Exhibit 10.5


 


Execution Copy


Confidential


 


EMPLOYEE SHAREHOLDERS AGREEMENT


 


dated as of


 


May 30, 2008


 


among


 


LANTHEUS MI HOLDINGS, INC.,


 


AVISTA CAPITAL PARTNERS, L.P.,


 


AVISTA CAPITAL PARTNERS
(OFFSHORE), L.P.,


 


ACP-LANTERN CO-INVEST LLC


 


and


 


CERTAIN EMPLOYEE SHAREHOLDERS
NAMED HEREIN


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 1

  	
   

  	
   

  
	
   

  	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02.

  	
  Other
  Definitional and Interpretative Provisions

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 2

  	
   

  	
   

  
	
   

  	
  CORPORATE GOVERNANCE

  	
   

  	
   

  
	
   

  	
  8

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Composition
  of the Board

  	
   

  	
  8

  
	
  Section 2.02.

  	
  Irrevocable
  Proxy

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 3

  	
   

  	
   

  
	
   

  	
  RESTRICTIONS ON TRANSFER

  	
   

  	
   

  
	
   

  	
  8

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  General
  Restrictions on Transfer

  	
   

  	
  9

  
	
  Section 3.02.

  	
  Legends

  	
   

  	
  9

  
	
  Section 3.03.

  	
  Restrictions
  on Transfers by Employee Shareholders

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 4

  	
   

  	
   

  
	
   

  	
  DRAG-ALONG RIGHTS; PUT RIGHT AND CALL RIGHT

  	
   

  	
   

  
	
   

  	
  11

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Drag-Along
  Rights

  	
   

  	
  11

  
	
  Section 4.02.

  	
  Additional
  Conditions to Drag-Along Sales

  	
   

  	
  13

  
	
  Section 4.03.

  	
  Call
  Right and Put Right

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 5

  	
   

  	
   

  
	
   

  	
  CERTAIN COVENANTS AND AGREEMENTS

  	
   

  	
   

  
	
   

  	
  17

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Confidentiality

  	
   

  	
  17

  
	
  Section 5.02.

  	
  Conflicting
  Agreements

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 6

  	
   

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
  18

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Investment
  Opportunities and Conflicts of Interest

  	
   

  	
  18

  
	
  Section 6.02.

  	
  Binding
  Effect; Assignability; Benefit

  	
   

  	
  19

  
	
  Section 6.03.

  	
  Notices

  	
   

  	
  19

  
	
  Section 6.04.

  	
  Waiver;
  Amendment; Termination

  	
   

  	
  20

  
	
  Section 6.05.

  	
  No
  Right of Employment

  	
   

  	
  20

  



 


i

















 


TABLE
OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
  Governing
  Law

  	
   

  	
  21

  
	
  Section 6.07.

  	
  Jurisdiction

  	
   

  	
  21

  
	
  Section 6.08.

  	
  WAIVER
  OF JURY TRIAL

  	
   

  	
  21

  
	
  Section 6.09.

  	
  Specific
  Enforcement

  	
   

  	
  21

  
	
  Section 6.10.

  	
  Counterparts;
  Effectiveness

  	
   

  	
  21

  
	
  Section 6.11.

  	
  Entire
  Agreement

  	
   

  	
  22

  
	
  Section 6.12.

  	
  Severability

  	
   

  	
  22

  



 


ii

















 


EMPLOYEE SHAREHOLDERS’ AGREEMENT


 


This
EMPLOYEE SHAREHOLDERS’ AGREEMENT, dated as of May 30, 2008 (this “Agreement”), by and among (i) Lantheus MI Holdings, Inc.,
a Delaware corporation (the “Company”), (ii) Avista
Capital Partners, L.P., a Delaware limited partnership, Avista Capital Partners
(Offshore), L.P., a Delaware limited partnership and ACP-Lantern Co-Invest LLC,
a Delaware limited liability company (each of the foregoing in this clause
(ii), an “Avista Entity” and, collectively, the “Avista Entities”), and (iii) each Person listed as a “Employee
Shareholder” on the signature pages hereto and each party who from time to
time executes and delivers a Joinder Agreement after the date hereof (each a “Employee Shareholder” and, collectively, the “Employee Shareholders”). 
For purposes of this Agreement, “Avista Entities” and “Employee
Shareholders” shall each mean, if such Persons shall have Transferred any of
their “Company Securities” to any of their respective “Permitted Transferees”
(as such terms are defined below), such Persons and such Permitted Transferees,
taken together, and any right, obligation or action that may be exercised or
taken at the election of such Persons may be taken at the election of such
Persons and such Permitted Transferees.


 


W I T N E S S E T H :


 


WHEREAS, the parties hereto desire
to enter into this Agreement to govern certain of their rights, duties and
obligations with respect to the ownership by the Employee Shareholders of
Company Securities; and


 


WHEREAS,
as a condition to the exercise of any Company Common Stock Option, the grantees
thereof shall become a party to this Agreement in connection with any such
exercise.


 


NOW  THEREFORE, in consideration
of the covenants and agreements contained herein, the parties hereto agree as
follows:


 


ARTICLE 1


DEFINITIONS


 


Section 1.01.                          Definitions.  (a)  The following terms, as used
herein, have the following meanings:


 


“Affiliate” means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under common
control with such Person, provided that no security holder of the Company shall
be deemed an Affiliate of any other security holder solely by reason of any
investment in the Company.  For the
purpose of this definition, the term “control”
(including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.


 

















 


“Aggregate Ownership” means, with respect to any Shareholder
the total number of Company Securities “beneficially owned” (as such term is
defined in Rule 13d-3 of the Exchange Act) (without duplication) by such
Shareholder together with any of its Permitted Transferees (as defined herein)
as of the date of such calculation, calculated on a Fully-Diluted basis.


 


“Board” means the board of directors of the Company.


 


“Business Day” means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized by law to
close.


 


“Call Period” means, with respect to the application of the
provisions of Section 4.03 to a Terminated Employee Shareholder:


 


(i)             with respect to Incentive
Securities, the period from such Termination Date to the later of (A) the
date that is 210 days after the date of purchase of such Incentive Securities
in connection with the exercise of Incentive Securities (the “Exercise Date”), and (B) the date that is 180 days
after the Termination Date;


 


(ii)          with respect to Incentive
Securities that are exercised after the Termination Date, the period from the
Exercise Date of such Incentive Securities to the date that is 210 days after
the Exercise Date; or


 


(iii)       with respect to Purchased
Securities, the period that is 90 days after the Termination Date.


 


“Cause” means,
with respect to any Employee Shareholder, “Cause” as defined in the employment
agreement, if any, by and between the Company or any of its Subsidiaries and
such Employee Shareholder or, if not so defined:


 


(i)             the Employee Shareholder’s
breach of any fiduciary duty or legal or contractual obligation to the Company
or any of its Affiliates, or to the Company’s direct or indirect equity
holders;


 


(ii)          the Employee Shareholder’s
failure to follow the reasonable instructions of the Board or such Employee
Shareholder’s direct supervisor, which breach, if curable, is not cured within
10 Business Days after notice to such Employee Shareholder or, if cured, recurs
within 180 days;


 


(iii)       the Employee Shareholder’s
gross negligence, willful misconduct, fraud, insubordination, acts of
dishonesty or conflict of interest relating to the Company or any of its
Affiliates; or


 


(iv)      the Employee Shareholder’s
commission of any misdemeanor relating to the affairs of the Company or any of
its Affiliates or any felony.


 


2

















 


“Change of Control” means, (a) any transaction or series
of related transactions, in which, after giving effect to such transaction or
transactions any “person” or “group” (as such terms are used in Section 13(d) of
the Exchange Act), other than by a “person” which is an Avista Entity or by a “group”
in which an Avista Entity is a member acquires, directly or indirectly, in
excess of 50% of the voting securities of a Person, or (b) the sale, lease
or other disposition of all or substantially all of the assets of any “person”
or “group” (as such terms are used in Section 13(d) of the Exchange
Act), which shall include with respect to the Company, the Company and its
Subsidiaries on a consolidated basis (including securities of the Company’s
directly or indirectly owned Subsidiaries), other than by a “person” which is
an Avista Entity or by a “group” in which an Avista Entity is a member, to a
Person that is not an Affiliate of such Person.


 


“Common Stock” means any class of common stock of the Company
and any stock into which such common stock may hereafter be converted or
changed.


 


“Common Stock Option” means an option to purchase
Common Stock granted pursuant to the Incentive Plan.


 


“Company
Securities” means, without duplication, (i) shares of
Common Stock, (ii) shares of 14% Preferred Stock and (iii) any other
securities convertible into or exchangeable or exercisable for, or options,
warrants or other rights to acquire, shares of Common Stock, shares of 14%
Preferred Stock or any other equity or equity-linked security issued by the
Company; provided that, for purposes of any
calculation herein with respect to the number or percentage of Company
Securities outstanding or held by any Employee Shareholder from time to time,
each share of Common Stock and 14% Preferred Stock shall be equal to one share
of Company Securities and the Board shall reasonably determine the equivalent
number of Company Securities represented by any other class or shares of
Company Securities that may be issued and outstanding from time to time.  Schedule B hereto sets forth the
class, series and number of Company Securities owned by each Shareholder as of
the date hereof and the Company shall update Schedule B from time to
time to reflect any Transfer, issuance, redemption, conversion, exchange, stock
dividend, split or combination of Company Securities.


 


“Cost” means, with respect to any purchase by the Company of
Company Securities held by an Employee Shareholder pursuant to Section 4.03
on any date after the date hereof, the amount paid by such Employee Shareholder
on a per share basis (i) for the applicable Purchased Security or (ii) to
exercise any option, warrant or similar right to acquire the applicable
Incentive Security, as applicable.


 


“Disability” means, with respect to any Employee Shareholder,
“Disability” as defined in the employment agreement, if any, by and between the
Company or any of its Subsidiaries and such Employee Shareholder or, if not so
defined, any physical or mental illness, injury or infirmity which prevents
and/or is reasonably likely to prevent the Employee Shareholder from performing
the Employee Shareholder’s essential job functions for a period of (i) 90
consecutive calendar days or (ii) an aggregate of 120 calendar days out of
any consecutive 12 month period.


 


3

















 


“Drag-Along Portion” means, with respect to any Employee
Shareholder and any class of Company Securities (i) the Employee
Shareholder’s Aggregate Ownership of such class of Company Securities multiplied by (ii) a fraction the numerator of which is
the number of such class of Company Securities proposed to be sold by the
Drag-Along Seller in the applicable Drag-Along Sale under Section 4.01 and
the denominator of which is Drag-Along Seller’s Aggregate Ownership of the
class of Company Securities.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Fair Market Value” with respect to any Company Securities as
of any date of determination means, (i) if such determination is being
made prior to the First Public Offering, a good faith determination by the
Board through a reasonable application of a reasonable valuation method.  Such determination shall be conclusive and
binding on all persons, or (ii) in the event that the Common Stock is
listed on an established U.S. exchange or through The NASDAQ Global Market or
any established over-the-counter trading system, the average of the closing
prices of the Common Stock on such exchange if listed or, if not so listed, the
average bid and asked price of the Common Stock reported on The NASDAQ Global
Market or any established over-the-counter trading system on which prices for
the Common Stock is quoted, in each case, for a period of 20 trading days prior
to such date of determination.


 


“First Public Offering” means the first Public Offering after
the date hereof.


 


“FMV Calculation Date” means, with
respect to the application of the provisions of Section 4.03 to a
Terminated Employee Shareholder:


 


(i)             with respect to Incentive
Securities (other than Put Securities) that were purchased from the Company on
an Exercise Date more than six months before the Termination Date, the
Termination Date with respect to such Employee Shareholder;


 


(ii)          with respect to Incentive
Securities (other than Put Securities) that were purchased on an Exercise Date
either less than six months before the Termination Date or after the
Termination Date, the Call Notice Date with respect to such Termination
Securities; or


 


(iii)       with respect to Put
Securities, the Termination Date of such Employee Shareholder.


 


“Fully-Diluted” means, with respect to any class of Company
Securities, all outstanding shares and all shares issuable in respect of
securities convertible into or exchangeable for such shares, all “in-the-money”
stock appreciation rights, options, warrants and other rights to purchase or
subscribe for such Company Securities or securities convertible into or
exchangeable for such Company Securities.


 


4

















 


“Incentive Plan” means the Company’s 2008 Equity Incentive
Plan, as the same may be amended, modified or supplemented, and any other
equity incentive plan adopted by the Board from time to time.


 


“Incentive Securities” means Company Securities
(other than Purchased Securities) purchased or acquired by, or issued to, an
Employee Shareholder or its Permitted Transferees pursuant to the exercise of
options (including any Common Stock Options) or other rights to acquire Common
Stock, or any other equity or equity-linked security issued by the Company,
pursuant to an Incentive Plan.


 


“Initial Ownership” means, with respect to
any Shareholder and any class of Company Securities, the Aggregate Ownership of
such class by such Shareholder as of the date hereof (or, in the case of any
Person that shall become a party to this Agreement after the date hereof, as of
the date of joinder or entry of such Person into this Agreement), in each case
taking into account any stock split, stock dividend, reverse stock split or
similar event.


 


“Joinder Agreement” means an agreement by the joining party
thereto to be bound by the terms and conditions of this Agreement in the form
of Exhibit A hereto.


 


“Permitted Transferee” means:


 


(i)             in respect of any Avista
Entity, (A) any other Avista Entity, (B) any general or limited
partner of such entity (an “Avista Partner”),
and any corporation, partnership, limited liability company or other entity
that is an Affiliate of any Avista Partner (collectively, “Avista Affiliates”), (C) any managing
director, general partner, director, limited partner, member, officer or
employee of any Avista Entity or any Avista Affiliate, or any spouse, lineal
descendant, sibling, parent, heir, executor, administrator, testamentary
trustee, legatee or beneficiary of any of the foregoing persons described in
this clause (i) (collectively, “Avista
Associates”), (D) any trust the beneficiaries of which, or any
corporation, limited liability company or partnership the Shareholders, members
or general or limited partners of which, include only such Avista Entity,
Avista Affiliates, Avista Associates, their spouses or their lineal descendants
and (E) a voting trustee for one or more Avista Entities, Avista
Affiliates or Avista Associates; and


 


(ii)          in respect of an Employee
Shareholder, (A) any executor, administrator or testamentary trustee of
such Employee Shareholder’s estate if the Employee Shareholder dies, (B) any
transferee receiving Company Securities owned by such Employee Shareholder by
will, intestacy laws or the laws of descent or survivorship, and (C) any
trustee of a trust (including an inter vivos trust) of which there are no
principal beneficiaries other than such Employee Shareholder or one or more
lineal descendents, siblings or parents of such Employee Shareholder or one or
more lineal descendents of any siblings of such Employee Shareholder.


 


5

















 


“Person” means an individual, corporation, limited liability
company, partnership, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.


 


“Pro Rata Share” means, with
respect to a Shareholder, the fraction that results from dividing (i) the
number of shares of a particular class or classes of a Company Security held by
such Shareholder (immediately before giving effect to any applicable issuance
or transaction) by (ii) the aggregate number of shares of such class or
classes of a Company Security held by all Shareholders (immediately before
giving effect to any applicable issuance or transaction).


 


“Public Offering” means an underwritten public offering of
Company Securities pursuant to an effective registration statement under the
Securities Act, other than pursuant to a registration statement on Form S-4
or Form S-8 or any similar or successor form.


 


“Purchase Plan” means the Company’s 2008 Employee Stock
Purchase Plan, as the same may be amended, modified or supplemented, and any
other employee stock purchase plan adopted by the Board from time to time.


 


“Purchased Securities” means any Company Securities purchased by an Employee Shareholder from
the Company pursuant to the Purchase
Plan, but excluding any Incentive Securities and any Common Stock
purchased by an Employee Shareholder after the First Public Offering in any
open market transaction or otherwise from a Third Party.


 


“Retirement” means retirement at the age of 65 or more under
the Company or its Subsidiary’s retirement policies and such retirement to be
certified in writing by the retiring employee which certification shall be in
form and substance satisfactory to the Board.


 


“Securities Act” means the Securities Act of 1933, as
amended.


 


“Shareholder” means at any
time, any Person (other than the Company) who shall then be a party to or bound
by this Agreement, so long as such Person shall “beneficially own” (as such
term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.


 


“Subsidiary” means, with respect to any Person, any entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person.


 


“Third Party” means any prospective
purchaser(s) of Company Securities in an arm’s-length transaction from a
Shareholder, other than a Permitted Transferee of such Shareholder.


 


6

















 


“Transfer” means, with respect to any Company Securities, (i) when
used as a verb, to sell, assign, dispose of, exchange, pledge, encumber,
hypothecate or otherwise transfer such Company Securities or any participation
or interest therein, whether directly or indirectly, or agree or commit to do
any of the foregoing, and (ii) when used as a noun, a direct or indirect
sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or
other transfer of such Company Securities or any participation or interest
therein or any agreement or commitment to do any of the foregoing.


 


“14% Preferred Stock” means the 14% Non-Convertible Series A
Preferred Stock, par value $0.001 per share, of the Company and any stock into
which such preferred stock may hereafter be converted or changed.


 


(b)                                 Each of the
following terms is defined in the Section set forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Avista
  Affiliates

  	
   

  	
  Definition
  of Permitted Transferee

  
	
  Avista
  Associates

  	
   

  	
  Definition
  of Permitted Transferee

  
	
  Avista
  Designee

  	
   

  	
  2.01(a)

  
	
  Avista
  Entities

  	
   

  	
  Preamble

  
	
  Avista
  Partner

  	
   

  	
  Definition
  of Permitted Transferee

  
	
  Call
  Notice Date

  	
   

  	
  4.03(a)(ii)

  
	
  Call
  Right

  	
   

  	
  4.03(a)(i)

  
	
  Company

  	
   

  	
  Preamble

  
	
  Confidential
  Information

  	
   

  	
  5.01(a)

  
	
  Determination
  Time

  	
   

  	
  3.03(b)

  
	
  Drag-Along
  Rights

  	
   

  	
  4.01(a)

  
	
  Drag-Along
  Sale

  	
   

  	
  4.01(a)

  
	
  Drag-Along
  Sale Notice

  	
   

  	
  4.01(a)

  
	
  Drag-Along
  Sale Notice Period

  	
   

  	
  4.01(a)

  
	
  Drag-Along
  Sale Price

  	
   

  	
  4.01(a)

  
	
  Drag-Along
  Seller

  	
   

  	
  4.01(a)

  
	
  Drag-Along
  Transferee

  	
   

  	
  4.01(a)

  
	
  Employee
  Shareholders

  	
   

  	
  Preamble

  
	
  Irrevocable
  Proxy

  	
   

  	
  2.02

  
	
  Other
  Business

  	
   

  	
  6.01(i)

  
	
  Put
  Notice Date

  	
   

  	
  4.03(b)(ii)

  
	
  Put
  Right

  	
   

  	
  4.03(b)(i)

  
	
  Put
  Securities

  	
   

  	
  4.03(b)(i)

  
	
  Relative
  Ownership Percentage

  	
   

  	
  3.03(b)

  
	
  Termination
  Date

  	
   

  	
  4.03(a)(i)

  
	
  Termination
  Event

  	
   

  	
  4.03(a)(i)

  
	
  Termination
  Price

  	
   

  	
  4.03(c)

  
	
  Termination
  Securities

  	
   

  	
  4.03(a)(i)

  
	
  Terminated
  Employee Shareholder

  	
   

  	
  4.03(a)(i)

  



 


7

















 


	
  Term

  	
   

  	
  Section

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Unrestricted
  Securities

  	
   

  	
  3.03(b)

  



 


Section 1.02.                          Other
Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder”
and words of like import used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.  References to
Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits
and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or
referred to herein are hereby incorporated in and made a part of this Agreement
as if set forth in full herein.  Any
capitalized terms used in any Exhibit or Schedule but not otherwise
defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be
deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without
limitation,” whether or not they are in fact followed by those words or words
of like import.  “Writing,” “written” and
comparable terms refer to printing, typing and other means of reproducing words
(including electronic media) in a visible form. 
References to a statute are to that statute, as amended from time to
time, and to the rules and regulations promulgated thereunder.  References to any agreement or contract are
to that agreement or contract as amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.  References to any Person include the
successors and permitted assigns of that Person.  References from or through any date mean,
unless otherwise specified, from and including or through and including such
date, respectively.


 


ARTICLE 2


CORPORATE GOVERNANCE


 


Section 2.01.         Composition
of the Board.  (a) 
The Board shall consist of such number of directors as may be determined by the
Avista Entities from time to time, all of such directors shall be designated by
the Avista Entities (each, an “Avista Designee” and collectively, the “Avista
Designees”).


 


(b)                                  Each Employee
Shareholder agrees that it shall vote its Company Securities, to the extent
that they are entitled to vote, or execute proxies or written consents, as the
case may be, and take all other necessary action (including causing the Company
to call a special meeting of shareholders) in order to ensure that the
composition of the Board is as set forth in this Section 2.01.


 


Section 2.02.         Irrevocable
Proxy.  Each Employee Shareholder
agrees that it shall, simultaneously with the execution and delivery of this
Agreement, execute and deliver an irrevocable proxy in the form attached as Exhibit B
hereto (the “Irrevocable Proxy”).


 


8














 


ARTICLE 3


RESTRICTIONS ON TRANSFER


 


Section 3.01.                             General
Restrictions on Transfer.  (a) 
Each Employee Shareholder understands and agrees that the Company Securities
subject to this Agreement, including any Purchased Securities and Incentive
Securities, have not been registered under the Securities Act and are
restricted securities under such Act and the rules and regulations
promulgated thereunder.  Each Employee
Shareholder agrees that it shall not Transfer any Company Securities (or
solicit any offers in respect of any Transfer of any Company Securities),
except in compliance with the Securities Act, any other applicable securities
or “blue sky” laws, and the terms and conditions of this Agreement.


 


(b)                                   Any attempt by
an Employee Shareholder to Transfer any Company Securities not in compliance
with this Agreement shall be null and void, and the Company shall not, and
shall cause any transfer agent not to, give any effect in the Company’s stock
records to such attempted Transfer.


 


Section 3.02.                             Legends.  (a)  In addition to any other legend
that may be required, each certificate for Company Securities issued to any
Employee Shareholder shall bear a legend in substantially the following form:


 


“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.  THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AS SET FORTH IN THE EMPLOYEE SHAREHOLDERS’ AGREEMENT
DATED AS OF [MARCH     ], 2008 AND AS MAY BE
AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST
FROM LANTHEUS MI HOLDINGS, INC.  OR
ANY SUCCESSOR THERETO.”


 


(b)                                   If any Company
Securities cease to be subject to any and all restrictions on Transfer set
forth in this Agreement, the Company, upon the written request of the holder
thereof, shall issue to such holder a new certificate evidencing such Company
Securities without the second sentence of the legend required by Section 3.02(a) endorsed
thereon.


 


Section 3.03.                             Restrictions
on Transfers by Employee Shareholders.  (a) Subject to Section 3.03(c), no
Employee Shareholder shall Transfer any of its Company Securities except as
follows:


 


9

















 


(i)                                     in a Transfer
made to one or more of its Permitted Transferees;


 


(ii)                                  in a Transfer
made in compliance with Section 3.03(b);


 


(iii)                               in a Transfer
made in compliance with Section 4.01; or


 


(iv)                              with the prior
written consent of the Company and the Avista Entities;


 


provided, however, each Transfer in accordance with clauses (i) through
(iii) above shall require (x) the applicable transferee to have
executed and delivered to the Company a Joinder Agreement agreeing to be bound
by the terms of this Agreement as an Employee Shareholder in accordance with Section 6.02
and (y) the transferring Employee Shareholder to have given prior written
notice to the Company of the proposed Transfer to its Permitted Transferee,
including the identity of such proposed Permitted Transferee and such other
information reasonably requested by the Company to ensure compliance with the
terms of this Agreement.


 


(b)                                 Notwithstanding
anything in this Agreement to the contrary and whether the Company has filed a
registration statement on Form S-8 (or any successor or similar form) or
authorized, approved or permitted the implementation of a Rule 10b-5(1) sales
plan:


 


(i)                                    following the
First Public Offering, subject to Section 3.01(a), in addition to Transfers
to Permitted Transferees, each Employee Shareholder may Transfer shares of
Common Stock, other than any unvested shares of Common Stock and/or Common
Stock Options issued or granted pursuant to employee benefit plans (such shares
of Common Stock that may be Transferred, “Unrestricted Securities”),
but only to the extent such Transfer would not result in the Relative Ownership
Percentage (as defined below) of the Unrestricted Securities owned by such
Employee Shareholder immediately following the effective time of such Transfer
(the “Determination Time”) being less than
the aggregate Relative Ownership Percentage of the Company Securities owned by
the Avista Entities immediately following the Determination Time.  For purposes of this Section 3.03(b)(i),
“Relative Ownership Percentage” means:


 


(x)                                   with respect to the Unrestricted Securities held by an Employee
Shareholder, a fraction (expressed as a percentage), (A) the numerator of
which is the number of Unrestricted Securities owned by such Employee Shareholder
immediately following the Determination Time and (B) the denominator of
which is the sum of (1) the number of Unrestricted Securities owned by
such Employee Shareholder immediately following the 


 


10

















 


First Public Offering
and (2) the number of Company Securities owned by such Employee
Shareholder that were not Unrestricted Securities immediately following the
First Public Offering but that have subsequently become Unrestricted
Securities, and


 


(y)                                 with respect to Company Securities owned by the Avista Entities, a
fraction (expressed as a percentage), (A) the numerator of which is the
aggregate number of Company Securities owned by the Avista Entities immediately
following the Determination Time and (B) the denominator of which is the
aggregate number of Company Securities owned by the Avista Entities immediately
following the First Public Offering.


 


(ii)                                 Following the
First Public Offering, if any Avista Entity Transfers Company Securities to a
Third Party, it shall notify the Company following the consummation of such
Transfer of the number and type of Company Securities Transferred and the
Company shall reasonably promptly notify each Employee Shareholder and each
Permitted Transferee of such information. 
Any Employee Shareholder wishing to Transfer Company Securities pursuant
to Section 3.03(b)(i) shall be entitled to obtain prior to such
Transfer, and rely upon, a statement from the Company of the number of
Unrestricted Securities that such Employee Shareholder may Transfer pursuant to
Section 3.03(b)(i).


 


(c)                                  The
restrictions on Transfers set forth in Section 3.03(a) shall
terminate on the date on which the percentage determined by dividing the
Aggregate Ownership of Company Securities for the Avista Entities on such date
by their Initial Ownership of Company Securities falls below 10%.


 


ARTICLE 4


DRAG-ALONG RIGHTS; PUT RIGHT
AND CALL RIGHT


 


Section 4.01.                             Drag-Along
Rights.  (a)  Subject to this Section 4.01
and Section 4.02, if the Avista Entities (together, the “Drag-Along Seller”) propose to Transfer not less than 50% of
their collective Aggregate Ownership of any class of Company Securities to a
Third Party (the “Drag-Along Transferee”)
in a bona fide sale (a “Drag-Along Sale”),
the Drag-Along Seller may at its option require all Employee Shareholders (i) to
Transfer the Drag-Along Portion of such class of Company Securities (“Drag-Along Rights”) then held by every Employee Shareholder,
and (ii) subject to and at the closing of the Drag-Along Sale, to exercise
such number of options or warrants for such class of Company Securities held by
every Employee Shareholder as is required in order that a sufficient number of
such class of Company Securities are available to Transfer the relevant
Drag-Along Portion of Company Securities of each Employee Shareholder, in each
case for the same consideration per unit of the relevant class of Company
Securities and otherwise on the same terms and conditions as the Drag-Along
Seller, provided that any Employee Shareholder
that holds options or warrants the exercise price per share of 


 


11

















 


which is greater than the per share price at
which such class of Company Securities are to be Transferred to the Drag-Along
Transferee, if required by the Drag-Along Seller to exercise such options, may,
in place of such exercise, submit to irrevocable cancellation thereof (subject
to Section 4.01(b)) without any liability for payment of any exercise
price with respect thereto.  If the
Drag-Along Sale is not consummated with respect to any Company Securities
acquired upon exercise of such options or warrants, such options or warrants
shall be deemed not to have been exercised or canceled, as applicable.


 


The
Drag-Along Seller shall provide notice of such Drag-Along Sale to the Employee
Shareholders (a “Drag-Along Sale Notice”) not later
than 10 days prior to the proposed Drag-Along Sale.  The Drag-Along Sale Notice shall identify the
transferee, the number and class of Company Securities subject to the
Drag-Along Sale, the type and amount (or value) of consideration for which a
Transfer is proposed to be made (the “Drag-Along Sale Price”)
and all other material terms and conditions of the Drag-Along Sale.  The number of Company Securities to be sold
by each Employee Shareholder shall be the Drag-Along Portion of the class of
Company Securities that such Shareholder owns. 
Each Employee Shareholder shall be required to (v) participate in
the Drag-Along Sale on the terms and conditions set forth in the Drag-Along
Sale Notice, (w) to tender all its Company Securities as set forth below, (x) waive
dissenter’s and/or appraisal rights (if any) with respect to the Drag-Along
Sale, (y) vote or consent in favor of such transaction and (z) take
any other necessary or appropriate action in furtherance of the foregoing.  The price payable in such Transfer shall be
the Drag-Along Sale Price.  Not later
than 10 days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Employee
Shareholders shall deliver to the representative of the Drag-Along Seller
designated in the Drag-Along Sale Notice the certificate and other applicable
instruments representing the Company Securities of such Employee Shareholder to
be included in the Drag-Along Sale, together with a limited power-of-attorney
authorizing the Drag-Along Seller or such representative to Transfer such
Company Securities on the terms set forth in the Drag-Along Notice and
otherwise on the terms and conditions applicable to the Drag-Along Seller or
otherwise more advantageous to the Drag-Along Seller than set forth in the
Drag-Along Notice and wire transfer instructions for payment of the cash
portion of the consideration to be received in such Drag-Along Sale, or, if
such delivery is not permitted by applicable law, an unconditional agreement to
deliver such Company Securities pursuant to this Section 4.01(a) at
the closing for such Drag-Along Sale against delivery to such Shareholder of
the consideration therefor.  If an
Employee Shareholder should fail to deliver such certificates to the Drag-Along
Seller, the Company (subject to reversal under Section 4.01(b)) shall
cause the books and records of the Company to show that such Company Securities
are bound by the provisions of this Section 4.01(a) and that such
Company Securities shall be Transferred to the Drag-Along Transferee
immediately upon surrender for Transfer by the holder thereof.


 


(b)                                 The Drag-Along
Seller shall have a period of 120 days from the date of receipt of the
Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and
conditions set forth in such Drag-Along Sale Notice, provided
that, if such 


 


12

















 


Drag-Along Sale is subject to regulatory
approval, such 120-day period shall be extended until the expiration of five
Business Days after all such approvals have been received, but in no event
later than 180 days following the effective date of the Drag-Along Sale Notice.  If the Drag-Along Sale shall not have been
consummated during such period, the Drag-Along Seller shall return to each of
the Employee Shareholders the limited power-of-attorney and all certificates
and other applicable instruments representing Company Securities that such Employee
Shareholders delivered for Transfer pursuant hereto, together with any other
documents in the possession of the Drag-Along Seller executed by the Employee
Shareholders in connection with such proposed Transfer, and all the
restrictions on Transfer contained in this Agreement or otherwise applicable at
such time with respect to such Company Securities owned by the Employee
Shareholders shall again be in effect.


 


(c)                                  Concurrently
with the consummation of the Transfer of Company Securities pursuant to this Section 4.01,
the Drag-Along Seller shall give notice thereof to the Employee Shareholders,
shall remit to each of the Employee Shareholders that have surrendered their
certificates and other applicable instruments the total consideration (the cash
portion of which is to be paid by wire transfer in accordance with such
Employee Shareholder’s wire transfer instructions) for the Company Securities
Transferred pursuant hereto and shall furnish such other evidence of the
completion and time of completion of such Transfer and the material terms
thereof; provided that in no event shall any
investment banking or investment advisory fees payable to the Drag-Along Seller
or any of its Affiliates be included in the amount of consideration.


 


(d)                                 Notwithstanding
anything contained in this Section 4.01, there shall be no liability on
the part of the Drag-Along Seller to the Employee Shareholders (other than the
obligation to return the limited power-of-attorney and the certificates and
other applicable instruments representing Company Securities received by the
Drag-Along Seller) if the Transfer of Company Securities pursuant to this Section 4.01
is not consummated for whatever reason, regardless of whether the Drag-Along
Seller has delivered a Drag-Along Sale Notice. 
Whether to effect a Transfer of Company Securities pursuant to this Section 4.01
by the Drag-Along Seller is in the sole and absolute discretion of the
Drag-Along Seller.


 


(e)                                  This Section 4.01
shall terminate upon the consummation of the First Public Offering.


 


Section 4.02.                             Additional
Conditions to Drag-Along Sales.  Notwithstanding anything contained in Section 4.01,
the rights and obligations of the Employee Shareholders to participate in a
Drag-Along Sale under Section 4.01 are subject to the following
conditions:


 


(a)                                  each Employee
Shareholder shall be obligated to pay only its Pro Rata Share (based on the
number of Company Securities Transferred) of expenses incurred in connection
with a consummated Drag-Along Sale to the extent such 


 


13

















 


expenses are incurred for
the benefit of all Shareholders and are not otherwise paid by the Company or
another Person; and


 


(b)                                 each Employee
Shareholder shall (i) make such representations, warranties and covenants
and enter into such definitive agreements as are made by the Drag-Along Seller
and (ii) be required to bear their proportionate share of any escrows,
holdbacks or adjustments in purchase price.


 


Section 4.03.                           Call
Right and Put Right.


 


(a)                                  Call Right.


 


(i)                                     Upon any
Employee Shareholder ceasing to be employed by, or providing services to, the
Company or one of its Subsidiaries (a “Terminated
Employee Shareholder”) for any reason (a “Termination
Event”), subject to the provisions of this Section 4.03, the
Company shall have the option to purchase (the “Call Right”),
and if such option is exercised, such Terminated Employee Shareholder shall
sell, and shall cause any Permitted Transferees of such Terminated Employee
Shareholder to sell, to the Company all or any portion of the Company
Securities (A) that are Purchased Securities acquired, prior to and as of
the date of the occurrence of such Termination Event (the “Termination
Date”), or (B) that are Incentive Securities acquired prior to
and as of the Termination Date, or acquired after such Termination Date
pursuant to the exercise of Common Stock Options in accordance with the terms
of such Common Stock Options (together with all Purchased Securities, the “Termination Securities”), at a price per Termination Security
equal to the applicable Termination Price (as determined pursuant to Section 4.03(c) below)
of the Termination Securities.


 


(ii)                                  With respect to
each Termination Security, the Company shall notify a Terminated Employee
Shareholder in writing, within the Call Period with respect to such Termination
Security, whether the Company will exercise its right to purchase such
Termination Security (the date on which a Terminated Employee Shareholder is so
notified, the “Call Notice Date”).  The Company shall have the option to assign
its right to purchase all or any portion of the Termination Securities under
this Section 4.03 to any of the Avista Entities (provided
that, prior to assigning such right to any particular Avista Entity, all such
other Avista Entities shall first be offered a right to purchase such
securities pro rata in proportion to the number of shares of Company Securities
held by such Avista Entity) and any such Avista Entity may exercise the Company’s
rights under this Section 4.03 in the same manner in which the Company
could exercise such rights.


 


14

















 


(iii)                               The closing of
the purchase by the Company of Termination Securities pursuant to this Section 4.03(a) shall
take place at the principal office of the Company on the date chosen by the
Company, which date shall, except as may be reasonably necessary to determine
the Termination Price, in no event be more than 45 days after the Call Notice
Date.  At such closing, (i) the
Company shall pay the Terminated Employee Shareholder and/or such Terminated
Employee Shareholder’s Permitted Transferees, as applicable, against delivery
of duly endorsed certificates described below representing such Termination
Securities, the aggregate Termination Price by wire transfer of immediately
available federal funds and (ii) the Terminated Employee Shareholder
and/or such Terminated Employee Shareholder’s Permitted Transferees, as
applicable, shall deliver to the Company a certificate or certificates
representing the Termination Securities to be purchased by the Company duly
endorsed, or with stock powers duly endorsed, for transfer with signature
guaranteed, free and clear of any lien or encumbrance, with any necessary stock
transfer tax stamps affixed.  The
delivery of a certificate or certificates for the Termination Securities by any
Person selling such Termination Securities pursuant to this Section 4.03
shall be deemed a representation and warranty by such Person that: (A) such
Person has full right, title and interest in and to such Termination
Securities; (B) such Person has all necessary power and authority and has
taken all necessary action to sell such Termination Securities as contemplated;
(C) such Termination Securities are free and clear of any and all liens or
encumbrances; and (D) there is no adverse claim with respect to such
Termination Securities.


 


(b)                                 Put Right.


 


(i)                                     Upon any
Terminated Employee Shareholder’s termination as a result of death or
Disability, such Terminated Employee Shareholder (or his or her executor,
trustee or representative in the case of death or Disability) shall have the
option to sell (the “Put Right”) and
if such option is exercised the Company shall purchase, all or any portion of
such Terminated Employee Shareholder’s Termination Securities owned on the
Termination Date (collectively, the “Put Securities”)
for a purchase price equal to the Termination Price of the Put Securities.


 


(ii)                                  The Terminated
Employee Shareholder (or such Terminated Employee Shareholder’s Permitted
Transferees) shall notify the Company in writing, within 60 days of the
Termination Date, whether such Terminated Employee Shareholder (or such
Permitted Transferee) will exercise its option pursuant to Section 4.03(b)(i) (the
date on which the Company is so notified, the “Put Notice
Date”).


 


(iii)                               Any notice
delivered pursuant to Section 4.03(b)(ii) shall set forth the date
chosen by such Employee Shareholder for the closing of 


 


15

















 


the purchase by the Company
of Put Securities pursuant to this Section 4.03(b), which date shall in no
event be less than 60 days or more than 120 days after the Put Notice
Date.  Such closing of the purchase by
the Company of Put Securities shall take place at the principal office of the
Company.  At such closing, (A) the
Company shall pay the Terminated Employee Shareholder and/or such Terminated
Employee Shareholder’s Permitted Transferees, as applicable, against delivery
of duly endorsed certificates described below representing such Put Securities,
the aggregate Termination Price by wire transfer of immediately available
federal funds and (B) the Terminated Employee Shareholder and/or such
Terminated Employee Shareholder’s Permitted Transferees, as applicable, shall
deliver to the Company a certificate or certificates representing the Put
Securities to be purchased by the Company duly endorsed, or with stock powers
duly endorsed, for transfer with signature guaranteed, free and clear of any
lien or encumbrance, with any necessary stock transfer tax stamps affixed.  The delivery of a certificate or certificates
for the Put Securities by any Person selling such Put Securities pursuant to
this Section 4.03(b) shall be deemed a representation and warranty by
such Person that: (1) such Person has full right, title and interest in
and to such Put Securities; (2) such Person has all necessary power and
authority and has taken all necessary action to sell such Put Securities as
contemplated; (3) such Put Securities are free and clear of any and all
liens or encumbrances, and (4) there is no adverse claim with respect to
such Put Securities.


 


(c)                                  Termination
Price.  For purposes of this Section 4.03,
if the employment or other service arrangement of an Employee Shareholder is
terminated, the “Termination Price” per Termination
Security purchased by the Company pursuant to (i) the Put Right shall
equal to the greater of Cost or the Fair Market Value and (ii) the Call
Right shall equal the value as set forth below:


 


	
  Employment

  Termination

  	
   

  	
  Purchased Securities

  	
   

  	
  Incentive Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By
  the Company or any Subsidiary thereof without Cause

  	
   

  	
  Greater
  of Cost or Fair Market Value

  	
   

  	
  Fair
  Market Value

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By
  the Company or any Subsidiary thereof with Cause or by the Employee
  Shareholder for any reason other than Retirement

  	
   

  	
  Lower
  of Cost or Fair Market Value

  	
   

  	
  Lower
  of Cost or Fair Market Value

  



 


16

















 


	
  Employment

  Termination

  	
   

  	
  Purchased Securities

  	
   

  	
  Incentive Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upon
  the Death or Disability of the Employee Shareholder

  	
   

  	
  Greater
  of Cost or Fair Market Value

  	
   

  	
  Fair
  Market Value

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upon
  Retirement of the Employee Shareholders

  	
   

  	
  Fair
  Market Value

  	
   

  	
  Fair
  Market Value

  



 


For
purposes of this Section 4.03(c), “Fair Market Value” shall be the Fair
Market Value on the FMV Calculation Date.


 


(d)                                 Payment.  The Company shall pay the Termination Price
in cash; provided, however,
that the Termination Price may be paid by the execution and delivery by the
Company of a promissory note, subordinated on terms requested by the Company to
any indebtedness of the Company to any third parties, bearing interest at the
prime rate, per annum, as published in The Wall Street Journal, Eastern
Edition, with principal and accrued interest and payable in equal installments
on each of the first four anniversaries of the closing date (or at such time as
is required in order to address the issue set forth in clauses (ii) or (iii) below)
if (i) such Employee Shareholder is in breach of the covenants contained
in Article 5 hereof as determined by the Board in its sole discretion; (ii) restrictive
covenants or other provisions contained in the documents evidencing the Company’s
indebtedness for borrowed money do not permit the Company to make such payments
in cash (or to the extent partial cash payment is permitted, the balance to be
represented by such a note); or (iii) the cash payment of the Termination
Price would adversely affect the Company’s financial condition as determined by
the Board, in its sole discretion.


 


(e)                                  Termination of
Call Right and Put Right.  The
Call Rights and Put Rights under this Section 4.03 shall terminate one (1) year
after the consummation of the First Public Offering.


 


ARTICLE 5


CERTAIN COVENANTS AND
AGREEMENTS


 


Section 5.01.                             Confidentiality.  (a)  Each of the Employee Shareholders
hereby covenants and agrees that it shall (i) hold confidential and not
disclose, without the prior written consent of the Board, all confidential or
proprietary written, recorded or oral information or data (including research, developmental,
engineering, manufacturing, technical, marketing, sales, financial, operating,
performance, cost, business and process information or data, know-how and
computer programming and other software techniques) provided in connection
herewith or with the business of the Company and its Subsidiaries, whether in
its possession before or after the date hereof and whether such


 


17














 


confidentiality or proprietary status is indicated
orally or in writing or in a context in which the Company or the disclosing
party reasonably communicated, or the receiving party should reasonably have
understood, that the information should be treated as confidential, whether or
not the specific words “confidential” or “proprietary” are used (“Confidential Information”) and (ii) use such
Confidential Information only for the purpose of evaluating its investment in
Company Securities, and not for any purpose that may be detrimental to the
Company or any of its Subsidiaries.


 


(b)                                 The obligations
contained in Section 5.01(a) shall not apply, or shall cease to
apply, to Confidential Information if or when, and to the extent that, such
Confidential Information (i) was, or becomes through no breach of the
receiving party’s obligations hereunder, known to the public, (ii) becomes
known to the receiving party from any source under circumstances not involving
any breach of any confidentiality obligation by such source or (iii) is
required to be disclosed by law, governmental regulation or applicable legal
process.


 


Section 5.02.                          Conflicting
Agreements.  Other than
the Irrevocable Proxy, each Employee Shareholder represents and agrees that it
shall not (i) grant any proxy or enter into or agree to be bound by any
voting trust or agreement with respect to the Company Securities, except as
expressly contemplated by this Agreement, (ii) enter into any agreement or
arrangement of any kind with any Person with respect to its Company Securities
inconsistent with the provisions of this Agreement or the Irrevocable Proxy or
for the purpose or with the effect of denying or reducing the rights of any
Employee Shareholder under this Agreement or the Irrevocable Proxy, including agreements
or arrangements with respect to the Transfer or voting of its Company
Securities, or (iii) act, for any reason, as a member of a group or in
concert with any other Person in connection with the Transfer or voting of its
Company Securities in any manner that is inconsistent with this Agreement or
the Irrevocable Proxy.


 


ARTICLE 6


MISCELLANEOUS


 


Section 6.01.                          Investment
Opportunities and Conflicts of Interest.  The parties hereto expressly acknowledge and
agree that (i) the Avista Entities and their respective Affiliates are
permitted to have, and may presently or in the future have, investments or
other business relationships, ventures, agreements or arrangements with
entities engaged in the same or similar business as the Company or its Subsidiaries
and in related businesses other than through the Company and its Subsidiaries
(an “Other Business”), provided
that, with respect to any Other Business in which any Avista Entity engages,
such Avista Entity shall, and shall cause its Affiliates to, use its reasonable
best efforts to protect Confidential Information from being utilized by or for
the benefit of the Other Business, (ii) the Avista Entities and their
respective Affiliates have or may develop a strategic relationship with
businesses that are or may be competitive with the Company and its
Subsidiaries, (iii) none of the Avista Entities or their respective
Affiliates will be prohibited by virtue of their investment in the Company or
any of its Subsidiaries from pursuing and engaging in any such activities, (iv) none
of the Avista Entities or their 


 


18

















 


respective Affiliates will be obligated to
inform the Company or any shareholders of the Company of any such opportunity,
relationship or investment, (v) the other shareholders of the Company will
not acquire, be provided with an option or opportunity to acquire or be
entitled to any interest or participation in any Other Business as a result of
the participation therein of any of the Avista Entities or their respective
Affiliates.  The Employee Shareholders
expressly authorize and consent to the involvement of the Avista Entities
and/or their respective Affiliates in any Other Business and expressly waive,
to the fullest extent permitted by applicable law, any rights to assert any
claim that such involvement breaches any duty owed to any other shareholder of
the Company or to assert that such involvement constitutes a conflict of
interest by such Persons with respect to any shareholder of the Company and (vi) nothing
contained herein shall limit, prohibit or restrict any designee of any Avista
Entity or any representative of any of its Affiliates from serving on the board
of directors or other governing body or committee of any Other Business.


 


Section 6.02.                          Binding
Effect; Assignability; Benefit.  (a)  This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors, legal representatives and permitted assigns.  Any Employee Shareholder that ceases to own
beneficially any Company Securities shall cease to be bound by the terms hereof
(other than Sections 5.01, 6.03, 6.06, 6.07, 6.08 and 6.09).


 


(b)                                   Neither this
Agreement nor any right, remedy, obligation or liability arising hereunder or
by reason hereof shall be assignable by any party hereto pursuant to any
Transfer of Company Securities or otherwise, except that any Permitted
Transferee acquiring Company Securities, Person acquiring Company Securities
from any Employee Shareholder in a Transfer in compliance with Article 3
or Person acquiring Company Securities that is required or permitted by the
terms of this Agreement or any employment agreement or stock purchase, option,
stock option or other compensation plan of the Company or any Subsidiary to
become a party hereto shall (unless already bound hereby) execute and deliver
to the Company an agreement to be bound by this Agreement in the form of Exhibit A
hereto and shall thenceforth be an Employee Shareholder for purposes of this
Agreement and shall be subject to all of the terms, conditions, limitations and
restrictions applicable to Employee Shareholders hereunder.  The Company shall update Schedule A
attached hereto to include any such additional Employee Shareholders without
further action on the part of the other parties hereto.


 


(c)                                    Nothing in this
Agreement, expressed or implied, is intended to confer on any Person other than
the parties hereto, and their respective heirs, successors, legal
representatives and permitted assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.


 


Section 6.03.                          Notices.  All notices, requests and other
communications to any party shall be in writing and shall be delivered in
person, mailed by certified or registered mail, return receipt requested, or
sent by facsimile transmission,


 


if
to the Company to:


 


19

















 


Lantheus MI Holdings, Inc.


331
Treble Cove Road


North
Billerica, Massachusetts 01862


Attention:  Chief Executive Officer and General Counsel


Fax:  (978) 671 - 8742


 


if
to an Employee Shareholder, to the address or facsimile number with respect to
such Employee Shareholder set forth on Schedule A attached hereto.


 


All
notices, requests and other communications shall be deemed received on the date
of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.  Any notice, request or other written
communication sent by facsimile transmission shall be confirmed by certified or
registered mail, return receipt requested, posted within one Business Day, or
by personal delivery, whether courier or otherwise, made within two Business
Days after the date of such facsimile transmissions.


 


Any
Person that becomes an Employee Shareholder shall provide its address and fax
number to the Company, which shall promptly provide such information to each
other Employee Shareholder.


 


Section 6.04.                          Waiver;
Amendment; Termination.  (a) 
No provision of this Agreement may be waived except by an instrument in writing
executed by the party against whom the waiver is to be effective.  No provision of this Agreement may be amended
or otherwise modified except by an instrument in writing executed by (i) the
Company, with approval of the Board, (ii) Employee Shareholders whose
Aggregate Ownership of Company Securities is at least 50% of the Aggregate
Ownership of Company Securities held by all Employee Shareholders, but only if
and to the extent such amendment adversely affects the express rights and
obligations of the Employee Shareholders under this Agreement, and (iii) the
Avista Entities; provided that with respect to
clause (ii) above any amendment or modification that discriminates in any
material respect against any Employee Shareholders in a manner disproportionate
to other Employee Shareholders shall require the prior written consent of a
majority of such Employee Shareholders so adversely affected.


 


(b)                                   This Agreement
shall terminate upon the earliest to occur of (i) the consummation of the
First Public Offering, (ii) the bankruptcy, liquidation, dissolution or
winding-up of the Company, and (iii) the consummation of a Change of
Control with respect to the Company, provided, however, that, notwithstanding any of the foregoing, the
provisions of Sections 3.02, 3.03(b), 5.01, 5.02, 6.01 and any other applicable
provisions of Article 6 shall survive any termination pursuant to Section 6.04(b)(i).


 


Section 6.05.                          No
Right of Employment.  Nothing in
this Agreement shall be construed to give any person (including any Employee
Shareholder) any rights 


 


20

















 


whatsoever with respect to any Company
Securities except as specifically provided herein; limit in any way the right
of the Company to terminate the employment of any person (including any
Employee Shareholder) at any time; or be evidence of any agreement or
understanding, express or implied, that the Company will employ any person
(including any Employee Shareholder) in any particular position, at any
particular rate of compensation or for any particular period of time.


 


Section 6.06.                          Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to the conflicts of laws rules of such state.


 


Section 6.07.                          Jurisdiction.  The parties hereby agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for
the Southern District of New York or any New York State court sitting in New
York County, and that any case of action arising out of this Agreement shall be
deemed to have arisen from a transaction of business in the State of New York,
and each of the parties hereby irrevocably consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding which is brought in any such court has been brought in an
inconvenient forum.  Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 6.03
shall be deemed effective service of process on such party.


 


Section 6.08.                          WAIVER
OF JURY TRIAL.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 6.09.                          Specific
Enforcement.  Each party
hereto acknowledges that the remedies at law of the other parties for a breach
or threatened breach of this Agreement would be inadequate and, in recognition
of this fact, any party to this Agreement, without posting any bond, and in
addition to all other remedies that may be available, shall be entitled to
obtain equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy that may then be available.


 


Section 6.10.                          Counterparts;
Effectiveness.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. 
This Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.  Until and unless each party 


 


21

















 


has received a counterpart hereof signed by
the other party hereto, this Agreement shall have no effect and no party shall
have any right or obligation hereunder (whether by virtue of any other oral or
written agreement or other communication).


 


Section 6.11.                          Entire
Agreement.  This
Agreement, the Irrevocable Proxy, and the other agreements referred to herein
constitute the entire agreement among the parties hereto and supersedes all
prior and contemporaneous agreements and understandings, both oral and written,
among the parties hereto with respect to the subject matter hereof and thereof.


 


Section 6.12.                          Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party.


 


[Signature Pages Follow]


 


22

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.


 


	
   

  	
  LANTHEUS
  MI HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  David Burgstahler

  
	
   

  	
   

  	
  Name:
  David Burgstahler

  
	
   

  	
   

  	
  Title:
    Authorized Representative

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVISTA
  CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Avista
  Capital Partners GP, LLC,

  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  David Burgstahler

  
	
   

  	
   

  	
  Name:
  David Burgstahler

  
	
   

  	
   

  	
  Title:
  Authorized Representative

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVISTA
  CAPITAL PARTNERS (OFFSHORE), L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Avista
  Capital Partners GP, LLC, 

  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  David Burgstahler

  
	
   

  	
   

  	
  Name:
  David Burgstahler

  
	
   

  	
   

  	
  Title:
  Authorized Representative

  
				



 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN
  CO-INVEST LLC

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Avista
  Capital Partners GP, LLC, its Sole

  Member

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  David Burgstahler

  
	
   

  	
   

  	
  Name:
  David Burgstahler

  
	
   

  	
   

  	
  Title:
  Authorized Representative

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE
  SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
				



 


Signature Page to
Employee Shareholders’ Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE] 5/28/08

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE] May 30, 2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ John Douglas

  
	
   

  	
  John Douglas

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’ Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ Walter A. Smith Jr

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ Mark W. Watson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ Ming Yu

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
  [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ Jack Wentz

  
	
   

  	
  Jack Wentz

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE], Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel Griffin

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 














 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Signature Page to Employee Shareholders’
Agreement


 

















 


	
   

  	
  ACP-LANTERN CO-INVEST LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Avista Capital Partners GP, LLC, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Burgstahler

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


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EXHIBIT A


 


JOINDER TO EMPLOYEE SHAREHOLDERS
AGREEMENT


 


This
Joinder Agreement (this “Joinder Agreement”)
is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Employee Shareholders
Agreement dated as of May 30, 2008 (the “Employee
Shareholders Agreement”)
among (i) Lantheus MI Holdings, Inc., a Delaware corporation, (ii) Avista
Capital Partners, L.P., Avista Capital Partners (Offshore), L.P., and
ACP-Lantern Co-Invest LLC, and (iii) certain other Persons listed on
Schedule A attached thereto, as the same may be updated from time to time.  Capitalized terms used, but not defined,
herein shall have the meaning ascribed to such terms in the Employee
Shareholders Agreement.


 


The
Joining Party hereby acknowledges, agrees and confirms that, by its execution
of this Joinder Agreement, the Joining Party shall be deemed to be a party to
the Employee Shareholders Agreement as of the date hereof.  The Joining Party (i) shall have all of
the rights and obligations of a “Employee Shareholder” under the Employee
Shareholders Agreement and (ii) such Joining Party shall be deemed a
“Employee Shareholder” and subject to all of the terms, conditions, limitations
and restrictions applicable thereto under the Employee Shareholders Agreement,
in each case, as if it had executed the Employee Shareholders Agreement.  The Joining Party hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Employee Shareholders Agreement.


 


IN
WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the
date written below.


 


	
  Date:
                        
        ,

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF JOINING PARTY]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  



 

















 


EXHIBIT B


 


FORM OF IRREVOCABLE PROXY


 


 


Signature Page to
Employee Shareholders’ Agreement