sales ofRegistrable Securities by an underwriter or dealer) and comply with theprovisions of the Securities Act with respect to the disposition of allsecurities covered by such registration statement during such period inaccordance with the intended methods of disposition by the sellers thereof setforth in such registration statement;

##  

## (c)                                  furnishto each seller of Registrable Securities such number of copies of suchregistration statement, each amendment and supplement thereto, the prospectusincluded in such registration statement (including each preliminaryprospectus), and such other documents as such seller may reasonably request inorder to facilitate the disposition of the Registrable Securities owned by suchseller;

##  

## (d)                                 usecommercially reasonable efforts to register or qualify such RegistrableSecurities under such other securities or blue sky laws of such jurisdictionsas any seller reasonably requests and do any and all other acts and thingswhich may be reasonably necessary or advisable to enable such seller ofRegistrable Securities to consummate the disposition in such jurisdictions ofthe Registrable Securities owned by such seller of Registrable Securities(provided that the Corporation shall not be required to (i) qualify generallyto do business in any jurisdiction where it would not otherwise be required toqualify but for this Section 11(d), (ii) subject itself to taxation inany such jurisdiction, or (iii) consent to general service of process in anysuch jurisdiction);

##  

## (e)                                  promptlynotify in writing each seller of such Registrable Securities, at any time whena prospectus relating thereto is required to be delivered under the SecuritiesAct, of the happening of any event as a result of which the prospectus includedin such registration statement (i) contains an untrue statement of a materialfact or omits any fact necessary to make the statements therein not misleadingin light of the circumstances under which they were made or (ii) is otherwisenot legally available to support sales of Registrable Securities, and, at therequest of the holders of a majority of the Registrable Securities covered bysuch registration statement, promptly prepare and furnish to each such seller areasonable number of copies of a supplement or amendment to such prospectus sothat, as thereafter delivered to the purchasers of such Registrable Securities,such prospectus shall not contain an untrue statement of a material fact oromit to state any fact necessary to make the statements therein not misleadingin light of the circumstances under which they were made;

 

14

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## (f)                                    causeall such Registrable Securities to be listed on each securities exchange onwhich similar securities issued by the Corporation are then listed and, if notso listed, to be listed on the NASD automated quotation system and, if listedon the NASD automated quotation system, use commercially reasonable efforts tosecure designation of all such Registrable Securities covered by suchregistration statement as a NASDAQ “national market system security” within themeaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failingthat, to secure NASDAQ authorization for such Registrable Securities;

##  

## (g)                                 providea transfer agent and registrar for all such Registrable Securities not laterthan the effective date of such registration statement;

##  

## (h)                                 enterinto such customary agreements (including underwriting agreements in customaryform) and take all such other actions as the holders of a majority of theRegistrable Securities being sold or the underwriters, if any, reasonably requestin order to expedite or facilitate the disposition of Registrable Securities(including effecting a share or unit split or a combination of shares orunits);

##  

## (i)                                     makeavailable for inspection by any seller of Registrable Securities, underwriterparticipating in any disposition pursuant to such registration statement, andany attorney, accountant, or other agent retained by any such underwriter, allfinancial and other records, pertinent corporate documents and properties ofthe Corporation, and cause the Corporation’s officers, directors, employees,and independent accountants to supply all information reasonably requested byany such underwriter, attorney, accountant, or agent in connection with suchregistration statement and assist and, at the request of any participatingunderwriter, use commercially reasonable efforts to cause such officers ordirectors to participate in presentations to prospective purchasers;

##  

## (j)                                     otherwiseuse commercially reasonable efforts to comply with all applicable rules andregulations of the Securities and Exchange Commission, and make available toits security holders, as soon as reasonably practicable, an earnings statementcovering the period of at least twelve months beginning with the first day ofthe Corporation’s first full calendar quarter after the effective date of theregistration statement, which earnings statement shall satisfy the provisionsof Section 11(a) of the Securities Act and Rule 158 thereunder;

##  

## (k)                                  inthe event of the issuance of any stop order suspending the effectiveness of aregistration statement, or of any order suspending or preventing the use of anyrelated prospectus or suspending the qualification of any equity securitiesincluded in such registration statement for sale in any jurisdiction, theCorporation shall use commercially reasonable efforts promptly to obtain thewithdrawal of such order;

##  

## (l)                                     usecommercially reasonable efforts to cause such Registrable Securities covered bysuch registration statement to be registered with or approved by such othergovernmental agencies or authorities as may be necessary to enable the sellersthereof to consummate the disposition of such Registrable Securities;

##  

## (m)                               obtainone or more cold comfort letters, dated the effective date of such registrationstatement (and, if such registration includes an underwritten public offering,dated 

##  

## 15

## 

##  

## the date of the closing under the underwritingagreement), from the Corporation’s independent public accountants in customaryform and covering such matters of the type customarily covered by cold comfortletters as the holders of a majority of the Registrable Securities being soldin such registered offering reasonably request (provided that such RegistrableSecurities constitute at least 10% of the securities covered by suchregistration statement); and

##  

## (n)                                 providea legal opinion of the Corporation’s outside counsel, dated the effective dateof such registration statement (or, if such registration includes an underwrittenpublic offering, dated the date of the closing under the underwritingagreement), with respect to the registration statement, each amendment andsupplement thereto, the prospectus included therein (including the preliminaryprospectus) and such other documents relating thereto in customary form andcovering such matters of the type customarily covered by legal opinions of suchnature.

##  

# 12.                                 RegistrationExpenses.

#  

## (a)                                  Subjectto Section 12(b) below, all expenses incident to the Corporation’sperformance of or compliance with this Agreement, including all registrationand filing fees, fees and expenses of compliance with securities or blue skylaws, printing expenses, travel expenses, filing expenses, messenger anddelivery expenses, fees and disbursements of custodians, and fees anddisbursements of counsel for the Corporation, and fees and disbursements of allindependent certified public accountants, underwriters including, if necessary,a “qualified independent underwriter” within the meaning of the rules of theNational Association of Securities Dealers, Inc. (in each case, excludingdiscounts and commissions), and other Persons retained by the Corporation or byholders of Investor Registrable Securities or their affiliates on behalf of theCorporation (all such expenses being herein called “Registration Expenses”),shall be borne as provided in this Agreement, except that the Corporationshall, in any event, pay its internal expenses (including all salaries andexpenses of its officers and employees performing legal or accounting duties),the expense of any annual audit or quarterly review, the expense of anyliability insurance, and the expenses and fees for listing the securities to beregistered on each securities exchange on which similar securities issued bythe Corporation are then listed or on the NASD automated quotation system (orany successor or similar system).

##  

## (b)                                 Inconnection with each Demand Registration and each Piggyback Registration, theCorporation shall reimburse the holders of Registrable Securities included insuch registration for the reasonable fees and disbursements of one counselchosen by the holders of a majority of the Investor Registrable Securitiesincluded in such registration.

##  

## (c)                                  Tothe extent Registration Expenses are not required to be paid by theCorporation, each holder of securities included in any registration hereundershall pay those Registration Expenses allocable to the registration of suchholder’s securities so included, and any Registration Expenses not so allocableshall be borne by all sellers of securities included in such registration inproportion to the aggregate selling price of the securities to be soregistered.

##  

## 16

## 

##  

# 13.                                 Indemnification.

#  

## (a)                                  TheCorporation agrees to indemnify and hold harmless, to the fullest extentpermitted by law, each holder of Registrable Securities, its officers,directors, agents, and employees, and each Person who controls such holder(within the meaning of the Securities Act) against all losses, claims, damages,liabilities, and expenses (or actions or proceedings, whether commenced orthreatened, in respect thereof), whether joint and several or several, togetherwith reasonable costs and expenses (including reasonable attorney’s fees) towhich any such indemnified party may become subject under the Securities Act orotherwise (collectively, “Losses”) caused by, resulting from, arisingout of, based upon, or relating to (i) any untrue or alleged untrue statementof material fact contained in (A) any registration statement, prospectus orpreliminary prospectus, or any amendment thereof or supplement thereto or (B)any application or other document or communication (in this Section 13,collectively called an “application”) executed by or on behalf of theCorporation or based upon written information furnished by or on behalf of theCorporation filed in any jurisdiction in order to qualify any securitiescovered by such registration under the “blue sky” or securities laws thereof or(ii) any omission or alleged omission of a material fact required to be statedtherein or necessary to make the statements therein not misleading, and theCorporation will reimburse such holder and each such director, officer, andcontrolling Person for any legal or any other expenses incurred by them inconnection with investigating or defending any such Losses; providedthat the Corporation shall not be liable in any such case to the extent thatany such Losses result from, arise out of, are based upon, or relate to anuntrue statement or alleged untrue statement, or omission or alleged omission,made in such registration statement, any such prospectus, or preliminaryprospectus or any amendment or supplement thereto, or in any application, inreliance upon, and in conformity with, written information prepared andfurnished in writing to the Corporation by such holder expressly for usetherein or by such holder’s failure to deliver a copy of the registrationstatement or prospectus or any amendments or supplements thereto after theCorporation has furnished such holder with a sufficient number of copies of thesame. In connection with an underwritten offering, the Corporation shallindemnify such underwriters, their officers and directors, and each Person whocontrols such underwriters (within the meaning of the Securities Act) to thesame extent as provided above with respect to the indemnification of theholders of Registrable Securities.

##  

## (b)                                 Inconnection with any registration statement in which a holder of RegistrableSecurities is participating, each such holder will furnish to the Corporationin writing such information and affidavits as the Corporation reasonablyrequests for use in connection with any such registration statement orprospectus and, to the fullest extent permitted by law, shall indemnify andhold harmless the other holders of Registrable Securities and the Corporation,and their respective officers, directors, agents, and employees, and each otherPerson who controls the Corporation (within the meaning of the Securities Act)against any Losses caused by, resulting from, arising out of, based upon, orrelating to (i) any untrue or alleged untrue statement of material factcontained in the registration statement, prospectus or preliminary prospectus,or any amendment thereof or supplement thereto or in any application, or (ii)any omission or alleged omission of a material fact required to be statedtherein or necessary to make the statements therein not misleading, but only tothe extent that such untrue statement or omission is made in such registrationstatement, any such prospectus or preliminary prospectus

##  

## 17

## 

 

## or any amendment or supplement thereto, or in anyapplication, in each case, in reliance upon and in conformity with writteninformation prepared and furnished to the Corporation by such holder expresslyfor use therein, and such holder will reimburse the Corporation and each suchother indemnified party for any legal or any other expenses incurred by them inconnection with investigating or defending any such Losses; providedthat the obligation to indemnify will be individual, not joint and several, foreach holder and shall be limited to the net amount of proceeds received by suchholder from the sale of Registrable Securities pursuant to such registrationstatement.

##  

## (c)                                  AnyPerson entitled to indemnification hereunder will (i) give prompt written noticeto the indemnifying party of any claim with respect to which it seeksindemnification (provided that the failure to give prompt notice shall notimpair any Person’s right to indemnification hereunder to the extent suchfailure has not prejudiced the indemnifying party) and (ii) unless in suchindemnified party’s reasonable judgment a conflict of interest between suchindemnified and indemnifying parties may exist with respect to such claim,permit such indemnifying party to assume the defense of such claim with counselreasonably satisfactory to the indemnified party. If such defense is assumed,then the indemnifying party will not be subject to any liability for anysettlement made by the indemnified party without its consent (but such consentwill not be unreasonably withheld). An indemnifying party who is not entitledto, or elects not to, assume the defense of a claim will not be obligated topay the fees and expenses of more than one counsel for all parties indemnifiedby such indemnifying party with respect to such claim, unless in the reasonablejudgment of any indemnified party a conflict of interest may exist between suchindemnified party and any other of such indemnified parties with respect tosuch claim.

##  

## (d)                                 Theindemnification provided for under this Agreement shall be in addition to anyother rights to indemnification or contribution which any indemnified party mayhave pursuant to law or contract, and will remain in full force and effectregardless of any investigation made or omitted by or on behalf of theindemnified party or any officer, director, or controlling Person of suchindemnified party and shall survive the transfer of securities.

##  

## (e)                                  Ifthe indemnification provided for in this Section 13 is unavailable to oris insufficient to hold harmless an indemnified party under the provisionsabove in respect to any Losses referred to therein, then each indemnifyingparty shall contribute to the amount paid or payable by such indemnified partyas a result of such Losses (i) in such proportion as is appropriate to reflectthe relative fault of the Corporation on the one hand and the sellers ofRegistrable Securities and any other sellers participating in the registrationstatement on the other hand or (ii) if the allocation provided by clause (i)above is not permitted by applicable law, then in such proportion as isappropriate to reflect not only the relative fault referred to in clause (i)above but also the relative benefit of the Corporation on the one hand and ofthe sellers of Registrable Securities and any other sellers participating inthe registration statement on the other in connection with the statement oromissions which resulted in such Losses, as well as any other relevantequitable considerations. The relative benefits received by the Corporation onthe one hand and the sellers of Registrable Securities and any other sellersparticipating in the registration statement on the other shall be deemed to bein the same proportion as the total net proceeds from the offering (before deductingexpenses) to the Corporation bear to the total net 

##  

## 18

## 

##  

## proceeds from the offering (before deducting expenses)to the sellers of Registrable Securities and any other sellers participating inthe registration statement. The relative fault of the Corporation on the onehand and of the sellers of Registrable Securities and any other sellersparticipating in the registration statement on the other shall be determined byreference to, among other things, whether the untrue statement or allegedomission to state a material fact relates to information supplied by theCorporation or by the sellers of Registrable Securities or other sellersparticipating in the registration statement and the parties’ relative intent,knowledge, access to information, and opportunity to correct or prevent suchstatement or omission.

##  

## (f)                                    TheCorporation and the sellers of Registrable Securities agree that it would notbe just and equitable if contribution pursuant to this Section 13 weredetermined by pro rata allocation (even if the sellers of RegistrableSecurities were treated as one entity for such purpose) or by any other methodof allocation which does not take account of the equitable considerationsreferred to in Section 13(e) above. The amount paid or payable by anindemnified party as a result of the Losses referred to in Section 13(e)above shall be deemed to include, subject to the limitations set forth above,any legal or other expenses reasonably incurred by such indemnified party inconnection with investigating or defending any such action or claim. Notwithstandingthe provisions of this Section 13, no seller of Registrable Securitiesshall be required to contribute pursuant to this Section 13 any amountin excess of the sum of (i) any amounts paid pursuant to Section 13(b)above and (ii) the net proceeds received by such seller from the sale ofRegistrable Securities covered by the registration statement filed pursuanthereto. No Person guilty of fraudulent misrepresentation (within the meaning ofSection 11(f) of the Securities Act) shall be entitled to contribution from anyPerson who was not guilty of such fraudulent misrepresentation.

##  

# 14.                                 Participationin Underwritten Registrations.

#  

## (a)                                  NoPerson may participate in any underwritten registration hereunder unless suchPerson (i) agrees to sell such Person’s securities on the basis provided in anyunderwriting arrangements approved by the Person or Persons entitled hereunderto approve such arrangements (including pursuant to the terms of anyover-allotment or “green shoe” option requested by the managing underwriter(s),provided that no holder of Registrable Securities will be required tosell more than the number of Registrable Securities that such holder has requestedthe Corporation to include in any registration) and (ii) completes and executesall questionnaires, powers of attorney, indemnities, underwriting agreements,and other documents reasonably required under the terms of such underwritingarrangements; provided that no holder of Registrable Securities includedin any underwritten registration shall be required to make any representationsor warranties to the Corporation or the underwriters (other thanrepresentations and warranties regarding such holder and such holder’s intendedmethod of distribution) or to undertake any indemnification obligations to theCorporation or the underwriters with respect thereto, except as otherwiseprovided in Section 13 hereof.

##  

## (b)                                 EachPerson that is participating in any registration hereunder agrees that, uponreceipt of any notice from the Corporation of the happening of any event of thekind described in Section 11(e) above, such Person will immediatelydiscontinue the disposition of its Registrable Securities pursuant to theregistration statement until such Person’s receipt of the 

##  

## 19

## 

##  

## copies of a supplemented or amended prospectus ascontemplated by Section 11(e). In the event the Corporation shall giveany such notice, the applicable time period mentioned in Section 11(b)during which a Registration Statement is to remain effective shall be extendedby the number of days during the period from and including the date of thegiving of such notice pursuant to this Section 14(b) to and includingthe date when each seller of a Registrable Security covered by suchregistration statement shall have received the copies of the supplemented oramended prospectus contemplated by Section 11(e).

##  

# 15.                                 AdjustmentsAffecting Registrable Securities. The Company shall not take any action, orpermit any change to occur, with respect to its securities that would adverselyaffect the ability of the holders of Registrable Securities to include suchRegistrable Securities in a registration undertaken pursuant to this Agreementor that would adversely affect the marketability of such Registrable Securitiesin any such registration (including effecting a unit split or a combination ofunits).

#  

# 16.                                 Valuationof Securities; Fair Market Value. If at any time Securities are not listedon any securities exchange or quoted in the NASDAQ System or the over thecounter market, the Company shall from time to time engage a nationallyrecognized firm that is engaged in the business of valuing non public securitiesto provide written reports to the Board, no less frequently than once everyfiscal quarter, of its determination of the fair value of such Securitiestaking into account all relevant factors determinative of value (but withoutregard to the lack of liquidity of such securities due to the Company’s statusas a privately held company, any discounts for minority interests and anyadditional discounts as a result of any contractual transfer or forfeiturerestrictions applicable thereto), using valuation techniques then prevailing inthe securities industry (e.g., discounted cash flows and/or comparablecompanies) and assuming full disclosure of all relevant information and areasonable period of time for effectuating such sale (any such report, a “ValuationReport”). For purposes of a Management Unit Purchase Agreement, “FairMarket Value” of each unit of Securities means (i) the average of theclosing prices of the sales of such Securities on all securities exchanges onwhich such Securities may at the time be listed, or, if there have been nosales on any such exchange on any day, the average of the highest bid andlowest asked prices on all such exchanges at the end of such day, or, if on anyday such Securities are not so listed, the average of the representative bidand asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time,or, if on any day such Securities are not quoted in the NASDAQ System, theaverage of the highest bid and lowest asked prices on such day in the domesticover the counter market as reported by the National Quotation BureauIncorporated, or any similar successor organization, in each such case averagedover a period of 21 days consisting of the day as of which the Fair MarketValue is being determined and the 20 consecutive business days prior to suchday or (ii) if at any time such Securities are not listed on any securitiesexchange or quoted in the NASDAQ System or the over the counter market, theFair Market Value will be the fair value of such Securities as set forth in themost recent Valuation Report or, if such report only provides a range of fairvalues, the mid-point of such range for such Securities in such report.

#  

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# 17.                                 Definitions.

#  

“Accredited Investor” means an “accreditedinvestor” within the meaning of Regulation D of the Securities Act.

 

“Affiliate” of any particular Person means anyother Person controlling, controlled by, or under common control with suchparticular Person, where “control” means the possession, directly orindirectly, of the power to direct the management and policies of a Personwhether through the ownership of voting securities, by contract, or otherwise.

 

“Board” means the Board of Managers of theCompany or any successor governing body thereto.

 

“Common Stock” means, collectively, (i)following the organization of a corporation and reorganization orrecapitalization of the Company into the Corporation as provided in Section8(a) above, the common equity securities of the Corporation and any otherclass or series of authorized capital stock of the Corporation that is notlimited to a fixed sum or percentage of par or stated value in respect of therights of the holders thereof to participate in dividends or in thedistribution of assets upon any liquidation, dissolution or winding up of theCorporation and (ii) the common stock of VWR Funding, Inc. and any other commonstock of a Subsidiary of either the Company or the Corporation distributed bythe Company or the Corporation to its unitholders or shareholders, asapplicable.

 

“Common Units” means the Common Units (asdefined in the LLC Agreement) of the Company.

 

“Designated Executives” means, as of any date,the top thirteen (13) Executives measured by their respective holdings of ClassA Common Units as of such date.

 

“Executive Registrable Securities” means, (i)any Common Stock issued or distributed in respect of units of the Companyissued to the Executives, (ii) common equity securities of the Company or aSubsidiary of either the Company or the Corporation issued or issuable withrespect to the securities referred to in clause (i) above by way ofdividend, distribution, split or combination of securities, or anyrecapitalization, merger, consolidation or other reorganization and (iii) otherCommon Stock held by Persons holding securities described in clause (i) above. Suchsecurities shall cease to be Executive Registrable Securities when they(i) have been distributed to the public pursuant to an offering registeredunder the Securities Act or sold to the public through a broker, dealer, ormarket maker in compliance with Rule 144 under the Securities Act (or anysimilar rule then in force), (ii) have been effectively registered under aregistration statement including, without limitation, a registration statementon Form S-8 (or any successor form), or (iii) have been repurchased by theCompany. In addition, all Executive Registrable Securities held by any Personshall cease to be Executive Registrable Securities when all such ExecutiveRegistrable Securities become eligible to be sold to the public through abroker, dealer, or market maker pursuant to Rule 144 (or any similar provisionthen in force), other than Rule 144(k), during a single 90-day period. Forpurposes of this Agreement, a Person shall be deemed to be a holder ofExecutive Registrable Securities whenever such Person has the right to acquiresuch Executive Registrable Securities (upon conversion or exercise in 

 

21

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connection with atransfer of securities or otherwise, but disregarding any restrictions orlimitations upon the exercise of such right), whether or not such acquisitionhas actually been effected; provided that this sentence shall not applyto shares of the common equity securities of the Company issuable upon theexercise of unvested options originally issued to employees or former employeesof the Company, the Corporation or their Subsidiaries.

 

“Exempt Equity Issuances” means issuances ofequity securities of the Company or rights to acquire equity securities of theCompany (i) convertible into or exercisable for any securities of the Companyissued on or before the date hereof or in an Exempt Equity Issuance after thedate hereof in compliance with the provisions of Section 4, (ii) inconsideration for the acquisition of all or part of another business (whetherby merger, purchase of stock or assets or otherwise) from an independent thirdparty, (iii) pursuant to a Public Sale, (iv) to directors, employees, serviceproviders or consultants of the Company or its Subsidiaries pursuant tocompensation plans, agreements or arrangements approved from time to time bythe Board, (v) as a distribution on outstanding equity securities or as aresult of a unit split, (vi) as consideration paid to a Person in connectionwith the initial capitalization of a joint venture or similar strategicarrangement with an independent third party that was approved by the Board, and(vii) to lenders, financial institutions or lessors in connection with anyborrowings, credit arrangements, equipment financings or similar transactionsthat are approved by the Board; provided that in the case of the foregoingclauses (ii), (vi) and (vii), any portion of such issuances that are to be madeto the Investors or their Affiliates shall not be deemed to be Exempt EquityIssuances.

 

“Family Group” means (i) a Person’s spouse anddescendants (whether natural or adopted), siblings and parents and any trust,family limited partnership, limited liability company or other entity whollyowned, directly or indirectly, by such Person or such Person’s spouse,descendants, siblings and/or parents, that is and remains solely for thebenefit of such Person and/or such Person’s spouse, descendants, siblings and/orparents and any retirement plan for such Person and (ii) the heirs, executors,administrators and personal representatives upon the death, incompetency ordisability of such Person or Permitted Transferee.

 

“GSMP Investor” means each of GSMP 2006 OnshoreUS, Ltd., an exempted Cayman Islands limited liability company, GSMP 2006Offshore US, Ltd., an exempted Cayman Islands limited liability company, andGSMP 2006 Institutional US, Ltd., an exempted Cayman Islands limited liabilitycompany.

 

“Independent Third Party” means any Person orany group of Persons (within the meaning of Section 13(d)(3) of the SecuritiesExchange Act) who, immediately prior to the contemplated transaction, do notown in the aggregate in excess of 15% of the Common Units on a fully-dilutedbasis (a “15% Owner”), who are not controlling, controlled by or undercommon control with any such 15% Owner and who are not the spouse or descendent(by birth or adoption) of any such 15% Owner or a trust for the benefit of such15% Owner and/or such other Persons.

 

“Investor Registrable Securities” means, (i)any Common Stock issued or distributed in respect of units of the Companyissued to the Investors pursuant to the Purchase Agreement, (ii) common equitysecurities of the Company or a Subsidiary of either the Company 

 

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or the Corporation issuedor issuable with respect to the securities referred to in clause (i)above by way of dividend, distribution, split or combination of securities, orany recapitalization, merger, consolidation or other reorganization, and (iii)other Common Stock held by Persons holding securities described in clause(i) above. Such securities shall cease to be Investor RegistrableSecurities when they (i) have been distributed to the public pursuant toan offering registered under the Securities Act or sold to the public through abroker, dealer, or market maker in compliance with Rule 144 under theSecurities Act (or any similar rule then in force), (ii) unless an Investorotherwise elects, have been distributed to the limited partners of anyInvestor, (iii) have been effectively registered under a registrationstatement including, without limitation, a registration statement on Form S-8(or any successor form), or (iv) have been repurchased by the Company. Inaddition, all Investor Registrable Securities held by any Person shall cease tobe Investor Registrable Securities (provided that, for purposes of thisprovision, all Investors and all Investor Registrable Securities held by suchInvestors shall be treated as Investor Registrable Securities held by a singlePerson) when all such Investor Registrable Securities become eligible to besold to the public through a broker, dealer, or market maker pursuant to Rule144 (or any similar provision then in force), other than Rule 144(k), during asingle 90-day period. For purposes of this Agreement, a Person shall be deemedto be a holder of Investor Registrable Securities whenever such Person has theright to acquire such Investor Registrable Securities (upon conversion orexercise in connection with a transfer of securities or otherwise, butdisregarding any restrictions or limitations upon the exercise of such right),whether or not such acquisition has actually been effected; providedthat this sentence shall not apply to shares of the common equity securities ofthe Company issuable upon the exercise of unvested options originally issued toemployees or former employees of the Company, the Corporation or theirSubsidiaries.

 

“Investor Securities” means the Securities heldby the Investors.

 

“LLC Agreement” means the Limited LiabilityCompany Agreement of the Company, dated on or about the date hereof, among theparties from time to time party thereto, as amended from time to time pursuantto its terms.

 

“Management Unit Purchase Agreements” means anyManagement Unit Purchase Agreement entered into from time to time among theCompany, any Subsidiary of the Company and/or an employee of the Company or itsSubsidiaries, as the same may be amended from time to time pursuant to theterms thereof (including, without limitation, any other agreements designatedas Management Unit Purchase Agreements for the sale of equity securitiesbetween the Company and any employees or other service providers of the Companyor its Subsidiaries and any Incentive Unit Agreements (as defined in the LLCAgreement), all as approved by the Board).

 

“Other Registrable Securities” means, (i) anyCommon Stock issued or distributed in respect of units of the Company issued tothe Other Securityholders and (ii) common equity securities of the Company or aSubsidiary of either the Company or the Corporation issued or issuable withrespect to the securities referred to in clause (i) above by way ofdividend, distribution, split or combination of securities, or anyrecapitalization, merger, consolidation or other reorganization. Suchsecurities shall cease to be Other Registrable Securities when they 

 

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(i) have beendistributed to the public pursuant to an offering registered under theSecurities Act or sold to the public through a broker, dealer, or market makerin compliance with Rule 144 under the Securities Act (or any similar rule thenin force), (ii) unless an Other Securityholder otherwise elects, have beendistributed to the limited partners of such Other Securityholder,(iii) have been effectively registered under a registration statementincluding, without limitation, a registration statement on Form S-8 (or anysuccessor form), or (iv) have been repurchased by the Company. In addition, allOther Registrable Securities held by any Person shall cease to be OtherRegistrable Securities when all such Other Registrable Securities becomeeligible to be sold to the public through a broker, dealer, or market makerpursuant to Rule 144(k). For purposes of this Agreement, a Person shall bedeemed to be a holder of Other Registrable Securities whenever such Person hasthe right to acquire such Other Registrable Securities (upon conversion orexercise in connection with a transfer of securities or otherwise, butdisregarding any restrictions or limitations upon the exercise of such right),whether or not such acquisition has actually been effected; providedthat this sentence shall not apply to shares of the common equity securities ofthe Company issuable upon the exercise of unvested options originally issued toemployees or former employees of the Company, the Corporation or theirSubsidiaries.

 

“Person” means an individual, a partnership, alimited liability company, a corporation, an association, a joint stockcompany, a trust, a joint venture, an unincorporated organization, aninvestment fund, any other business entity and a governmental entity or anydepartment, agency or political subdivision thereof.

 

“Plan” means the Company’s 2007 SecuritiesPurchase Plan, as amended.

 

“Pro Rata Portion” means, with respect to eachSecurityholder, a percentage equal to the quotient obtained by dividing (1) theaggregate number of Common Units then held by such Securityholder, by (2) theaggregate number of Common Units then outstanding.

 

“Public Offering” means the sale in anunderwritten public offering registered under the Securities Act of the equitysecurities of the Company (or any successor thereto) approved by the Board.

 

“Public Sale” means any sale of Securities (i)to the public pursuant to an offering registered under the Securities Act or(ii) to the public through a broker, dealer or market maker pursuant to the provisionsof Rule 144 (other than Rule 144(k) prior to a Public Offering) adopted underthe Securities Act.

 

“Qualified Public Offering” means a PublicOffering having an aggregate offering value of at least $200 million.

 

“Registrable Securities” means the InvestorRegistrable Securities, the Executive Registrable Securities and the OtherRegistrable Securities.

 

“Required Interest” means, as of a given time,a majority of the Class A Common Units outstanding at such time.

 

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“Sale of the Company” means any transaction orseries of transactions pursuant to which any Independent Third Party in theaggregate acquire(s) (i) a majority of the voting equity securities of theCompany (whether by merger, liquidation, consolidation, reorganization,combination, sale or transfer of the Company’s equity securities,securityholder or voting agreement, proxy, power of attorney or otherwise) or(ii) all or substantially all of the Company’s assets determined on a consolidatedbasis and, in each case, after which the Investors and their Affiliates hold inthe aggregate less than 15% of the Class A Common Units on a fully-dilutedbasis.

 

“Securities” means (i) any Class A PreferredUnits or Class A Common Units purchased or otherwise acquired by anySecurityholder, (ii) any equity securities issued or issuable directly orindirectly with respect to the Units referred to in clause (i) above byway of unit dividend or unit split or in connection with a combination ofunits, conversion, recapitalization, merger, consolidation or otherreorganization (including a distribution of securities of a Subsidiary of theCompany to the members of the Company following or with respect to a SubsidiaryPublic Offering), and (iii) any other units of any class or series of equitysecurities of the Company (or a corporate successor to the Company) held by aSecurityholder. Except as otherwise provided in this Agreement or the LLCAgreement, Securities will continue to be Securities in the hands of any otherholder (other than transferees in a permitted Public Sale and other than theCompany or the Investors). As to any particular equity securities constitutingSecurities, such Securities will cease to be Securities when they have beensold in a permitted Public Sale. Except as otherwise provided in this Agreementor the LLC Agreement, each holder of Securities will succeed to all rights andobligations hereunder of the previous holder of such Securities (except fortransferees in a permitted Public Sale and Transfers to the Company or theInvestors) and shall, with respect to the acquired Securities, be deemed tohave joined this Agreement in the same capacity (i.e., Investor, Executive, orOther Securityholder) as the previous holder of such Securities. With respectto Securities subject to a Management Unit Purchase Agreement, all UnvestedFounder Common Units (as defined in such Management Unit Purchase Agreement)shall remain Unvested Founder Common Units after any Transfer thereof (exceptTransfers to the Company or the Investors) and shall only become Vested CommonUnits (as defined in such Management Unit Purchase Agreement) thereafter to theextent provided in such Management Unit Purchase Agreement.

 

“Securities Act” means the Securities Act of1933, as amended, or any successor federal law then in force, together with allrules and regulations promulgated thereunder.

 

“Securities Exchange Act” means the SecuritiesExchange Act of 1934, as amended, or any successor federal law then in force, togetherwith all rules and regulations promulgated thereunder.

 

“Subsidiary” means, with respect to any Person,any corporation, limited liability company, partnership, association, orbusiness entity of which (i) if a corporation, a majority of the total votingpower of shares of stock entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers, or trusteesthereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combinationthereof, or (ii) if a limited liability company, 

 

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partnership, association,or other business entity (other than a corporation), a majority of  partnership or other similar ownershipinterest thereof is at the time owned or controlled, directly or indirectly, bythat Person or one or more Subsidiaries of that Person or a combination thereof.For purposes hereof, a Person or Persons shall be deemed to have a majorityownership interest in a limited liability company, partnership, association, orother business entity (other than a corporation) if such Person or Personsshall be allocated a majority of limited liability company, partnership,association, or other business entity gains or losses or shall be or controlany managing director or general partner of such limited liability company,partnership, association, or other business entity. For purposes hereof,references to a “Subsidiary” of any Person shall be given effect only atsuch times that such Person has one or more Subsidiaries, and, unless otherwiseindicated, the term “Subsidiary” refers to a Subsidiary of the Company.

 

“Subsidiary Public Offering” means the sale inan underwritten public offering registered under the Securities Act of equitysecurities of a Subsidiary of the Company.

 

“Transfer” means to sell, transfer, assign,pledge or otherwise dispose of (whether with or without consideration andwhether voluntarily or involuntarily or by operation of law), but explicitlyexcluding exchanges of one class of Securities to or for another class ofSecurities.

 

“Unvested Common Units” means, as of any giventime, any Class A Common Units that are subject to vesting or a similarforfeiture provision pursuant to any Management Unit Purchase Agreement andwhich have not yet vested or are still subject to a similar forfeitureprovision in accordance with the terms of such Management Unit PurchaseAgreement.

 

“Vested Common Units” means all Class A CommonUnits other than Unvested Common Units.

 

# 18.                                 Transfers;Transfers in Violation of Agreement. Prior to Transferring any Securitiesthat will continue to be Securities following such Transfer to any Person, thetransferring Securityholder shall cause the prospective transferee to executeand deliver to the Company a counterpart of this Agreement. Any Transfer orattempted Transfer of any Securities in violation of any provision of thisAgreement shall be void, and the Company shall not record such Transfer on itsbooks or treat any purported transferee of such Securities as the owner of suchsecurities for any purpose.

#  

# 19.                                                                                 AdditionalSecurityholders. In connection with the issuance of any additional equitysecurities of the Company to any Person, the Company, with the consent of theholders of a majority of the Investor Securities, may permit such Person tobecome a party to this Agreement and succeed to all of the rights andobligations of a “Securityholder” under this Agreement by obtaining anexecuted joinder to this Agreement, a form of which is attached hereto as ExhibitA and, upon such execution, such Person shall for all purposes be a “Securityholder”party to this Agreement.

#  

# 20.                                 Representationsand Warranties. Each Securityholder represents and warrants that(i) this Agreement has been duly authorized, executed and delivered bysuch Securityholder and constitutes the valid and binding obligation of suchSecurityholder, enforceable in accordance with its terms, and (ii) suchSecurityholder has not granted and is not a 

 

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# party to any proxy, voting trust or other agreementthat is inconsistent with, conflicts with or violates any provision of thisAgreement or the LLC Agreement.

#  

# 21.                                 Amendmentand Waiver. This Agreement may be amended from time to time as set forthelsewhere in this Agreement and this Agreement may be amended from time to timeby a written consent of the holders of the Required Interest; providedthat no amendment pursuant to this Section 21 that would alter or changethe powers, preferences, or special rights hereunder of a class of Securitiesor group of Securityholders (as the case may be) so as to affect them adverselyin a manner adversely different than any other class of Securities or group ofSecurityholders (as the case may be) shall be effective against the holders ofsuch class of Securities or group of Securityholders (as the case may be)without the prior written consent of the holders of at least a majority of theoutstanding Securities of such class of Securities or group of Securityholders(as the case may be); providedfurther that no amendment pursuantto this Section 21 that would alter or change adversely the specialrights hereunder of a Securityholder or group of Securityholders (as the casemay be) specifically granted such rights by name hereunder shall be effectiveagainst such Securityholder or group of Securityholders (as the case may be)without that Securityholder’s (or a majority of that group of Securityholders’)prior written consent; providedfurther that no amendmentpursuant to this Section 21 that would alter or change adversely therights hereunder of the Executives under Sections 2, 4, 8-14,16 or 21 shall be effective against the Executives without thatprior written consent of the holders of a majority of the Class A Common Unitsheld by the Designated Executives; providedfurther that anyamendment or modification of this Agreement for the purpose of adding a newSecurityholder or deleting a former Securityholder, in each case shall not bedeemed to be an amendment, modification or waiver of any provision of thisAgreement requiring the consent of any Securityholder.

#  

# 22.                                 Severability.Whenever possible, each provision of this Agreement will be interpreted in suchmanner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be invalid, illegal, or unenforceable in anyrespect under any applicable law or rule in any jurisdiction, such invalidity,illegality, or unenforceability will not affect any other provision or theeffectiveness or validity of any provision in any other jurisdiction, and thisAgreement will be reformed, construed, and enforced in such jurisdiction as ifsuch invalid, illegal, or unenforceable provision had never been containedherein.

#  

# 23.                                 EntireAgreement. This Agreement, those documents expressly referred to herein andother documents of even date herewith embody the complete agreement andunderstanding among the parties hereto with respect to the subject matterhereof and supersede and preempt any prior understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way.

#  

# 24.                                 Successorsand Assigns. Except as otherwise provided herein, this Agreement shall bindand inure to the benefit of and be enforceable by the Company and itssuccessors and assigns and the Securityholders and any subsequent holders ofSecurities and the respective successors and assigns of each of them, so longas they hold Securities.

 

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# 25.                                 Counterparts.This Agreement may be executed in separate counterparts (including by means oftelecopied signature pages) each of which shall be an original and all of whichtaken together shall constitute one and the same agreement.

#  

# 26.                                 Remedies.The Company and each Securityholder shall be entitled to enforce their rightsunder this Agreement specifically to recover damages by reason of any breach ofany provision of this Agreement and to exercise all other rights existing intheir favor. The parties hereto agree and acknowledge that money damages maynot be an adequate remedy for any breach of the provisions of this Agreementand that the Company and each Securityholder may in its sole discretion applyto any court of law or equity of competent jurisdiction for specificperformance and/or injunctive relief (without posting a bond or other security)in order to enforce or prevent any violation of the provisions of thisAgreement.

#  

# 27.                                 Notices.All notices, demands, or other communications to be given or delivered under orby reason of the provisions of this Agreement shall be in writing and shall bedeemed to have been given or made (i) when delivered personally to therecipient, (ii) when telecopied to the recipient (with hard copy sent to therecipient by reputable overnight courier service (charges prepaid) that sameday) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, andotherwise on the next business day, (iii) one business day after being sent tothe recipient by reputable overnight courier service (charges prepaid) or (iv)when received via electronic mail by the recipient (with hard copy sent to therecipient by reputable overnight courier service (charges prepaid) that sameday) if received via electronic mail before 5:00 p.m. Chicago, Illinois time ona business day, and otherwise on the next business day after such receipt. Suchnotices, demands, and other communications shall be sent to the Company at thefollowing address and to any Securityholder at the address for such Securityholder set forth in theUnit Ownership Ledger (as defined in the LLC Agreement), or to such otheraddress or to the attention of such other person as the recipient party hasspecified by prior written notice to the sending party.

#  

Varietal Distribution Holdings LLCc/o VWR International, Inc.1310 Goshen ParkwayPO Box 2656West Chester, Pennsylvania 19380Facsimile:  (610) 701-9896Telephone:  (610) 719-7072Electronic mail: George_VanKula@vwr.comAttention:  George Van Kula, Esq.

 

with copies to (whichshall not constitute notice):

 

Madison Dearborn CapitalPartners Three First National Plaza38th FloorChicago, Illinois  60602Facsimile:  (312) 895-1056

 

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Telephone:  (312)895-1000Electronic mail:  mtresnowski@MDCP.comAttention:  General Counsel

 

and

 

Kirkland & Ellis LLP 200 East Randolph Drive Chicago, IL 60601Facsimile:  (312) 861-2200Telephone: (312) 861-2000Electronic mail:  sperl@kirkland.com;mfennell@kirkland.comAttention:  Sanford E. Perl, P.C.                                                MarkA. Fennell

 

# 28.                                 ApplicableLaw. This Agreement shall be governed by, and construed in accordance with,the laws of the State of Delaware, without giving effect to any choice of lawor conflict of law rules or provisions (whether of the State of Delaware or anyother jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Delaware.

#  

# 29.                                 MUTUALWAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEXTRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED ANDEXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY(RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BERESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THEBEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANYACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANYOF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISINGOUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THETRANSACTIONS CONTEMPLATED HEREBY.

#  

# 30.                                 DescriptiveHeadings; Interpretation. The descriptive headings of this Agreement areinserted for convenience only and do not constitute a substantive part of thisAgreement. Whenever required by the context, any pronoun used in this Agreementshall include the corresponding masculine, feminine, or neuter forms, and thesingular form of nouns, pronouns, and verbs shall include the plural and viceversa. The use of the word “including” in this Agreement shall be by way ofexample rather than by limitation. Reference to any agreement, document, orinstrument means such agreement, document, or instrument as amended orotherwise modified from time to time in accordance with the terms thereof, and,if applicable, hereof. Wherever required by the context, references to a FiscalYear shall refer to a portion thereof. The use of the words “or,” “either,” and“any” shall not be exclusive. Wherever a conflict exists between this Agreementand any other agreement, this Agreement shall control but solely to the extentof such conflict.

 

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# 31.                                 NoStrict Construction. The parties hereto have participated jointly in thenegotiation and drafting of this Agreement. In the event an ambiguity orquestion of intent or interpretation arises, this Agreement shall be construedas if drafted jointly by the parties hereto, and no presumption or burden ofproof shall arise favoring or disfavoring any party by virtue of the authorshipof any of the provisions of this Agreement.

#  

# 32.                                 ElectronicDelivery. This Agreement, the agreements referred to herein, and each otheragreement or instrument entered into in connection herewith or therewith orcontemplated hereby or thereby, and any amendments hereto or thereto, to theextent signed and delivered by means of a photographic, photostatic, facsimileor similar reproduction of such signed writing using a facsimile machine orelectronic mail shall be treated in all manner and respects as an originalagreement or instrument and shall be considered to have the same binding legaleffect as if it were the original signed version thereof delivered in person. Atthe request of any party hereto or to any such agreement or instrument, eachother party hereto or thereto shall reexecute original forms thereof anddeliver them to all other parties. No party hereto or to any such agreement orinstrument shall raise the use of a facsimile machine or electronic mail todeliver a signature or the fact that any signature or agreement or instrumentwas transmitted or communicated through the use of a facsimile machine orelectronic mail as a defense to the formation or enforceability of a contractand each such party forever waives any such defense.

#  

*   *   *   *   *

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Securityholders Agreement on the day and year first above written.

 
|   | **VARIETAL  DISTRIBUTION HOLDINGS, LLC**           |
|--------|----------------------------------------------------|
|   |                                               |
|   | By:                                                |   |   |
|   | Its:                                               |
|   |                                               |
|   |                                               |
|   | **MADISON  DEARBORN CAPITAL PARTNERS   V-A, L.P.** |
|   |                                               |
|   | By: Madison Dearborn  Partners V-A&C, L.P.     |
|   | Its: General Partner                               |
|   |                                               |
|   | By: Madison Dearborn  Partners, LLC                |
|   | Its: General Partner                               |
|   |                                               |
|   | By:                                                |   |   |
|   | Its: Managing Director                             |
|   |                                               |
|   | **MADISON  DEARBORN CAPITAL PARTNERS   V-C, L.P.** |
|   |                                               |
|   | By: Madison Dearborn  Partners V-A&C, L.P.     |
|   | Its: General Partner                               |
|   |                                               |
|   | By: Madison Dearborn  Partners, LLC                |
|   | Its: General Partner                               |
|   |                                               |
|   | By:                                                |   |   |
|   | Its: Managing Director                             |

 

 

*[SIGNATURE PAGE TO SECURITYHOLDERS AGREEMENT]*

 

----

 
|   | **MADISON  DEARBORN CAPITAL PARTNERS V EXECUTIVE-A, L.P.** |
|--------|------------------------------------------------------------|
|   |                                                       |
|   | By: Madison Dearborn  Partners V-A&C, L.P.             |
|   | Its: General Partner                                       |
|   |                                                       |
|   | By: Madison Dearborn  Partners, LLC                        |
|   | Its: General Partner                                       |
|   |                                                       |
|   | By:                                                        |   |   |
|   | Its: Managing Director                                     |
|   |                                                       |
|   | **MDCP  CO-INVESTORS (VARIETAL), L.P.**                    |
|   |                                                       |
|   | By: Madison Dearborn  Partners V-A&C, L.P.             |
|   | Its: General Partner                                       |
|   |                                                       |
|   | By: Madison Dearborn  Partners, LLC                        |
|   | Its: General Partner                                       |
|   |                                                       |
|   | By:                                                        |   |   |
|   | Its: Managing Director                                     |
|   |                                                       |
|   | **MDCP  CO-INVESTORS (VARIETAL-2), L.P.**                  |
|   |                                                       |
|   | By: Madison Dearborn  Partners V-A&C, L.P.             |
|   | Its: General Partner                                       |
|   |                                                       |
|   | By: Madison Dearborn  Partners, LLC                        |
|   | Its: General Partner                                       |
|   |                                                       |
|   | By:                                                        |   |   |
|   | Its: Managing Director                                     |

 

 

*[SIGNATURE PAGE TO SECURITYHOLDERS AGREEMENT]*

 

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Exhibit A

 

**SECURITYHOLDERSAGREEMENT**

 

**Joinder**

** **

The undersigned is executing and delivering thisJoinder pursuant to the Securityholders Agreement dated as of                     ,2007 (as the same may hereafter be amended, the “Securityholders Agreement”),among Varietal Distribution Holdings, LLC (the “Company”), MadisonDearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C,L.P., Madison Dearborn Capital Partners V Executive-A, L.P. and the otherpersons named as parties therein from time to time.

 

By executing and delivering to the Company thisJoinder, the undersigned hereby agrees to become a party to, to be bound by,and to comply with the provisions of the Securityholders Agreement as an[Investor and Securityholder//Executive and Securityholder//OtherSecurityholder and Securityholder] in the same manner as if the undersigned werean original signatory to the Securityholders Agreement.

 

Unless otherwise specified in writing by theundersigned, the initial address for notices to the undersigned for purposes ofthe Agreement is the current home address, in the case of an individual, orcurrent address of the headquarters, in the case of an entity, for theundersigned set forth in the books and records of the Company or itsSubsidiaries.

 

Accordingly, the undersigned has executed anddelivered this Joinder as of the     day of           ,20     .

 
|   | [Securityholder] |
|--------|------------------|
|   |             |
|   | By:              |   |   |
|   | Name:            |   |   |
|   | Its:             |   |   |

 

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