**EXHIBIT 4.4**SHAREHOLDERS AGREEMENT     THIS SHAREHOLDERS AGREEMENT (the “*Agreement*”), by and among Coleman Cable, Inc., a Delawarecorporation (together with any successor entity thereto, the “*Company*”), and the existing holdersof the Company’s common stock (the “*Common Stock*”) (including their successors and assigns) listedon the signature pages hereto (collectively, the “*Existing Holders*”), will become effective anddated as of the date of the consummation of the offering of the Company’s common stock under Rule144A of the Securities Act of 1933, with Friedman, Billings, Ramsey & Co., Inc. (“*FBR*”), acting asInitial Purchaser and/or Placement Agent, provided that such offering is consummated before October31, 2006.     This Agreement is being executed in contemplation of the proposed purchase and sale orplacement of shares of the Company’s Common Stock (the “*Private Placement*”) pursuant to aPurchase/Placement Agreement (the “*Purchase/Placement Agreement*”) to be entered into by and betweenthe Company and FBR. In connection with the Private Placement, the Company will enter into aRegistration Rights Agreement with FBR pursuant to which the Company will grant to the investors inthe Private Placement certain registration rights (the “*Private Placement Registration RightsAgreement”*). The parties hereby agree as follows.1. Definitions     *Affiliate:*As to any specified Person, (i) any Person directly or indirectly owning,controlling or holding, with power to vote, 10% or more of the outstanding voting securities ofsuch other Person; (ii) any Person, 10% or more of whose outstanding voting securities are directlyor indirectly owned, controlled or held, with power to vote, by such other Person; (iii) any Persondirectly or indirectly controlling, controlled by or under common control with such other Person;(iv) any executive officer, director, trustee or general partner of such Person; and (v) any legalentity for which such Person acts as an executive officer, director, trustee or general partner.An indirect relationship shall include circumstances in which a Person’s spouse, children, parents,siblings or mother, father, sister- or brother-in-law is or has been associated with a Person.     *Business Day:*With respect to any act to be performed hereunder, each Monday, Tuesday,Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, NewYork or other applicable places where such act is to occur are authorized or obligated byapplicable law, regulation or executive order to close.     *Commission:*The Securities and Exchange Commission.     *Common Stock*: Shares of Common Stock of the Company.     *Exchange Act:*The Securities Exchange Act of 1934, as amended, and the rules and regulationspromulgated by the Commission pursuant thereto.     *Existing Holder Registrable Shares:*Shares of Common Stock held by Existing Holders(including shares now owned or subsequently acquired by an Existing Holder, but excluding
 

 
shares of Common Stock, if any, purchased by an Existing Holder in the Private Placement) that areeligible to be included in a Registration Statement, pursuant to the terms of this Agreement, atthe Existing Holder’s request, including any such shares received upon transfer thereof by theoriginal holder or any subsequent holder and any shares or other securities issued in respect ofsuch Existing Holder Registrable Shares by reason of or in connection with any stock dividend,stock distribution, stock split, purchase in any rights offering or in connection with any exchangefor or replacement of such Existing Holder Registrable Shares or any combination of shares,recapitalization, merger or consolidation, or any other equity securities issued pursuant to anyother pro rata distribution with respect to the Common Stock, until, in the case of any suchExisting Holder Registrable Shares, the earliest to occur of (i) the date on which such shares havebeen sold pursuant to an effective Registration Statement and (ii) the date on which all suchExisting Holder Registrable Shares held by such Existing Holder may be sold in a three-month periodwithout registration under the Securities Act pursuant to Rule 144 under the Securities Act.     *Investor Notice*: Written notice from an Existing Holder notifying the Selling Existing Holderthat such Existing Holder intends to exercise its Right of First Refusal as to a portion of theTransfer Stock with respect to any Proposed Existing Holder Transfer.     *IPO Registration Statement:*The registration statement of the Company relating to the initialpublic offering of the Common Stock, including the Prospectus, amendments and supplements to suchregistration statement or Prospectus, including pre- and post-effective amendments, all exhibitsthereto and all material incorporated by reference or deemed to be incorporated by reference, ifany, in such registration statement.     *Issuer Free Writing Prospectus:*An “issuer free writing prospectus” as defined in Rule 433under the Securities Act.     *NASD:*The National Association of Securities Dealers, Inc.     *Person:*An individual, partnership, corporation, trust, unincorporated organization,government or agency or political subdivision thereof, or any other legal entity.     *Proceeding:*An action, claim, suit or proceeding (including without limitation, aninvestigation or partial proceeding, such as a deposition), whether commenced or, to the knowledgeof the Person subject thereto, threatened.     *Proposed Existing Holder Transfer:*Any assignment, sale, pledge, hypothecation, dispositionor other like transfer of any Transfer Stock (or any interest therein) proposed by any of theExisting Holders.     *Proposed Transfer Notice:*Written notice from an Existing Holder setting forth the terms andconditions of a Proposed Existing Holder Transfer.     *Prospective Transferee:*Any person to whom an Existing Holder proposes to make a ProposedExisting Holder Transfer.
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     *Prospectus:*The prospectus included in any Registration Statement, including any preliminaryprospectus, and all other amendments and supplements to any such prospectus, includingpost-effective amendments, and all material incorporated by reference or deemed to be incorporatedby reference, if any, in such prospectus.     *Registration Expenses:*Any and all expenses incident to the performance of or compliance withthis Agreement, including, without limitation: (i) all Commission, securities exchange, NASDregistration, listing, inclusion and filing fees; (ii) all fees and expenses incurred in connectionwith compliance with international, federal or state securities or blue sky laws (including,without limitation, any registration, listing and filing fees and fees and disbursements of counselin connection with blue sky qualification of any of the Existing Holder Registrable Shares and thepreparation of a blue sky memorandum and compliance with the rules of the NASD); (iii) all expensesin preparing or assisting in preparing, word processing, duplicating, printing, delivering anddistributing any Registration Statement, any Prospectus, any amendments or supplements thereto, anyunderwriting agreements, securities sales agreements, certificates and any other documents relatingto the performance under and compliance with this Agreement; (iv) all fees and expenses incurred inconnection with the listing or inclusion of any of the Existing Holder Registrable Shares on anysecurities exchange or The NASDAQ Stock Market, Inc. pursuant to Section 4.1(m) of this Agreement;(v) the fees and disbursements of counsel for the Company and of the independent registered publicaccounting firm of the Company (including, without limitation, the expenses of any special auditand “cold comfort” letters required by or incident to the performance of this Agreement); (vi)reasonable fees and disbursements of one counsel, reasonably acceptable to the Company, for theExisting Holders, selected by the Existing Holders holding a majority of the Existing HolderRegistrable Shares (such counsel, “*Selling Holders’ Counsel*”); and (vii) any fees and disbursementscustomarily paid in issues and sales of securities (including the fees and expenses of any expertsretained by the Company in connection with any Registration Statement); *provided, however*, thatRegistration Expenses shall exclude brokers’ or underwriters’ discounts and commissions, if any,relating to the sale or disposition of the Existing Holder Registrable Shares by a holder of suchshares.     *Registration Statement:*Any registration statement of the Company that covers the resale ofExisting Holder Registrable Shares pursuant to the provisions of this Agreement, including theProspectus, amendments and supplements to such registration statement or Prospectus, including pre-and post-effective amendments, all exhibits thereto and all material incorporated by reference ordeemed to be incorporated by reference, if any, in such registration statement.     *Right of First Refusal:*The right, but not an obligation, of the Existing Holders, or theirpermitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to aProposed Existing Holder Transfer, on the terms and conditions specified in the Proposed TransferNotice.     *Rule 144:*Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.
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     *Rule 158:*Rule 158 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 415:*Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 424:*Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Rule 429:*Rule 429 promulgated by the Commission pursuant to the Securities Act, as such rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission as a replacement thereto having substantially the same effect as such rule.     *Securities Act:*The Securities Act of 1933, as amended, and the rules and regulationspromulgated by the Commission thereunder.     *Selling Existing Holder:*Any Existing Holder who proposes to transfer his or her Common Stockby issuing a Proposed Transfer Notice.     *Selling Holders’ Counsel:*As defined above under “Registration Expenses.”     *Transfer Stock:*Shares of Common Stock held by an Existing Holder(including shares now ownedor subsequently acquired by an Existing Holder) including any such shares received upon transferthereof by the original holder or any subsequent holder and any shares or other securities issuedin respect of such Transfer Stock by reason of or in connection with any stock dividend, stockdistribution, stock split, purchase in any rights offering or in connection with any exchange foror replacement of such Transfer Stock or any combination of shares, recapitalization, merger orconsolidation, or any other equity securities issued pursuant to any other pro rata distributionwith respect to the Common Stock, but excluding any shares of Preferred Stock or Common Stockissued or issuable upon conversion of Preferred Stock.     *Undersubscription Notice:*Written notice from an Existing Holder notifying the SellingExisting Holder that such Existing Holder intends to exercise its option to purchase all or anyportion of the Transfer Stock not purchased pursuant to the Right of First Refusal.     *Underwritten Offering*: A sale of securities of the Company to an underwriter or underwritersfor reoffering to the public.2. Right of First Refusal     2.1 *Grant*. Each Selling Existing Holder hereby unconditionally and irrevocably grants to theother Existing Holders a Right of First Refusal to purchase all or any portion of Transfer Stockthat such Selling Existing Holder may propose to transfer in a Proposed Existing
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Holder Transfer, at the same price and on the same terms and conditions as those offered tothe Prospective Transferee.          (a) *Notice*. Each Selling Existing Holder proposing to make a Proposed Existing HolderTransfer must deliver a Proposed Transfer Notice to each other Existing Holder and the Company notlater than ten (10) days prior to the consummation of such Proposed Existing Holder Transfer. SuchProposed Transfer Notice shall contain the material terms and conditions (including the price andform of consideration or method of determining price (for example, the closing price on a specifieddate)) of the Proposed Existing Holder Transfer and, except in the case of shares to be sold on anestablished market, the identity of the Prospective Transferee. To exercise its Right of FirstRefusal under this Section 2, the Existing Holder must deliver an Investor Notice to the SellingExisting Holder and the Company within five (5) days after delivery of the Proposed TransferNotice.          (b) *Undersubscription of Transfer Stock*. If options to purchase have been exercised by theExisting Holders with respect to some but not all of the Transfer Stock by the end of the five-dayperiod specified in the last sentence of Section 2.1(a) (the “*Investor Notice Period*”), then theCompany shall, immediately after the expiration of the Investor Notice Period, send written notice(the “*Company Undersubscription Notice*”) to those Existing Holders who fully exercised their Rightof First Refusal within the Investor Notice Period (the “*Exercising Investors*”). Each ExercisingInvestor shall, subject to the provisions of this Section 2.1(b), have an additional option topurchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stockon the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, anExercising Investor must deliver an Undersubscription Notice to the Selling Existing Holder and theCompany within three (3) days after the expiration of the Investor Notice Period. In the eventthere are two or more such Exercising Investors that choose to exercise the last-mentioned optionfor a total number of remaining shares in excess of the number available, the remaining sharesavailable for purchase under this Section 2.1(b) shall be allocated to such Exercising Investorspro rata based on the number of shares of Transfer Stock such Exercising Investors have elected topurchase pursuant to the Right of First Refusal (without giving effect to any shares of TransferStock that any such Exercising Investor has elected to purchase pursuant to the CompanyUndersubscription Notice). If the options to purchase the remaining shares are exercised in fullby the Exercising Investors, the Company shall immediately notify all of the Exercising Investorsand the Selling Existing Holder of that fact.          (c) *Forfeiture of Rights*. Notwithstanding the foregoing, if the total number of shares ofTransfer Stock that the Existing Holders have agreed to purchase in the Investor Notices andUndersubscription Notices is less than the total number of shares of Transfer Stock, then theExisting Holders shall be deemed to have forfeited any right to purchase such Transfer Stock, andthe Selling Existing Holder shall be free to sell all, but not less than all, of the Transfer Stockto the Prospective Transferee (except in the case of a sale on an established market) on terms andconditions substantially similar to (and in no event more favorable than) the terms and conditionsset forth in the Proposed Transfer Notice, it being understood and agreed that such sale shall beconsummated within forty-five (45) days after receipt of the Proposed Transfer Notice by theCompany and, if such sale is not consummated within such forty-five (45) day period, such saleshall again become subject to the Right of First Refusal Right on the terms set forth herein.
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          (d) *Consideration; Closing*. If the consideration proposed to be paid for the Transfer Stockis in property, services or other non-cash consideration, the fair market value of theconsideration shall be as determined in good faith by the Company’s Board of Directors. If anyExisting Holder cannot for any reason pay for the Transfer Stock in the same form of non-cashconsideration, such Existing Holder may pay the cash value equivalent thereof, as determined ingood faith by the Board of Directors. The closing of the purchase of Transfer Stock by theExisting Holders shall take place, and all payments from the Existing Holders shall have beendelivered to the Selling Existing Holder, by the later of (i) the date specified in the ProposedTransfer Notice as the intended date of the Proposed Existing Holder Transfer and (ii) ten (10)days after delivery of the Proposed Transfer Notice.     2.2 *Exempt Transfers*          (a) *Exempted Transfers*. Notwithstanding the foregoing or anything to the contrary herein, theprovisions of Sections 2.1 shall not apply: (i) in the case of an Existing Holder that is anentity, upon a transfer by such Existing Holder to its stockholders, members, partners or otherequity holders or, in the case of a trust, its beneficiaries, (ii) to a repurchase of TransferStock from an Existing Holder by the Company, (iii) to a pledge of Transfer Stock that creates amere security interest in the pledged Transfer Stock, *provided*that the pledgee thereof agrees inwriting in advance to be bound by and comply with all applicable provisions of this Agreement tothe same extent as if it were the Existing Holder making such pledge, (iv) in the case of anExisting Holder that is a natural person, upon a transfer of Transfer Stock by such Existing Holdermade for bona fide estate planning purposes, either during his or her lifetime or on death by willor intestacy to his or her spouse, child (natural or adopted), or any other direct linealdescendant of such Existing Holder (or his or her spouse) (all of the foregoing collectivelyreferred to as “*family members*”), or any other relative approved by the Board of Directors of theCompany, or any custodian or trustee of any trust, partnership or limited liability company for thebenefit of, or the ownership interests of which are owned wholly by, such Existing Holder or anysuch family members or (v) to another Existing Holder; *provided*that in the case of clauses (i),(iii) and (iv), the Existing Holder shall deliver prior written notice to the other ExistingHolders of such pledge, gift or transfer and such shares of Transfer Stock shall at all timesremain subject to the terms and restrictions set forth in this Agreement and such transferee shall,as a condition to such issuance, deliver a counterpart signature page to this Agreement asconfirmation that such transferee shall be bound by all the terms and conditions of this Agreementas an Existing Holder (but only with respect to the securities so transferred to the transferee),including the obligations of an Existing Holder with respect to Proposed Existing Holder Transfersof such Transfer Stock.          (b) *Exempted Offerings*. Notwithstanding the foregoing or anything to the contrary herein, theprovisions of Section 2 shall not apply to the sale of any Transfer Stock (i) to the public in anoffering pursuant to an effective registration statement under the Securities Act (a “*PublicOffering*”) or (ii) pursuant to any voluntary or involuntary liquidation, dissolution or winding upof the affairs of the Company.
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3. Registration Rights     3.1 *Piggyback Registration Rights.*Whenever the Company registers shares of Common Stockunder the Securities Act (other than pursuant to a Registration Statement on Form S-4 or anysimilar form for the registration of shares to be issued in connection with business combinationtransactions or similar transactions or Form S-8 or any similar form for the registration of sharesto be issued pursuant to benefit plans or arrangements, or successor forms) and the registrationform to be used may be used for the registration of Existing Holder Registrable Shares (a“*Piggyback Registration*”), the Company will give prompt written notice (and in any event at leasttwenty (20) days prior to the filing of any Registration Statement) to the Existing Holders of itsintention to effect such a registration and will include in such Registration Statement allExisting Holder Registrable Shares with respect to which the Company has received written requestsfor inclusion therein within ten (10) days after the Company’s notice has been given, subject toSection 3.2 hereof. The Company will have the right to select the managing underwriters in anyunderwritten Piggyback Registration in which the Company is selling shares of Common Stock. TheCompany shall have the right to terminate or withdraw any Registration Statement prior to theeffectiveness of such registration whether or not any Existing Holder has elected to includeExisting Holder Registrable Shares in such registration, and such termination or withdrawal shallnot create any additional rights for the Existing Holders or create any additional obligations ofthe Company to such Existing Holders.     3.2 *Underwriting*. The Company shall advise all Existing Holders of the underwriter for theUnderwritten Offering proposed under a Registration Statement. The right of any such ExistingHolder’s Registrable Shares to be included in the Registration Statement shall be conditioned uponsuch holder’s participation in such underwriting and the inclusion of such holder’s Existing HolderRegistrable Shares in the underwriting to the extent provided herein. All Existing Holdersproposing to distribute their Existing Holder Registrable Shares through such underwriting shallenter into an underwriting agreement in customary form with the managing underwriter(s) selectedfor such underwriting and complete and execute any questionnaires, powers of attorney, indemnities,securities escrow agreements and other documents reasonably required under the terms of suchunderwriting, and furnish to the Company such information as the Company may reasonably request inwriting for inclusion in the Registration Statement; *provided*, *however*, that no Existing Holdershall be required to make any representations or warranties to or agreements with the Company orthe underwriters other than representations, warranties or agreements regarding such ExistingHolder and certain reasonable representations customarily given in an underwritten offering by aselling shareholder, including, but not limited to, title, authority and such holder’s intendedmethod of distribution. Notwithstanding any other provision of this Agreement, if the managingunderwriter(s) determine(s) in good faith that marketing (or other) factors require a limitation onthe number of shares to be included, then the managing underwriter(s) may exclude shares (includingany or all Existing Holder Registrable Shares) from the Registration Statement and UnderwrittenOffering, and any shares included in such Registration Statement and Underwritten Offering shall beallocated first, to the Company, second, solely in connection with the IPORegistration Statement, to holders entitled to include shares in the IPO Registration Statementpursuant to the terms of the Private Placement Registration Rights Agreement, third, to G.Gary Yetman, Richard N. Burger and Jeffrey D. Johnson and their respective affiliates (on a prorata basis based on the total number of Existing Holder Registrable Shares then held by suchExisting
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Holder who is requesting inclusion), fourth, to each of the Existing Holdersrequesting inclusion of their Existing Holder Registrable Shares in such IPO Registration Statement(on a pro rata basis based on the total number of Existing Holder Registrable Shares then held bysuch Existing Holder who is requesting inclusion), and fifth, to other shareholders thatmay be granted registration rights in accordance with the terms hereof and the Private PlacementRegistration Rights Agreement.     3.3 *Market Standoff*. Other than as to Existing Holder Registrable Shares to be included inthe IPO Registration Statement, each Existing Holder agrees not to effect any public sale ordistribution of securities of the Company of the same or similar class or classes of the securitiesincluded in the IPO Registration Statement or any securities convertible into or exchangeable orexercisable for such securities (including a sale pursuant to Rule 144 or Rule 144A under theSecurities Act) during such periods as reasonably requested by the underwriters (but in no eventfor a period longer than 30 days prior to and 180 days following the effective date of the IPORegistration Statement) and agrees to enter into the managing underwriter’s standard and customaryform of market stand-off agreement in connection with the IPO Registration Statement.     3.4 *Expenses*. The Company shall pay all Registration Expenses in connection with theregistration of the Existing Holder Registrable Shares pursuant to this Agreement. Each ExistingHolder participating in a registration pursuant to this Agreement shall bear such holder’sproportionate share (based on the total number of Existing Holder Registrable Shares sold in suchregistration) of all discounts and commissions payable to underwriters or brokers in connectionwith a registration of Existing Holder Registrable Shares pursuant to this Agreement.4. Registration Procedures     4.1 Subject to the terms of this Agreement, and subject to the obligations of the Companyunder the Private Placement Registration Rights Agreement, in connection with any PiggybackRegistration, the Company shall:          (a) notify Selling Holders’ Counsel, in writing, at least ten (10) Business Days prior tofiling a Registration Statement, of its intention to file a Registration Statement with theCommission and provide a copy of the Registration Statement to Selling Holders’ Counsel for reviewand comment; take commercially reasonable steps to ensure that the Registration Statement(s) shall(i) comply as to form in all material respects with the requirements of the applicable form andinclude all financial statements required by the Commission to be filed therewith and (ii) bereasonably acceptable to Selling Holders’ Counsel;          (b) furnish to the Existing Holders, without charge, as many copies of each Prospectus,including each preliminary Prospectus, and any amendment or supplement thereto and such otherdocuments as such holder may reasonably request, in order to facilitate the public sale or otherdisposition of the Existing Holder Registrable Shares; the Company consents to the use of suchProspectus, including each preliminary Prospectus, by the Existing Holders, if any, in connectionwith the offering and sale of the Existing Holder Registrable Shares covered by any suchProspectus;
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          (c) use its commercially reasonable efforts to register or qualify, or obtain exemption fromregistration or qualification for, all Existing Holder Registrable Shares by the time theapplicable Registration Statement is declared effective by the Commission under all applicablestate securities or “blue sky” laws of such jurisdictions as any Existing Holder of Existing HolderRegistrable Shares covered by a Registration Statement shall reasonably request in writing, keepeach such registration or qualification or exemption effective during the period such RegistrationStatement is effective and do any and all other acts and things that may be reasonably necessary oradvisable to enable such Existing Holder to consummate the disposition in each such jurisdiction ofsuch Registrable Shares owned by such holder; *provided, however,*that the Company shall not berequired to (i) qualify generally to do business in any jurisdiction where it would not otherwisebe required to qualify but for this Section 4.1(c) except as may be required by the Securities Act,(ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service ofprocess in any such jurisdiction;          (d) use its commercially reasonable efforts to cause all Existing Holder Registrable Sharescovered by such Registration Statement to be registered and approved by such other governmentalagencies or authorities as may be necessary to enable the Existing Holders thereof to consummatethe disposition of such Existing Holder Registrable Shares;          (e) (i) notify each Existing Holder promptly and, if requested by any Existing Holder, confirmsuch advice in writing (A) when a Registration Statement has become effective and when anypost-effective amendments and supplements thereto become effective, (B) of the issuance by theCommission or any state securities authority of any stop order suspending the effectiveness of aRegistration Statement or the initiation of any proceedings for that purpose, (C) of any request bythe Commission or any other federal, state or foreign governmental authority for (I) amendments orsupplements to a Registration Statement or related Prospectus or (II) additional information and(D) of the happening of any event during the period a Registration Statement is effective as aresult of which such Registration Statement or the related Prospectus or any document incorporatedby reference therein contains any untrue statement of a material fact or omits to state anymaterial fact required to be stated therein or necessary to make the statements therein notmisleading (which information shall be accompanied by an instruction to suspend the use of theProspectus until the requisite changes have been made) and (ii) at the request of any such ExistingHolder, promptly to furnish to such Existing Holder a reasonable number of copies of a supplementto or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to thepurchaser of such securities, such Prospectus shall not include an untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary to make thestatements therein not misleading;          (f) make every reasonable effort to avoid the issuance of, or if issued, to obtain thewithdrawal of, any order enjoining or suspending the use or effectiveness of a RegistrationStatement or suspending of the qualification (or exemption from qualification) of any of theExisting Holder Registrable Shares for sale in any jurisdiction, as promptly as practicable;          (g) upon request, furnish to each requesting holder of Existing Holder Registrable Shares,without charge, at least one conformed copy of each Registration Statement and any post-effectiveamendment or supplement thereto (without documents incorporated therein by reference or exhibitsthereto, unless requested);
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          (h) except as provided in Section 5 upon the occurrence of any event contemplated by Section4.1(e)(i)(D) hereof, as promptly as practicable prepare and file with the Commission a supplementor post-effective amendment to a Registration Statement or the related Prospectus or any documentincorporated therein by reference or file any other required document so that, as thereafterdelivered to the purchasers of the Existing Holder Registrable Shares, such Prospectus will notcontain any untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein, in the light of the circumstances underwhich they were made, not misleading;          (i) if requested by the representative of the underwriters, if any, or any Existing Holders ofExisting Holder Registrable Shares being sold in connection with such offering, (i) promptlyincorporate in a Prospectus supplement or post-effective amendment such information as therepresentative of the underwriters, if any, or such Existing Holders indicate relates to them orthat they reasonably request be included therein and (ii) make all required filings of suchProspectus supplement or such post-effective amendment as soon as practicable after the Company hasreceived notification of the matters to be incorporated in such Prospectus supplement orpost-effective amendment;          (j) in the case of an Underwritten Offering, use its commercially reasonable efforts tofurnish to the underwriters a signed counterpart, addressed to each the underwriters, of: (i) anopinion of counsel for the Company, dated the date of each closing under the underwritingagreement, reasonably satisfactory to the underwriters; and (ii) a “comfort” letter, dated theeffective date of such Registration Statement and the date of each closing under the underwritingagreement, signed by the independent public accountants who have certified the Company’s financialstatements included in such Registration Statement, covering substantially the same matters withrespect to such Registration Statement (and the Prospectus included therein) and with respect toevents subsequent to the date of such financial statements, as are customarily covered inaccountants’ letters delivered to underwriters in underwritten public offerings of securities andsuch other financial matters as the underwriters may reasonably request;          (k) enter into customary agreements (including in the case of an Underwritten Offering, anunderwriting agreement in customary form) and take all other action in connection therewith inorder to expedite or facilitate the distribution of any Existing Holder Registrable Shares includedin such Registration Statement and, in the case of an Underwritten Offering, make representationsand warranties to the underwriters in such form and scope as are customarily made by issuers tounderwriters in underwritten offerings and confirm the same to the extent customary if and whenrequested;          (l) make available for inspection by representatives of the Existing Holders and therepresentative of any underwriters participating in any disposition pursuant to a RegistrationStatement and any special counsel or accountants retained by such holders or underwriters, allfinancial and other records, pertinent corporate documents and properties of the Company and causethe respective officers, directors and employees of the Company to supply all informationreasonably requested by any such representatives, the representative of the underwriters, counselthereto or accountants in connection with a Registration Statement; *provided, however,*that suchrecords, documents or information that the Company determines, in good faith, to be confidentialand notifies such representatives, representative of the underwriters, counsel thereto or
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accountants are confidential shall not be disclosed by the representatives, representative ofthe underwriters, counsel thereto or accountants unless (i) the disclosure of such records,documents or information is necessary to avoid or correct a misstatement or omission in aRegistration Statement or Prospectus, (ii) the release of such records, documents or information isordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) suchrecords, documents or information have been generally made available to the public;          (m) use its commercially reasonable efforts (including, without limitation, seeking to cureany deficiencies cited by the exchange or market in the Company’s listing or inclusion application)to list or include all Existing Holder Registrable Shares on any stock exchange or market on whichthe Common Stock is then listed or to be listed;          (n) (i) otherwise use its commercially reasonable efforts to comply with all applicable rulesand regulations of the Commission, (ii) make generally available to its shareholders, as soon asreasonably practicable, earnings statements covering at least 12 months that satisfy the provisionsof Section 11(a) of the Securities Act and Rule 158 (or any similar rule promulgated under theSecurities Act) thereunder, but in no event later than 90 days after the end of each fiscal year ofthe Company and (iii) not file any Registration Statement or Prospectus or amendment or supplementto such Registration Statement or Prospectus to which any holder of Existing Holder RegistrableShares covered by any Registration Statement shall have reasonably objected on the grounds thatsuch Registration Statement or Prospectus or amendment or supplement does not comply in allmaterial respects with the requirements of the Securities Act;          (o) provide and cause to be maintained a registrar and transfer agent for all registrableshares covered by any Registration Statement from and after a date not later than the effectivedate of such Registration Statement; and          (p) in connection with any sale or transfer of the Existing Holder Registrable Shares (whetheror not pursuant to a Registration Statement) that will result in the securities being delivered nolonger being Existing Holder Registrable Shares, cooperate with the Existing Holders and therepresentative of the underwriters, if any, to facilitate the timely preparation and delivery ofcertificates representing the Existing Holder Registrable Shares to be sold, which certificatesshall not bear any transfer restrictive legends and to enable such Registrable Shares to be in suchdenominations and registered in such names as the representative of the underwriters, if any, orthe Existing Holders may request.     The Company may require the Existing Holders to furnish to the Company such informationregarding the proposed distribution by such holder of such Existing Holder Registrable Shares asthe Company may from time to time reasonably request in writing or as shall be required to effectthe registration of the Existing Holder Registrable Shares, and no Existing Holder shall beentitled to be named as a selling shareholder in any Registration Statement and no Existing Holdershall be entitled to use the Prospectus forming a part thereof if such holder does not provide suchinformation to the Company. Each Existing Holder further agrees to furnish promptly to the Companyin writing all information required from time to time to make the information previously furnishedby such holder not misleading.
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     Each Existing Holder agrees that, upon receipt of any notice from the Company of the happeningof any event of the kind described in Section 4.1(e)(i)(C)(I) or 4.1(e)(i)(D) hereof, such holderwill immediately discontinue disposition of Existing Holder Registrable Shares pursuant to aRegistration Statement until such holder’s receipt of the copies of the supplemented or amendedProspectus. If so directed by the Company, such holder will deliver to the Company (at the expenseof the Company) all copies in its possession, other than permanent file copies then in suchholder’s possession, of the Prospectus covering such Existing Holder Registrable Shares current atthe time of receipt of such notice.5. *Black-Out Period*     5.1 Subject to the provisions of this Section 5, the Company, by written notice to theExisting Holders, may direct the Existing Holders to suspend sales of the Existing HolderRegistrable Shares pursuant to a Registration Statement for such times as the Company reasonablymay determine is necessary and advisable if any of the following events shall occur: (i) the Boardof Directors of the Company shall have determined in good faith that (A) the offer or sale of anyExisting Holder Registrable Shares would materially impede, delay or interfere with any proposedfinancing, offer or sale of securities, acquisition, merger, tender offer, business combination,corporate reorganization or other significant transaction involving the Company, (B) after theadvice of counsel, the sale of Existing Holder Registrable Shares pursuant to the RegistrationStatement would require disclosure of non-public material information not otherwise required to bedisclosed under applicable law, and (C) (I) the Company has a bona fide business purpose forpreserving the confidentiality of such transaction, (II) disclosure would have a material adverseeffect on the Company or the Company’s ability to consummate such transaction, or (III) renders theCompany unable to comply with Commission requirements, in each case under circumstances that wouldmake it impractical or inadvisable to cause the Registration Statement (or such filings) to becomeeffective or to promptly amend or supplement the Registration Statement on a post-effective basis,as applicable; or (ii) the Board of Directors of the Company shall have determined in good faith,after the advice of counsel, that it is required by law, rule or regulation or that it is in thebest interests of the Company to supplement the Registration Statement or file a post-effectiveamendment to the Registration Statement in order to incorporate information into the RegistrationStatement for the purpose of (A) including in the Registration Statement any prospectus requiredunder Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in theRegistration Statement any facts or events arising after the effective date of the RegistrationStatement (or of the most recent post-effective amendment) that, individually or in the aggregate,represents a fundamental change in the information set forth therein; or (C) including in theprospectus included in the Registration Statement any material information with respect to the planof distribution not disclosed in the Registration Statement or any material change to suchinformation.     5.2 In the case of an event that causes the Company to suspend the use of a RegistrationStatement (a “*Suspension Event*”), the Company shall give written notice (a “*Suspension Notice*”) tothe Existing Holders to suspend sales of the Existing Holder Registrable Shares. The ExistingHolders shall not effect any sales of the Existing Holder Registrable Shares pursuant to suchRegistration Statement (or such filings) at any time after it has received a Suspension Notice fromthe Company and prior to receipt of an End of Suspension Notice (as defined below). If so directedby the Company, each Existing Holder will deliver to the
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Company (at the expense of the Company) all copies other than permanent file copies then insuch holder’s possession of the Prospectus covering the Existing Holder Registrable Shares at thetime of receipt of the Suspension Notice. The Existing Holders may recommence effecting sales ofthe Existing Holder Registrable Shares pursuant to the Registration Statement (or such filings)following further notice to such effect (an “*End of Suspension Notice*”) from the Company, which Endof Suspension Notice shall be given by the Company to the Existing Holders in the manner describedabove promptly following the conclusion of any Suspension Event and its effect.6. Indemnification and Contribution     6.1 The Company agrees to indemnify and hold harmless (i) each holder of Existing HolderRegistrable Shares, (ii) each Person, if any, who controls (within the meaning of Section 15 of theSecurities Act or Section 20(a) of the Exchange Act) any such Person described in clause (i) (anyof the Persons referred to in this clause (ii) being hereinafter referred to as a “*ControllingPerson*”), and (iii) the respective officers, directors, partners, employees, representatives andagents of any such Person or any Controlling Person (any Person referred to in clause (i), (ii) or(iii) above may hereinafter be referred to as an “*Indemnitee*”), to the fullest extent lawful, fromand against any and all losses, claims, damages, judgments, actions, out-of-pocket expenses, andother liabilities (the “*Liabilities*”), including without limitation and as incurred, reimbursementof all reasonable costs of investigating, preparing, pursuing or defending any claim or action, orany investigation or proceeding by any governmental agency or body, commenced or threatened,including the reasonable fees and expenses of counsel to any Indemnitee, joint or several, directlyor indirectly related to, based upon, arising out of or in connection with any untrue statement oralleged untrue statement of a material fact contained in any Registration Statement (or anyamendment thereto), any Prospectus (or any amendment or supplement thereto) or any Issuer FreeWriting Prospectus (or any amendment or supplement thereto), or any preliminary Prospectus, or anyomission or alleged omission to state therein a material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances under which they were made,not misleading, except insofar as such Liabilities arise out of or are based upon any untruestatement or omission or alleged untrue statement or omission made in reliance upon and inconformity with information relating to any Indemnitee furnished to the Company or any underwriterin writing by such Indemnitee expressly for use therein. The indemnity provided for herein shallremain in full force and effect regardless of any investigation made by or on behalf of anyIndemnitee.     6.2 In connection with any Registration Statement in which a holder of Existing HolderRegistrable Shares is participating, such holder agrees, severally and not jointly, to indemnifyand hold harmless the Company, each Person who controls the Company within the meaning of Section15 of the Securities Act or Section 20(a) of the Exchange Act and the respective partners,directors, officers, members, representatives, employees and agents of such Person or ControllingPerson to the same extent as the foregoing indemnity from the Company to each Indemnitee, but onlywith reference to untrue statements or omissions or alleged untrue statements or omissions made inreliance upon and conformity with information relating to such holder furnished to the Company inwriting by such holder expressly for use in such Registration Statement (or any amendment thereto),Prospectus (or any amendment or supplement thereto), Issuer Free Writing Prospectus (or anyamendment or supplement thereto) or any preliminary
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Prospectus. The liability of any holder pursuant to this paragraph shall in no event exceedthe net proceeds received by such holder from sales of Existing Holder Registrable Shares pursuantto such Registration Statement (or any amendment thereto), Prospectus (or any amendment orsupplement thereto), Issuer Free Writing Prospectus (or any amendment or supplement thereto) or anypreliminary Prospectus.     6.3 If any Proceeding (including any governmental or regulatory investigation) or demand shallbe brought or asserted against any Person in respect of which indemnity may be sought pursuant toSection 6.1 or 6.2 above, such Person (the “*Indemnified Party*”) shall promptly notify the Personagainst whom such indemnity may be sought (the “*Indemnifying Party*”) in writing of the commencementthereof (but the failure to so notify an Indemnifying Party shall not relieve it from any liabilitywhich it may have under this Section 6, except to the extent the Indemnifying Party is materiallyprejudiced by the failure to give notice), and the Indemnifying Party, upon request of theIndemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party torepresent the Indemnified Party and any others the Indemnifying Party may reasonably designate insuch Proceeding and shall pay the reasonable fees and expenses actually incurred by such counselrelated to such Proceeding. Notwithstanding the foregoing, in any such Proceeding, any IndemnifiedParty shall have the right to retain its own counsel, but the fees and expenses of such counselshall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and theIndemnified Party shall have mutually agreed in writing to the contrary, (ii) the IndemnifyingParty failed within a reasonable time after notice of commencement of the action to assume thedefense and employ counsel reasonably satisfactory to the Indemnified Party, (iii) the IndemnifyingParty and its counsel do not pursue the defense of such action or (iv) the named parties to anysuch action (including any impleaded parties) include both such Indemnified Party and IndemnifyingParty, or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have beenreasonably advised by counsel that, either (A) there may be one or more legal defenses available toit which are different from or additional to those available to the Indemnifying Party or suchAffiliate of the Indemnifying Party which defenses are not being pursued on behalf of theIndemnified Party or (B) a conflict may exist between such Indemnified Party and the IndemnifyingParty or such Affiliate of the Indemnifying Party (in which case the Indemnifying Party shall nothave the right to assume nor direct the defense of such action on behalf of such Indemnified Party;it being understood, however, that the Indemnifying Party shall not, in connection with any onesuch action or separate but substantially similar or related actions in the same jurisdictionarising out of the same general allegations or circumstances, be liable for the fees and expensesof more than one separate firm of attorneys (in addition to any local counsel) for all suchIndemnified Parties, which firm shall be designated in writing by those Indemnified Parties whosold a majority of the Existing Holder Registrable Shares sold by all such Indemnified Parties andany such separate firm for the Company, the directors, the officers and such control Persons of theCompany as shall be designated in writing by the Company). The Indemnifying Party shall not beliable for any settlement of any Proceeding effected without its written consent, but if settledwith such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agreesto indemnify any Indemnified Party from and against any Liability by reason of such settlement orjudgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,effect any settlement of any pending or threatened Proceeding in respect of which any IndemnifiedParty is or could have been a party and indemnity could have been sought hereunder by suchIndemnified Party, unless such settlement
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includes an unconditional release of such Indemnified Party from all liability on claims thatare the subject matter of such Proceeding.     6.4 If the indemnification provided for in Sections 6.1 and 6.2 is for any reason held to beunavailable to an Indemnified Party in respect of any Liabilities referred to therein (other thanby reason of the exceptions provided therein) or is insufficient to hold harmless a partyindemnified thereunder, then each Indemnifying Party under such paragraphs, in lieu of indemnifyingsuch Indemnified Party thereunder, shall contribute to the amount paid or payable by suchIndemnified Party as a result of such Liabilities (i) in such proportion as is appropriate toreflect the relative benefits of the Indemnified Party on the one hand and the IndemnifyingParty(ies) on the other in connection with the statements or omissions that resulted in suchLiabilities, or (ii) if the allocation provided by clause (i) above is not permitted by applicablelaw, in such proportion as is appropriate to reflect not only the relative benefits referred to inclause (i) above but also the relative fault of the Indemnifying Party(ies) and the IndemnifiedParty, as well as any other relevant equitable considerations. The relative fault of the Companyon the one hand and any Indemnitees on the other shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact or the omission oralleged omission to state a material fact relates to information supplied by the Company or by suchIndemnitees and the parties’ relative intent, knowledge, access to information and opportunity tocorrect or prevent such statement or omission.     6.5 The parties agree that it would not be just and equitable if contribution pursuant to thisSection 6 were determined by *pro rata*allocation (even if such Indemnified Parties were treated asone entity for such purpose), or by any other method of allocation that does not take account ofthe equitable considerations referred to in Section 6.4 above. The amount paid or payable by anIndemnified Party as a result of any Liabilities referred to in Section 6.4 shall be deemed toinclude, subject to the limitations set forth above, any reasonable legal or other expensesactually incurred by such Indemnified Party in connection with investigating or defending any suchaction or claim. Notwithstanding the provisions of this Section 6, in no event shall a Indemniteebe required to contribute any amount in excess of the amount by which the net proceeds received bysuch Indemnitee from sales of Existing Holder Registrable Shares, as applicable, exceeds the amountof any damages that such Indemnitee has otherwise been required to pay by reason of such untrue oralleged untrue statement or omission or alleged omission. For purposes of this Section 6, eachPerson, if any, who controls (within the meaning of Section 15 of the Securities Act or Section20(a) of the Exchange Act) a holder of Existing Holder Registrable Shares shall have the samerights to contribution as such holder, and each Person, if any, who controls (within the meaning ofSection 15 of the Securities Act or Section 20(a) of the Exchange Act) the Company, and eachofficer, director, partner, employee, representative, agent or manager of the Company shall havethe same rights to contribution as the Company. Any party entitled to contribution will, promptlyafter receipt of notice of commencement of any action, suit or proceeding against such party inrespect of which a claim for contribution may be made against another party or parties, notify eachparty or parties from whom contribution may be sought, but the omission to so notify such party orparties shall not relieve the party or parties from whom contribution may be sought from anyobligation it or they may have under this Section 6 or otherwise, except to the extent that anyparty is materially prejudiced by the failure to give notice. No Person guilty of fraudulentmisrepresentation (within
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the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from anyPerson who was not guilty of such fraudulent misrepresentation.     6.6 The indemnity and contribution agreements contained in this Section 6 will be in additionto any liability which the Indemnifying Parties may otherwise have to the Indemnified Partiesreferred to above. The Indemnitee’s obligations to contribute pursuant to this Section 6 areseveral in proportion to the respective number of Shares sold by each of the Indemnitees hereunderand not joint.7. Miscellaneous     7.1 *Remedies*. In the event of a breach by the Company of any of its obligations under thisAgreement, each Existing Holder, in addition to being entitled to exercise all rights providedherein or granted by law, including recovery of damages, will be entitled to specific performanceof its rights under this Agreement. Subject to Section 6, the Company agrees that monetary damageswould not be adequate compensation for any loss incurred by reason of a breach by it of any of theprovisions of this Agreement and hereby further agrees that, in the event of any action forspecific performance in respect of such breach, it shall waive the defense that a remedy at lawwould be adequate.     7.2 *Amendments and Waivers*. The provisions of this Agreement, including the provisions ofthis sentence, may not be amended, modified or supplemented, and waivers or consents to ordepartures from the provisions hereof may not be given, without the written consent of the holdersof two-thirds of the shares subject to this Agreement. No amendment shall be deemed effectiveunless it applies uniformly to all Existing Holders. Notwithstanding the foregoing, a waiver orconsent to or departure from the provisions hereof with respect to a matter that relatesexclusively to the rights of an Existing Holder whose securities are being sold pursuant to aRegistration Statement and that does not directly or indirectly affect, impair, limit or compromisethe rights of other holders may be given by such holder; *provided*that the provisions of thissentence may not be amended, modified or supplemented except in accordance with the provisions ofthe immediately preceding sentence.     7.3 *Notices*. All notices and other communications given or made pursuant to this Agreementshall be in writing and shall be deemed effectively given and received: (a) upon personal deliveryto the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent duringnormal business hours of the recipient, and if not so confirmed, then on the next business day, (c)five (5) days after having been sent by registered or certified mail, return receipt requested,postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnightcourier, specifying next business day delivery, with written verification of receipt:          (a) if to an Existing Holder, at the most current address given by the transfer agent andregistrar of the Shares to the Company; and          (b) if to the Company at the offices of the Company at Coleman Cable, Inc., 1530 ShieldsDrive, Waukegan, Illinois 60085, Attention: Gary Yetman (facsimile (847) 689-9099); with a copy(which shall not constitute notice) to Mayer Brown Rowe & Maw LLP, 71 South
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Wacker Drive, Chicago, IL 60606, Attention: James J. Junewicz, Esq. (facsimile (312)706-8157).     7.4 *Successors and Assigns*. This Agreement shall inure to the benefit of and be binding uponthe successors and assigns of each of the parties hereto, including, without limitation and withoutthe need for an express assignment or assumption, subsequent Existing Holders.     7.5 *Counterparts*. This Agreement may be executed in any number of counterparts and by theparties hereto in separate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the same agreement.     7.6 *Headings*. The headings in this Agreement are for convenience of reference only and shallnot limit or otherwise affect the meaning hereof.     7.7 *Governing Law*. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF ILLINOIS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OFILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBYIRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE COURT IN THE STATE OF ILLINOIS OR ANY FEDERALCOURT SITTING IN ILLINOIS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY ANDUNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLYWAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT ITMAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHTIN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURTHAS BEEN BROUGHT IN AN INCONVENIENT FORUM.     7.8 *Severability*. If any term, provision, covenant or restriction of this Agreement is heldby a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainderof the terms, provisions, covenants and restrictions set forth herein shall remain in full forceand effect and shall in no way be affected, impaired or invalidated, and the parties hereto shalluse their commercially reasonable efforts to find and employ an alternative means to achieve thesame or substantially the same result as that contemplated by such term, provision, covenant orrestriction. It is hereby stipulated and declared to be the intention of the parties hereto thatthey would have executed the remaining terms, provisions, covenants and restrictions withoutincluding any of such that may be hereafter declared invalid, illegal, void or unenforceable.     7.9 *Entire Agreement*. This Agreement is intended by the parties hereto as a final expressionof their agreement, and is intended to be a complete and exclusive statement of the
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agreement and understanding of the parties hereto in respect of the subject matter containedherein.     7.10 *Adjustment for Stock Splits, etc.*Wherever in this Agreement there is a reference to aspecific number of shares, then upon the occurrence of any subdivision, combination, or stockdividend of such shares, the specific number of shares payable with respect to any such RegistrableShares so referenced in this Agreement shall automatically be proportionally adjusted to reflectthe effect on the outstanding shares of such class or series of stock by such subdivision,combination, or stock dividend.     7.11 *Survival*. This Agreement shall remain in full force and effect in accordance with itsterms until the seventh anniversary of the initial closing of the Private Placement , although itmay be terminated earlier with the written consent of the holders of two-thirds of the sharessubject to this Agreement. The indemnification and contribution obligations under Section 6 ofthis Agreement shall survive the termination of the Company’s obligations under Section 3 of thisAgreement.[Signature page follows]
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**IN WITNESS WHEREOF**, the parties have executed this Agreement effective as of the date specifiedabove.       **COMPANY:**         COLEMAN CABLE, INC.     /s/ Richard N. Burger Richard N. Burger