**Exhibit 10.3(d)**

 

Execution Copy

 

**MANAGEMENT UNIT PURCHASE AGREEMENT**

 

**THIS MANAGEMENT UNIT PURCHASE AGREEMENT**(this “Agreement”) is made as of June 29, 2007, by and between VarietalDistribution Holdings, LLC, a Delaware limited liability company (the “Company”),and the executive identified on the signature page attached hereto****(“Executive”) and is being enteredinto pursuant to the Company’s 2007 Securities Purchase Plan (as amended, the “Plan”).Certain definitions are set forth in Section 7 of this Agreementand on the signature page attached hereto, which shall be deemed a part of thisAgreement. Capitalized terms used but not otherwise defined herein shall havethe meaning given to such terms in the LLC Agreement (as defined below).

 

WHEREAS, the Company, Varietal Distribution Merger Sub, Inc., aDelaware corporation (“MergerCo”), and CDRV Investors, Inc., a Delawarecorporation (which is to be renamed VWR Funding, Inc. in connection with theMerger) (“VWR”), have entered into that certain Agreement and Plan ofMerger, dated May 2, 2007 (as amended, the “Merger Agreement”), pursuantto which, subject to the terms and conditions of the Merger Agreement, MergerCowill merge with and into VWR (the “Merger”), with VWR as the survivingcorporation and as a result of which VWR will become a Subsidiary of theCompany;

 

WHEREAS, Executive owns a number of shares of VWR’s common stock, parvalue $0.01 per share (“VWR Common Stock”) equal to the Number of Sharesof VWR Common Stock;

 

WHEREAS, Executive is an employee of the Company, VWR or theirrespective Subsidiaries, and prior to the Merger, Executive desires to purchasecertain of the Company’s Class A Common Units and the Company’s Class APreferred Units by transferring to the Company shares of VWR Common Stock ownedby him or her and/or cash in exchange therefore on the terms and conditionsprovided herein.

 

NOW, THEREFORE, in consideration of the mutual covenants containedherein and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties to this Agreement hereby agree asfollows:

 

# 1.             Purchase and Sale ofSecurities.

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## (a)           At the Closing (definedbelow), upon the terms and conditions set forth in this Agreement and pursuantto the Plan, Executive will purchase, and the Company will sell, (i) anumber of Class A Common Units equal to the Number of Common Units at a priceper unit of $1.00 (the “Purchased Common Units”) and (ii) a number ofClass A Preferred Units equal to the Number of Preferred Units at a price perunit of $1,000.00 (the “Purchased Preferred Units” and together with thePurchased Common Units, the “Purchased Securities”).

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## (b)           Subject to the terms andconditions contained in this Agreement, the closing of the transactionscontemplated by this Agreement (the “Closing”) shall take place at theoffices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois60601 immediately prior to the Effective Time (as defined in the MergerAgreement) of the Merger or at such other 

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## time and date prior to theEffective Time of the Merger or at such other place as the Company andExecutive may determine. The date on which the Closing occurs is referred toherein as the “Closing Date.”  Atthe Closing,

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### (i)            if the Numberof Rollover Shares (as defined below) is greater than zero, Executive shallcontribute, transfer and assign to the Company, free and clear of allEncumbrances, and the Company shall acquire from Executive, all of Executive’sright, title and interest in and to a number of shares of VWR Common Stockequal to the Number of Rollover Shares (the “Rollover Shares”);

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### (ii)           if the Numberof Rollover Shares is greater than zero, Executive shall deliver to the Companya stock certificate or certificates representing the Rollover Shares, accompaniedby a duly executed Assignment Separate from Certificate in the form of ExhibitA hereto for the Rollover Shares;

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### (iii)          if the CashPurchase Price is greater than zero, Executive shall deliver to the Company anamount of cash equal to the Cash Purchase Price by means of a cashier’s orcertified check or wire transfer of immediately available funds to an accountdesignated by the Company; and

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### (iv)          subject to thereceipt of the consideration and documents contemplated by the foregoingclauses (i) through (iii), the Company shall update the Unit Ownership Ledger(as defined in the LLC Agreement) to reflect the issuance of the PurchasedSecurities to Executive (including recording a Capital Contribution byExecutive in respect of the Purchased Securities equal to the Aggregate UnitsPurchase Price).

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For purposes of this Agreement, “Number of Rollover Shares”means a number of shares of VWR Common Stock equal to the result of (A) theAggregate Units Purchase Price minus the Cash Purchase Price, dividedby (B) the Per Share Merger Consideration (as defined in and determinedunder the Merger Agreement).

 

## (c)           The Company and Executiveagree (A) that the fair market value of the Purchased Securities is equal tothe fair market value of the consideration given by Executive pursuant toclauses (i) and (iii) of Section 1(b) above, (B) that the considerationgiven by Executive pursuant to clauses (i) and (iii) of Section 1(b)above is intended to be a tax-free contribution of property to a partnershippursuant to Code Section 721, and (C) to prepare or cause to be prepared theirtax returns in accordance with the foregoing clauses (A) and (B).

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## (d)           Executive shall not beentitled to be paid any consideration pursuant to the Merger Agreement inrespect of the Rollover Shares. Executive shall not be entitled to submit aletter of transmittal pursuant to the Merger Agreement covering any RolloverShares and to the extent any such letter has been or is submitted covering anyRollover Shares, the Company, VWR and the paying agent under the MergerAgreement shall be entitled to treat such letter of 

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## transmittal as not coveringany Rollover Shares. VWR and the paying agent under the Merger Agreement areintended third party beneficiaries of this Section 1(d).

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## (e)           Within 30 days after theClosing Date, Executive will make an effective election with the InternalRevenue Service under Section 83(b) of the Internal Revenue Code and theregulations promulgated thereunder, as amended (the “Code”), in the formof Exhibit B attached hereto; provided that if Executive isnot a resident of United States and not otherwise subject to income taxationunder the laws of the United States, then Executive shall not be required tomake such an election (but may make such election at his or her option).

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## (f)            In connection with thepurchase and sale of the Purchased Securities, Executive represents andwarrants to the Company that as of the date hereof and as of the Closing:

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### (i)            The PurchasedSecurities to be acquired by Executive pursuant to this Agreement will beacquired for Executive’s own account and not with a view to, or intention of,distribution thereof in violation of the Securities Act, or any applicablestate or foreign securities laws, and the Purchased Securities will not bedisposed of in contravention of the Securities Act or any applicable state orforeign securities laws.

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### (ii)           This Agreementconstitutes the legal, valid and binding obligation of Executive, enforceablein accordance with its terms, and the execution, delivery and performance ofthis Agreement by Executive does not and will not conflict with, violate orcause a breach of any agreement or instrument to which Executive is a party orsubject or any judgment, order or decree to which Executive is subject.

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### (iii)          All of theRollover Shares are owned of record and beneficially by Executive, free andclear of all security interests, claims, liens, pledges, options, encumbrances,charges, agreements, voting trusts, proxies and other arrangements orrestrictions whatsoever (“Encumbrances”). All of the Rollover Shares arevalidly issued, fully paid and nonassessable. At the Closing, Executive shalltransfer to the Company the Rollover Shares, free and clear of all Encumbrances.

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### (iv)          Executive is anemployee of the Company, VWR or their respective Subsidiaries, is sophisticatedin financial matters and is able to evaluate the risks and benefits of theinvestment in the Purchased Securities.

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### (v)           If the Companyhas notified Executive (including, without limitation, by a notice set forth onthe signature page attached hereto) that it is relying or may rely on anexemption pursuant to Regulation D of the Securities Act for the issuance ofthe Purchased Securities to Executive, Executive is an “accredited investor”within the meaning of Regulation D of the Securities Act.

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### (vi)          Executive isable to bear the economic risk of his investment in the Purchased Securitiesfor an indefinite period of time because the Purchased Securities 

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### havenot been registered under the Securities Act and, therefore, cannot be soldunless subsequently registered under the Securities Act or an exemption fromsuch registration is available.

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### (vii)         Executive (A)has had an opportunity to ask questions and receive answers concerning theterms and conditions of the offering of Purchased Securities, (B) has hadfull access to such other information concerning the Company, VWR and theirrespective Subsidiaries as he or she has requested in connection with theinvestments contemplated hereby and (C) has received and reviewed a copy ofeach of the Transaction Documents and the Confidential Information Memorandum,dated June 2007, from VWR a reasonable period of time before the date hereof.

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### (viii)        Except asotherwise set forth on the signature page hereto and except for any writtenemployment agreement entered into on or about the date hereof between Executiveand the Company, VWR or their respective Subsidiaries (such employmentagreement, if any, the “Employment Agreement”), Executive is neitherparty to, nor bound by, any other employment agreement, consulting agreement,noncompete agreement, non-solicitation agreement or confidentiality agreement.

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### (ix)           Executive is aresident of the city, state and country indicated in Executive’s Address.

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## (g)           Executive acknowledges thatthe Company is relying upon the accuracy and completeness of therepresentations contained herein in complying with its obligations underapplicable securities laws.

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## (h)           Subject to the EmploymentAgreement, if any, as an inducement to the Company to issue the PurchasedSecurities to Executive, and as a condition thereto, Executive acknowledges andagrees that neither the issuance of the Purchased Securities to Executive norany provision contained in this Agreement shall entitle Executive to remain inthe employment of the Company, VWR or their respective Subsidiaries or affectthe right of the Company, VWR or their respective Subsidiaries to terminateExecutive’s employment at any time for any reason.

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## (i)            At the Closing, if Executiveis lawfully married and Executive’s Address or the permanent residence ofExecutive’s spouse is located in a community property jurisdiction, Executive’sspouse shall execute and deliver to the Company the Consent in the form of ExhibitC attached hereto.

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## (j)            At the Closing, Executiveshall become a party to the LLC Agreement and the Securityholders Agreement byexecuting and delivering to the Company counterparts to such agreements in theform of Exhibits D-1 and D-2 hereto. The Company’s obligation toconsummate the purchase and sale of the Purchased Securities pursuant to this Section1 is conditioned upon Executive executing and delivering such counterpartsat the Closing.

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## (k)           The Company and Executivehereby acknowledge and agree that this Agreement has been executed anddelivered, and the Purchased Securities have been issued hereunder, inconnection with and as a part of the compensation and incentive arrangementsbetween the Company and Executive, and pursuant and subject to the provisionsof the Plan. Executive agrees to be bound by and subject to the terms andconditions of the Plan.

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# 2.             Vesting of Founder CommonUnits.

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## (a)           The Purchased Common Units(other than the Founder Common Units) (the “Co-Invest Common Units”) andthe Purchased Preferred Units shall be fully vested upon the purchase thereof. Anumber of Purchased Common Units equal to the Number of Founder Common Units(the “Founder Common Units”) shall be subject to vesting in the mannerspecified in this Section 2.

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## (b)           Except as otherwise providedin this Section 2, the Founder Common Units shall become vested on adaily, straight-line basis from the Closing Date through the fourth anniversaryof the Closing Date such that 100% of the Founder Common Units will have vestedas of the fourth anniversary of the Closing Date, but only as long as Executiveremains employed by the Company, VWR or any of their respective Subsidiaries.

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## (c)           Upon the occurrence of aSale of the Company, all Founder Common Units which have not yet become vestedshall become vested as of the date of consummation of the Sale of the Company,if, as of such date, Executive has been continuously employed by the Company,VWR or any of their Subsidiaries from the Closing Date through and includingsuch date; provided, that if Executive’s employment with the Company,VWR or any of their Subsidiaries is terminated by such employer without Causeduring the 180 day period prior to the date of consummation of the Sale of theCompany, then all Founder Common Units which have not yet become vested shallbecome vested as of the date of consummation of the Sale of the Company.

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## (d)           Upon the occurrence of aPublic Offering or Subsidiary Public Offering (the “IPO”), all FounderCommon Units which were scheduled to vest pursuant to Section 2(b) aboveduring the one-year period following the date of the IPO will instead vest asof the consummation of the IPO, provided that Executive is employed by theCompany, VWR or any of their respective Subsidiaries as of the occurrence ofthe IPO. All remaining unvested Founder Common Units will continue to vest on adaily, straight-line basis from the Closing Date through the third anniversaryof the Closing Date such that 100% of the Founder Common Units will have vestedas of the third anniversary of the Closing Date, but only as long as Executiveremains employed by the Company, VWR or any of their respective Subsidiaries.

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## (e)           Upon the termination ofExecutive’s employment by the Company, VWR or their respective Subsidiaries byreason of Executive’s death or Disability, all Founder Common Units which werescheduled to vest pursuant to Section 2(b) above during the one-yearperiod following the date of such termination of employment will instead vestas of the date of such termination of employment.

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## (f)            Founder Common Units thathave become vested (“Vested Founder Common Units”) and the Co-InvestCommon Units are referred to herein collectively as “Vested Common Units.”  All Founder Common Units that have not vestedare referred to herein as “Unvested Founder Common Units.”  All Purchased Securities other than UnvestedFounder Common Units are referred to herein collectively as “Vested Units.”  All Vested Units that were originally subjectto vesting and that have been vested for less than six months as of theSeparation Date, if any, are referred to herein collectively as “ImmatureVested Units”.

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# 3.             Repurchase Option.

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## (a)           In the event of aSeparation, the Purchased Securities (whether vested or unvested and whetherheld by Executive or one or more of Executive’s transferees, other than theCompany and the Investors) will be subject to repurchase, in each case by theCompany and the Investors pursuant to the terms and conditions set forth inthis Section 3 and in Section 5 (the “Repurchase Option”).If there is a Subsidiary Public Offering and the securities of such Subsidiaryare distributed to the members of the Company, then such Subsidiary will betreated as the Company for purposes of this Section 3 and Section 5with respect to any repurchase of the securities of such Subsidiary.

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## (b)           In the event of aSeparation, the Company (with the approval of the Board in the case of anyrepurchase in excess of $100,000) may irrevocably elect to purchase all, butnot less than all, of the Unvested Founder Common Units and/or all, but notless than all, of the Vested Units (subject to Section 5(b), other thanImmature Vested Units, if any) pursuant to this Section 3 and Section5 by delivering written notice (a “Company Repurchase Notice”) tothe holder or holders of such securities within a period of 90 days after theSeparation Date (such period, a “Repurchase Option Period”); providedthat the Company may not exercise the Repurchase Option prior to the date thatis 18 months after the date hereof and, for all purposes of this Agreement, ifthe Separation Date occurs prior to such date, the Repurchase Option Periodshall instead be a period of 90-days after the date that is 18 months after thedate hereof. Any Company Repurchase Notice will set forth the number of unitsof each class to be acquired from each holder, the aggregate consideration tobe paid for such units and the time and place for the closing of thetransaction.

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## (c)           If for any reason theCompany does not elect to purchase all of the Purchased Securities pursuant tothe Repurchase Option, the Investors shall be entitled to exercise theRepurchase Option for all, but not less than all, of the Unvested FounderCommon Units that the Company has not elected to purchase and/or all, but notless than all, of the Vested Units (subject to Section 5(b), other thanImmature Vested Units, if any) that the Company has not elected to purchase(collectively, “Available Securities”). As soon as practicable after theCompany has determined that it will not exercise the Repurchase Option withrespect to the Available Securities, but in any event within 20 days prior tothe expiration of the applicable Repurchase Option Period, the Company shallgive written notice (an “Option Notice”) to the Investors setting forththe number of units of each class the Investors are entitled to purchase andthe purchase price for each type of the Available Securities. The Investors mayirrevocably elect 

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## to purchase all, but notless than all, of the Unvested Founder Common Units that are AvailableSecurities and/or all, but not less than all, of the Vested Units (subject to Section5(b), other than Immature Vested Units, if any), if any, that are AvailableSecurities by giving written notice to the Company within 20 days afterreceiving the Option Notice. If more than one Investor elects to purchase anaggregate number of Available Securities of a class or type greater than thenumber of Available Securities of such class or type, the Available Securitiesto be purchased by each such Investor shall be allocated among such Investorsbased upon the number of Class A Common Units owned by each Investor. If theInvestors have elected to purchase any Available Securities, within 10 daysafter the expiration of the 20-day period set forth above, the Company shallnotify each holder of Purchased Securities as to the number of units of eachclass each Investor is entitled to purchase, the aggregate purchase price andthe time and place of the closing of the transaction (the “InvestorRepurchase Notice”). At the time the Company delivers the InvestorRepurchase Notice to the holder(s) of Purchased Securities, the Company shallalso deliver written notice to each Investor setting forth the number of unitsof each class such Investor is entitled to purchase, the aggregate purchaseprice and the time and place of the closing of the transaction.

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## (d)           The closing of the purchaseof the Purchased Securities pursuant to an exercise of the Repurchase Optionshall take place on the later of the date designated by the Company in theapplicable Company Repurchase Notice or the applicable Investor RepurchaseNotice, which date shall not be more than 30 days nor less than 15 days afterthe later of the delivery of the applicable Company Repurchase Notice or the applicableInvestor Repurchase Notice, as applicable. The Company and each Investor, asthe case may be, will pay the purchase price for the Purchased Securities to bepurchased by it pursuant to the Repurchase Option by check(s) or wiretransfer(s) of good and immediately available funds. The Company and theInvestors will be entitled to receive customary representations and warrantieswith respect to title and enforceability from the sellers regarding such sale.

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## (e)           The provisions of this Section3 will terminate with respect to all Purchased Securities (other thanUnvested Founder Common Units) upon the consummation of a Qualified PublicOffering, and with respect to all Purchased Securities upon the consummation ofa Sale of the Company.

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# 4.             Put Option.

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## (a)           In the event that aSeparation has occurred and the Company and the Investors have not togetherelected to purchase all of the Purchased Securities prior to the expiration ofthe applicable Repurchase Option Period, Executive may irrevocably elect to requirethe Company to repurchase all, but not less than all, of the PurchasedSecurities (subject to Section 5(b), other than Immature Vested Units,if any) that the Company and the Investors have not elected to purchasepursuant to the terms and conditions set forth in this Section 4 and Section5 (the “Put Option”).

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## (b)           If Executive is entitled to(as provided in Section 4(a)) and desires to exercise the Put Option,Executive must notify the Company and each other holder of Purchased Securitiesof such exercise in writing no earlier than the end of the applicableRepurchase Option Period and no later than 60 days after the end of theapplicable Repurchase Option Period (a “Put Option Notice”). Within 10days after the Company receives a Put Option Notice in accordance with thisAgreement, the Company shall send to each holder of Purchased Securities anotice that will set forth the number of units of each class to be acquiredfrom each holder, the amount of the aggregate consideration to be paid for anyPurchased Securities that are Class A Preferred Units (“Preferred UnitsPurchase Price”), if any, and the amount of the aggregate consideration tobe paid for any Purchased Securities that are not Class A Preferred Units (“CommonUnits Purchase Price”) and the time and place for the closing of thetransaction (a “Put Option Closing Notice”).

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## (c)           The closing of the purchaseof any Purchased Securities pursuant to a Put Option shall take place on thedate designated by the Company in the applicable Put Option Closing Notice,which date shall not be more than 30 days nor less than five days after thedelivery of the applicable Put Option Closing Notice. The Company will pay thepurchase price for the Purchased Securities to be purchased by it pursuant to aPut Option (A) by check(s) or wire transfer(s) of good and immediatelyavailable funds in an aggregate amount equal to the Preferred Units PurchasePrice, if any, and (B) by delivery of subordinated promissory note(s), in anaggregate initial principal amount equal to the Common Units Purchase Price,issued by the Company or a Subsidiary thereof payable in full in one lump sumon the earlier of (i) a Sale of the Company, (ii) an IPO, but to the extentthat such payment is then prohibited by the Company’s or its Subsidiaries’credit facility, payment shall instead be made as soon as permitted thereunderand (iii) and the fifth anniversary of the date of issuance, which note(s)shall bear interest at a rate of 8% per annum with such interest being payablein arrears in cash on a quarterly basis.

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## (d)           The provisions of this Section4 will terminate with respect to all Purchased Securities upon the earlierto occur of a Sale of the Company and the consummation of a Qualified PublicOffering.

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# 5.             Other Terms Applicable tothe Repurchase Option and the Put Option.

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## (a)           In the event of aSeparation, in connection with the exercise of either a Repurchase Option or aPut Option, (i) the purchase price for each Unvested Founder Common Unit willbe the lesser of (A) Executive’s Original Cost for such unit and (B) the FairMarket Value of such unit as of the date of the sending of the applicableCompany Repurchase Notice or the applicable Investor Repurchase Notice (forpurchases in connection with the exercise of a Repurchase Option), asapplicable, and/or as of the date of the sending of the applicable Put OptionClosing Notice for purchases in connection with the exercise of a Put Optionand (ii) the purchase price for each Class A Preferred Unit, each Co-InvestCommon Unit and each Vested Founder Common Unit, respectively, will be the FairMarket Value of such unit as of the date of the sending of the applicableCompany Repurchase Notice or the applicable Investor Repurchase 

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## Notice (for purchases inconnection with the exercise of a Repurchase Option), as applicable, and/or asof the date of the sending of the applicable Put Option Closing Notice forpurchases in connection with the exercise of a Put Option; provided,however, that if Executive’s employment is terminated with Cause, the purchaseprice for each Vested Founder Common Unit will be the lesser of (A) Executive’sOriginal Cost for such unit and (B) the Fair Market Value of such unit as ofthe date of the sending of the applicable Company Repurchase Notice or theapplicable Investor Repurchase Notice (for purchases in connection with theexercise of a Repurchase Option), as applicable, and/or as of the date of thesending of the applicable Put Option Closing Notice for purchases in connectionwith the exercise of a Put Option.

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## (b)           Notwithstanding anything tothe contrary in this Agreement, (i) the Company may exercise the RepurchaseOption with respect to any Immature Vested Units at any time during theeight-month period following the Separation Date on a basis consistent with theprocedures set forth in Section 3 and this Section 5 and for suchunits the Repurchase Option Period shall instead be such eight-month period,(ii) the Investors may exercise the Repurchase Option with respect to anyImmature Vested Units that are Available Securities consistent with Section3 and Section 5 and the applicable Repurchase Option Period for suchexercise shall be the eight-month period as provided in the prior clause (i)and (iii) Executive may exercise the Put Option with respect to any ImmatureVested Units that have not been elected to be repurchased pursuant to theRepurchase Option but no earlier than the end of the applicable RepurchaseOption Period for Immature Vested Units (i.e., the eight-month period followingthe Separation Date) and no later than 60 days following the end of suchRepurchase Option Period on a basis consistent with the procedures set forth inSection 4 and this Section 5.

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## (c)           Notwithstanding anything tothe contrary contained in this Agreement, all repurchases of PurchasedSecurities by the Company pursuant to the Repurchase Option or the Put Optionshall be subject to applicable restrictions contained in the Delaware LimitedLiability Company Act, the Delaware General Corporation Law or such othergoverning corporate or limited liability company law, and in the Company’s andits Subsidiaries’ debt financing agreements. If any such restrictions prohibit (i)the repurchase of Purchased Securities hereunder which the Company is otherwiseentitled or required to make or (ii) dividends or other transfers of funds fromone or more Subsidiaries to the Company to enable such repurchases, then thetime periods provided in Sections 3 and 4 and in this Section5 shall be suspended, and the Company may make such purchases at theapplicable purchase price therefore determined as of the time of repurchase, assoon as it is permitted to do so under such restrictions.

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## (d)           Notwithstanding anything tothe contrary contained in this Agreement, the Company may pay all or anyportion of the purchase price to be paid by it as a result of its exercise of aRepurchase Option or the exercise by Executive of a Put Option by distributingto Executive securities issued by VWR Investors, Inc. or any other directSubsidiary of the Company, so long as VWR Investors, Inc. or such Subsidiarydirectly or indirectly owns all or substantially all of the assets of theCompany on a consolidated basis, as provided in Section 4.7 of the LLCAgreement.

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# 6.             Restrictions on Transfer ofPurchased Securities. The Purchased Securities shall be subject to therestrictions on Transfer of such units in the LLC Agreement and theSecurityholders Agreement and the holders of Purchased Securities shall notTransfer any interest in any Purchased Securities, except in accordance withsuch agreements or the provisions of Section 3 hereof.

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# 7.             Definitions.

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“Affiliate” of any particular Person means any other Personcontrolling, controlled by, or under common control with such particularPerson, where “control” means the possession, directly or indirectly, of thepower to direct the management and policies of a Person whether through theownership of voting securities, by contract, or otherwise.

 

“Board” means the Company’s board of managers or any successorgoverning body thereto. The Board may delegate to a committee thereof theduties and role of the Board contemplated hereby.

 

“Cause” means (A) if Executive is a party to an EmploymentAgreement and such Employment Agreement defines the term “Cause”, thedefinition of Cause set forth in such Employment Agreement or (B) otherwise (i)the commission of a felony or a crime involving moral turpitude or thecommission of any other act or omission involving dishonesty or fraud withrespect to the Company, VWR or any of their respective Subsidiaries or any oftheir customers or suppliers, (ii) substantial and repeated failure to performduties as reasonably directed by the Board or a supervisor or report, afterproviding Executive with 15 days written notice and a reasonable opportunity toremedy such failure, (iii) gross negligence or willful misconduct with respectto the Company, VWR or any of their respective Subsidiaries, (iv) conducttending to bring the Company, VWR or any of their respective Subsidiaries intosubstantial public disgrace or disrepute, and (v) any breach by Executive ofany non-competition, non-solicitation or confidentiality covenants to whichExecutive is subject.

 

“Disability” means the disability of Executive caused by anyphysical or mental injury, illness or incapacity as a result of which Executiveis unable to effectively perform the functions of Executive’s duties for acontinuous period of more than 90 days or for 120 days (whether or notcontinuous) within a 180 day period, as reasonably determined by the Board ingood faith.

 

“Fair Market Value” has the meaning given to such term in theSecurityholders Agreement.

 

“Investors” has the meaning given to such term in theSecurityholders Agreement.

 

“LLC Agreement” means the Limited Liability Company Agreement ofthe Company, dated on or about the date hereof, among the parties from time totime party thereto, as amended from time to time pursuant to its terms.

 

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“Original Cost” means, (i) with respect to each Class A CommonUnit purchased hereunder, $1.00 (as proportionately adjusted for all subsequentunit splits, unit dividends and other recapitalizations) and (ii) with respectto each Class A Preferred Unit purchased hereunder, $1,000.00 (asproportionately adjusted for all subsequent unit splits, unit dividends andother recapitalizations).

 

“Person” means an individual, a partnership, a limited liabilitycompany, a corporation, an association, a joint stock company, a trust, a jointventure, an unincorporated organization, an investment fund, any other businessentity and a governmental entity or any department, agency or politicalsubdivision thereof.

 

“Public Offering” means the sale in an underwritten publicoffering registered under the Securities Act of the equity securities of theCompany (or any successor thereto) approved by the Board.

 

“Purchased Securities” will continue to be Purchased Securitiesin the hands of any holder other than Executive (except for the Company and theInvestors and except for transferees in a Public Sale (as defined in theSecurityholders Agreement)), and except as otherwise provided herein, each suchother holder of Purchased Securities will succeed to all rights and obligationsattributable to Executive as a holder of Purchased Securities hereunder. PurchasedSecurities will also include equity of the Company (or a corporate successor tothe Company or a Subsidiary of the Company) issued with respect to PurchasedSecurities (i) by way of a unit split, unit dividend, conversion, or otherrecapitalization, (ii) by way of reorganization or recapitalization of the Companyin connection with the incorporation of a corporate successor prior to a PublicOffering or (iii) by way of a distribution of securities of a Subsidiary of theCompany to the members of the Company following or with respect to a SubsidiaryPublic Offering. Notwithstanding the foregoing, all Unvested Founder CommonUnits shall remain Unvested Founder Common Units after any Transfer thereof andshall only become Vested Common Units thereafter to the extent provided in Section2 hereof.

 

“Qualified Public Offering” has the meaning given to such termin the Securityholders Agreement.

 

“Sale of the Company” means any transaction or series oftransactions pursuant to which any Independent Third Party (as defined in theSecurityholders Agreement) in the aggregate acquire(s) (i) a majority of thevoting equity securities of the Company (whether by merger, liquidation,consolidation, reorganization, combination, sale or transfer of the Company’sequity securities, securityholder or voting agreement, proxy, power of attorneyor otherwise) or (ii) all or substantially all of the Company’s assetsdetermined on a consolidated basis.

 

“Securities Act” means the Securities Act of 1933, as amended,or any successor federal law then in force, together with all rules andregulations promulgated thereunder.

 

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“Securityholders Agreement” means the Securityholders Agreement,dated on or about the date hereof, among the Company and certain of itssecurityholders, as amended from time to time pursuant to its terms.

 

“Separation” means Executive ceasing to be employed by theCompany, VWR or any of their respective Subsidiaries for any reason.

 

“Separation Date” means the date on which Executive ceases to beemployed by the Company, VWR or any of their respective Subsidiaries for anyreason.

 

“Subsidiary” has the meaning given to such term in the LLCAgreement.

 

“Subsidiary Public Offering” means the sale in an underwrittenpublic offering registered under the Securities Act of equity securities of aSubsidiary of the Company.

 

“Transaction Documents” means this Agreement, the Plan, the LLCAgreement, the Securityholders Agreement and all other agreements, instruments,certificates, and other documents to be entered into or delivered by Executivein connection with the transactions contemplated to occur pursuant to thisAgreement, the Plan, the LLC Agreement, the Securityholders Agreement and anyside agreements related to the foregoing.

 

“Transfer” means to sell, transfer, assign, pledge or otherwisedispose of (whether with or without consideration and whether voluntarily orinvoluntarily or by operation of law), but explicitly excluding exchanges ofone class of Purchased Securities to or for another class of PurchasedSecurities.

 

# 8.             Notices. All notices,demands, or other communications to be given or delivered under or by reason ofthe provisions of this Agreement shall be in writing and shall be deemed tohave been given or made (i) when delivered personally to the recipient, (ii)when telecopied to the recipient (with hard copy sent to the recipient byreputable overnight courier service (charges prepaid) that same day) iftelecopied before 5:00 p.m. Chicago, Illinois time on a business day, andotherwise on the next business day after being telecopied, (iii) one businessday after being sent to the recipient by reputable overnight courier service(charges prepaid), or (iv) when received via electronic mail by the recipient(with hard copy sent to the recipient by reputable overnight courier service(charges prepaid) that same day) if received via electronic mail before 5:00p.m. Chicago, Illinois time on a business day, and otherwise on the nextbusiness day after such receipt. Such notices, demands, and othercommunications shall be sent to the Company at the following address and toExecutive at Executive’s Address or to the address for Executive set forth fromtime to time in the Company’s books and records (and if Executive has notifiedthe Company that he or she is represented by legal counsel in connection withthe transactions contemplated hereby, with a copy (which shall not constitutenotice) to such counsel’s address as listed by Executive on the signature pagehereto), or to such other address or to the attention of such other person asthe recipient party has specified by prior written notice to the sending party.

#  

12

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Varietal Distribution Holdings, LLC

c/o VWR International, LLC

1310 Goshen Parkway

PO Box 2656

West Chester, Pennsylvania 19380

Facsimile:  (610) 701-9896

Telephone:  (610) 719-7072

Electronic mail: George_VanKula@vwr.com

Attention:  George Van Kula, Esq.

 

with copies to (which shall not constitutenotice):

 

Madison Dearborn Capital Partners

Three First National Plaza

38th Floor

Chicago, Illinois  60602

Facsimile:  (312) 895-1056

Telephone:  (312) 895-1000

Electronic mail: mtresnowski@MDCP.com

Attention:  General Counsel

 

and

 

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

Facsimile:  (312) 861-2200

Telephone: (312) 861-2000

Electronic mail: sperl@kirkland.com; mfennell@kirkland.com

Attention:  Sanford E. Perl, P.C.

Mark A. Fennell

 

# 9.             Additional ProvisionsApplicable to Non-US Residents. If Executive is a resident(as indicated by the address for notices to Executive set forth on thesignature page hereto) of a country other than the United States, theprovisions of Annex 1 attached hereto, if any, shall also be applicableto Executive and the Company and shall constitute a part of this Agreement asif set forth herein.

#  

# 10.           General Provisions.

#  

## (a)           Termination Related toMerger Agreement Termination. If the Closing has notoccurred prior to the earliest to occur of (the “Early Termination Date”)(i) the termination of the Merger Agreement pursuant to the terms thereof and(ii) the first anniversary 

##  

13

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## of the date hereof, thisAgreement shall terminate and be of no further force or effect as of the EarlyTermination Date.

##  

## (b)           Transfers in Violation ofAgreement. Any Transfer or attempted Transfer of anyPurchased Securities in violation of any provision of this Agreement shall bevoid, and the Company shall not record such Transfer on its books or treat anypurported transferee of such Purchased Securities as the owner of suchsecurities for any purpose.

##  

## (c)           Severability. Wheneverpossible, each provision of this Agreement will be interpreted in such manneras to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal, or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity, illegality, orunenforceability will not affect any other provision or the effectiveness orvalidity of any provision in any other jurisdiction, and this Agreement will bereformed, construed, and enforced in such jurisdiction as if such invalid,illegal, or unenforceable provision had never been contained herein.

##  

## (d)           Entire Agreement. ThisAgreement, those documents expressly referred to herein, the other documents ofeven date herewith, and the other Transaction Documents embody the completeagreement and understanding among the parties and supersede and preempt anyprior understandings, agreements, or representations by or among the parties,written or oral, which may have related to the subject matter hereof in any way.Any rights of Executive against VWR or its Affiliates or otherwise to acquireor be granted capital stock of VWR or options exercisable for capital stock ofVWR or restricted stock units or deferred share units with respect to theequity of VWR shall be superseded by this Agreement; provided that theforegoing shall not supersede any of Executive’s rights under the MergerAgreement with respect to outstanding shares of Company Stock (as defined inthe Merger Agreement), Company Options (as defined in the Merger Agreement),RSUs (as defined in the Merger Agreement) or DSUs (as defined in the MergerAgreement). As of the date hereof, this Agreement constitutes the legal, validand binding obligation of the Company, enforceable in accordance with itsterms, and the execution, delivery and performance of this Agreement by theCompany does not and will not conflict with, violate or cause a breach of anyagreement or instrument to which the Company is a party or subject or anyjudgment, order or decree to which the Company is subject.

##  

## (e)           No Strict Construction. The languageused in this Agreement shall be deemed to be the language chosen by the partieshereto to express their mutual intent, and no rule of strict construction shallbe applied against any party.

##  

## (f)            Counterparts. ThisAgreement may be executed in multiple counterparts with the same effect as ifall signing parties had signed the same document. All counterparts shall beconstrued together and constitute the same instrument.

##  

## (g)           Successors and Assigns. Except asotherwise provided herein, this Agreement shall bind and inure to the benefitof and be enforceable by the Company, Executive and the Investors and theirrespective successors and assigns (including subsequent holders of PurchasedSecurities); provided that the rights and obligations of Executive underthis 

##  

14

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## Agreement shall not beassignable except in connection with a permitted transfer of PurchasedSecurities hereunder.

##  

## (h)           Applicable Law. ThisAgreement shall be governed by, and construed in accordance with, the laws ofthe State of Delaware, without giving effect to any choice of law or conflictof law rules or provisions (whether of the State of Delaware or any otherjurisdiction) that would cause the application of the laws of any jurisdictionother than the State of Delaware.

##  

## (i)            Consent to Jurisdiction. Executiveirrevocably submits to the nonexclusive jurisdiction of the United StatesDistrict Court for the State of Delaware and the state courts of the State ofDelaware for the purposes of any suit, action or other proceeding arising outof this Agreement or any transaction contemplated hereby. Executive furtheragrees that service of any process, summons, notice or document by UnitedStates certified or registered mail to Executive’s Address and to Executive’saddress set forth in the Company’s books and records or such other address orto the attention of such other person as the recipient party has specified byprior written notice to the sending party shall be effective service of processin any action, suit or proceeding in Delaware with respect to any matters towhich it has submitted to jurisdiction as set forth above in the immediatelypreceding sentence. Executive irrevocably and unconditionally waives anyobjection to the laying of venue of any action, suit or proceeding arising outof this Agreement or the transactions contemplated hereby in the United StatesDistrict Court for the State of Delaware or the state courts of the State ofDelaware and hereby irrevocably and unconditionally waives and agrees not toplead or claim in any such court that any such action, suit or proceedingbrought in such court has been brought in an inconvenient forum.

##  

## (j)            MUTUAL WAIVER OF JURY TRIAL. BECAUSEDISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY ANDECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISHAPPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THEPARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCHAPPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OFTHE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT (INCLUDINGTHE COMPANY) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, ORPROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIESHERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONSCONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIESHEREUNDER.

##  

## (k)           Further Action. The partiesshall execute and deliver all documents, provide all information, and take orrefrain from taking such actions as may be necessary or appropriate to achievethe purposes of this Agreement.

##  

15

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## (l)            Remedies. Each of theparties to this Agreement (and the Investors as third-party beneficiaries) willbe entitled to enforce its rights under this Agreement specifically, to recoverdamages caused by any breach of any provision of this Agreement and to exerciseall other rights existing in its favor. The parties hereto agree andacknowledge that money damages may not be an adequate remedy for any breach ofthe provisions of this Agreement and that any party may in its sole discretionapply to any court of law or equity of competent jurisdiction (without postingany bond or deposit) for specific performance and/or other injunctive relief inorder to enforce or prevent any violations of the provisions of this Agreement.In the event of a contest between the Company and Executive regarding a breachor alleged breach of this Agreement in which Executive substantially prevails,then the Company agrees to pay (within ten business days of receipt of aninvoice from Executive), all legal fees and expenses that Executive hasincurred as a result of such contest.

##  

## (m)          Amendment and Waiver. Theprovisions of this Agreement may be amended and waived only with the priorwritten consent of the Company, Executive and the holders of the RequiredInterest (as defined in the Securityholders Agreement).

##  

## (n)           Business Days. If any timeperiod for giving notice or taking action hereunder expires on a day which is aSaturday, Sunday or holiday in the state in which the Company’s chief executiveoffice is located, the time period shall be automatically extended to thebusiness day immediately following such Saturday, Sunday or holiday.

##  

## (o)           Survival. Allcovenants, representations and warranties contained herein or made in writingby any party in connection herewith shall survive the execution and delivery ofthis Agreement and the consummation of the transactions contemplated hereby. Exceptas set forth in Section 10(a) above, this Agreement shall survive aSeparation and shall remain in full force and effect after such Separation.

##  

## (p)           Adjustments of Numbers. All numbersset forth herein that refer to unit prices or amounts will be appropriatelyadjusted to reflect unit splits, unit dividends, combinations of units andother recapitalizations affecting the subject class of equity.

##  

## (q)           Deemed Transfer of PurchasedSecurities. If, pursuant to the terms and conditions of thisAgreement, the Company (and/or the Investors and/or any other Person acquiringsecurities) shall make available, at the time and place and in the amount andform provided in this Agreement, the consideration for the Purchased Securitiesto be repurchased in accordance with the provisions of this Agreement in theproper amount as finally determined in accordance with the provisions of thisAgreement, then from and after such time, the Person from whom such units areto be repurchased shall no longer have any rights as a holder of such units(other than the right to receive payment of such consideration in accordancewith this Agreement), and such units shall be deemed purchased in accordancewith the applicable provisions hereof and the Company (and/or the Investorsand/or any other Person acquiring securities) shall be deemed the owner andholder of such units, whether or not the certificates therefor, if any, havebeen delivered as required by this Agreement.

##  

16

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## (r)            Rights Granted to theInvestors and their Affiliates. Any rights granted toExecutive or to the Investors and their respective Affiliates hereunder mayalso be exercised (in whole or in part) by their designees.

##  

## (s)           Subsidiary Public Offering. If, afterconsummation of a Subsidiary Public Offering, the Company distributessecurities of such Subsidiary to members of the Company, then such securitieswill be treated in the same manner as (but excluding any “preferred” featuresof the units with respect to which they were distributed) the units withrespect to which they were distributed for purposes of Sections 1, 2,3, 4 and 5 hereof.

##  

## (t)            Electronic Delivery. ThisAgreement, the agreements referred to herein, and each other agreement orinstrument entered into in connection herewith or therewith or contemplatedhereby or thereby, and any amendments hereto or thereto, to the extent signedand delivered by means of a photographic, photostatic, facsimile or similarreproduction of such signed writing using a facsimile machine or electronicmail shall be treated in all manner and respects as an original agreement orinstrument and shall be considered to have the same binding legal effect as ifit were the original signed version thereof delivered in person. At the requestof any party hereto or to any such agreement or instrument, each other partyhereto or thereto shall reexecute original forms thereof and deliver them toall other parties. No party hereto or to any such agreement or instrument shallraise the use of a facsimile machine or electronic mail to deliver a signatureor the fact that any signature or agreement or instrument was transmitted orcommunicated through the use of a facsimile machine or electronic mail as adefense to the formation or enforceability of a contract and each such partyforever waives any such defense.

##  

## (u)           Currency. Alltransactions contemplated by this Agreement are contemplated to occur in UnitedStates dollars and any reference herein to dollars or “$” shall be deemed torefer to United States dollars.

 

*  *  *  *  *

 

17

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IN WITNESS WHEREOF, the parties hereto have executed this ManagementUnit Purchase Agreement as of the day and year first above written.

 
|   | **VARIETAL DISTRIBUTION HOLDINGS, LLC** |
|--------|-----------------------------------------|
|   | ** **                              |
|   |                                    |
|   | By:                                     |   |   |
|   | Name:                                   |
|   | Its:                                    |
|   |                                    |
|   | **EXECUTIVE**                           |
|   | ** **                              |
|   |                                    |
|   |                                    |   |
|   | Name:                                   |   |   |
|        |                                         |  |  |  |  |

 

The following additional definitions shall apply to the Agreement:

 

“Aggregate Units Purchase Price” means $              .

 

“Cash Purchase Price” means $              .
| “Executive’s Address “ means:

[Name of Executive]

[Address 1]

[Address 2]

[Country] |   | Address of legal counsel, if any to Executive: |
|--------------------------------------------------------------------------------------------------------|--------|------------------------------------------------|

 

“Number of Common Units” means          Class A Common Units.

 

“Number of Founder Common Units” means              Class A Common Units.

 

“Number of Preferred Units” means             Class A Preferred Units.

 

“Number of Shares of VWR Common Stock” means             shares of VWR Common Stock.

 

The Company hereby notifies you that it may rely on one or more of thefollowing exemptions that are indicated with a check or “x” from theregistration requirements of the Securities Act with respect to the sale of thePurchased Securities hereunder:         Rule701;         Regulation D;        Regulation S.

 

*[Signature Page to Management Unit PurchaseAgreement]*

 

----

 

**EXHIBIT A**

 

**ASSIGNMENT SEPARATE FROM CERTIFICATE**

 

FOR VALUE RECEIVED, [name of executive] does hereby sell, assign andtransfer unto Varietal Distribution Holdings, LLC, a Delaware limited liabilitycompany (the “LLC”),                    shares of the common stock, par value $0.01 per share, of CDRV Investors, Inc.(the “Corporation”) standing in the undersigned’s name on the books ofthe Corporation represented by Certificate Nos.                          herewith and does hereby irrevocably constitute and appoint each officer of theLLC and any other person designated by one of them (acting alone or with one ormore other such officers) as attorney to transfer said shares on the books ofthe Corporation with full power of substitution in the premises.

 
| Dated: |   | , 2007 |   |   |
|--------|--------|--------|--------|--------|
|   | [NAME] |   |
|        |        |        |        |        |  |

 

----

 

**EXHIBITB**

 

                       ,2007

 

**PROTECTIVE ELECTION TO INCLUDE MEMBERSHIP**

**INTEREST IN GROSS INCOME PURSUANT TO**

**SECTION 83(b) OF THE INTERNAL REVENUE CODE**

 

On                     ,2007 (the “Acquisition Date”), the undersigned acquired a limitedliability company  membership interest(the “Membership Interest”) in Varietal Distribution Holdings, LLC, aDelaware limited liability company (the “Company”), for $                    .Pursuant to the Limited Liability Company Agreement of the Company, theundersigned is entitled to an interest in Company capital exactly equal to theamount paid therefor and an interest in Company profits.

 

Based on current Treasury Regulation §1.721-1(b), Proposed TreasuryRegulation §1.721-1(b)(1), and Revenue Procedures 93-27 and 2001-43, theundersigned does not believe that issuance of the Membership Interest to theundersigned is subject to the provisions of §83 of the Internal Revenue Code(the “Code”). In the event that the sale is so treated, however, theundersigned desires to make an election to have the receipt of the MembershipInterest taxed under the provisions of Code §83(b) at the time the undersignedacquired the Membership Interest.

 

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2promulgated thereunder, the undersigned hereby makes an election, with respectto the Membership Interest, to report as taxable income for the calendar year2007****the excess (if any) of thevalue of the Membership Interest on the Acquisition Date over the purchaseprice thereof.

 

The following information is supplied in accordance with TreasuryRegulation § 1.83-2(e):

 

1.             The name, address and social securitynumber of the undersigned:

 

[to be inserted]

 

 

 

2.             A description of the property with respectto which the election is being made:  Amembership interest in the Company entitling the undersigned to an interest inthe Company’s capital exactly equal to the amount paid therefore and apercentage of the Company’s profits.

 

----

 

3.             The date on which the Membership Interestwas transferred:  the Acquisition Date. Thetaxable year for which such election is made: 2007.

 

4.             The restrictions to which the property issubject: If the undersigned ceases to be employed by the Company or any of itssubsidiaries, the unvested portion of the units will be subject to repurchaseby the Company at the lower of cost or fair market value.

 

5.             The fair market value on the AcquisitionDate of the property with respect to which the election is being made,determined without regard to any lapse restrictions and in accordance withRevenue Procedure 93-27: $                        .

 

6.             The amount paid or to be paid for suchproperty: $                        .

 

*   *   *   *   *

----

 

A copy of this election is being furnished to the Company pursuant toTreasury Regulation § 1.83-2(e)(7). A copy of this election will besubmitted with the 2007****federalincome tax return of the undersigned pursuant to Treasury Regulation§ 1.83-2(c), if any.

 
| Dated:   |                  | , 2007 |
|---------------|-----------------------|--------|
|          |
|          |                  |   |
|          | [Name to be inserted] |
|               |                       |        |  |  |

 

----

 

**EXHIBITC**

 

**SPOUSAL CONSENT**

 

The undersigned spouse of Executive hereby acknowledges that I haveread the foregoing Management Unit Purchase Agreement executed by Executive asof the date hereof, and each of the LLC Agreement and the SecurityholdersAgreement referred to therein, and that I understand their contents. I am awarethat the foregoing Management Unit Purchase Agreement and the SecurityholdersAgreement provide for the sale or repurchase of my spouse’s PurchasedSecurities under certain circumstances and/or impose other restrictions on suchsecurities (including, without limitation, restrictions on transfer). I agreethat my spouse’s interest in these securities is subject to these restrictionsand any interest that I may have in such securities shall be irrevocably boundby these agreements and further, that my community property interest, if any,shall be similarly bound by these agreements.

 
|   |          |                | Date:  |   | , 2007 |
|--------|---------------|---------------------|--------|--------|--------|
|   |          |
|   |          | Spouse’s Name: |   |   |
|   |          |
|   |          |
|   |          |                | Date:  |   | , 2007 |
|   |          |
|   | Witness’ |                | Name:  |   |   |
|        |               |                     |        |        |        |  |  |  |  |  |  |

 

----

 

**EXHIBITD-1**

 

**LLC AGREEMENT**

 

**Joinder**

 

The undersigned is executing and delivering this Joinder pursuant tothe Limited Liability Company Agreement of Varietal Distribution Holdings, LLC(the “Company”) dated on or about the date hereof (as the same mayhereafter be amended, the “LLC Agreement”), among the Company and theCompany’s unitholders named therein from time to time.

 

By executing and delivering to the Company this Joinder, theundersigned hereby agrees to become a party to, to be bound by, and to complyin full with the provisions of the LLC Agreement as a Unitholder in the samemanner as if the undersigned were an original signatory to the LLC Agreement.

 

Accordingly, the undersigned has executed and delivered this Joinder asof                    ,2007.

 

 
|   |   | By:   |   |   |
|--------|--------|-------|--------|--------|
|   |   | Name: |

----

 

**EXHIBITD-2**

 

**SECURITYHOLDERS AGREEMENT**

 

**Joinder**

 

The undersigned is executing and delivering this Joinder pursuant tothe Securityholders Agreement dated on or about the date hereof (as the samemay hereafter be amended, the “Securityholders Agreement”), amongVarietal Distribution Holdings, LLC (the “Company”), Madison DearbornCapital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P.,Madison Dearborn Capital Partners V Executive-A, L.P. and the other personsnamed as parties therein from time to time.

 

By executing and delivering to the Company this Joinder, theundersigned hereby agrees to become a party to, to be bound by, and to complywith the provisions of the Securityholders Agreement as a Securityholder and asan Executive in the same manner as if the undersigned were an originalsignatory to the Securityholders Agreement.

 

Accordingly, the undersigned has executed and delivered this Joinder asof                  ,2007.

 
|   | EXECUTIVE: |
|--------|------------|
|   |       |
|   |       |
|   |       |   |
|   | Name       |

 

----

 

**ANNEX1**

 

**SUPPLEMENTAL PROVISIONS FOR NON-US RESIDENTS**

 

If Executive is a resident (as indicated by the address for notices toExecutive set forth on the signature page hereto) of a country other than theUnited States, Executive represents, warrants and/or covenants to the Companyas follows:  (A) Executive is not a “U.S.person” (as defined in Rule 902 as promulgated under the Securities Act), (B)Executive is not acquiring any Purchased Securities for the account or benefitof any person who is a U.S. person and the issuance of the Purchased Securitiesto Executive constitutes an “Offshore Transaction,” as defined in Rule 902 aspromulgated under the Securities Act, (C) Executive will only transfer orresell the Purchased Securities, in whole or in part, in accordance with thePlan, this Agreement, the LLC Agreement, the Securityholders Agreement and (1)the provisions of Regulation S (Rule 901 through 905) and the Preliminary Notes(as defined in Regulation S), (2) pursuant to registration under the SecuritiesAct, or (3) pursuant to an available exemption from the registrationrequirements of the Securities Act, (D) Executive will not engage in hedgingtransactions with regard to any Purchased Securities unless in compliance withthe Securities Act and (E) Executive’s Purchased Securities have not beenregistered under the Securities Act and may not be offered or sold in theUnited States or to U.S. persons (other than distributors) unless suchsecurities are registered under the Securities Act, or an exemption from theregistration requirements of the Securities Act is available.

 

----

 

Named Executive Officer Invested Amounts

 
| John M. Ballbach      |   | -      |   | $      | 6,299,280 |   |
|-----------------------|--------|--------|--------|--------|-----------|--------|
|                  |   |   |   |   |      |
| Jack L. Wyszomierski  |   | -      |   | $      | 2,144,655 |   |
|                  |   |   |   |   |      |
| George Van Kula       |   | -      |   | $      | 1,800,000 |   |
|                  |   |   |   |   |      |
| Theodore C. Pulkownik |   | -      |   | $      | 2,500,000 |   |

 

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