Exhibit 10.4


 


Execution Copy


 


AMENDED AND RESTATED


 


SHAREHOLDERS AGREEMENT


 


dated as of


 


February 26, 2008


 


among


 


LANTHEUS MI HOLDINGS, INC.,


 


AVISTA CAPITAL PARTNERS, LP,


 


AVISTA CAPITAL PARTNERS
(OFFSHORE), LP,


 


ACP-LANTERN CO-INVEST, LLC


 


and


 


CERTAIN MANAGEMENT SHAREHOLDERS
NAMED HEREIN


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  
	
  DEFINITIONS

  
	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  2

  
	
  Section 1.02.

  	
  Other
  Definitional and Interpretative Provisions

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
  CORPORATE GOVERNANCE

  
	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Composition
  of the Board

  	
  11

  
	
  Section 2.02.

  	
  Removal

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
  RESTRICTIONS ON TRANSFER

  
	
  11

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  General
  Restrictions on Transfer

  	
  11

  
	
  Section 3.02.

  	
  Legends

  	
  12

  
	
  Section 3.03.

  	
  Avista
  Permitted Transferees

  	
  12

  
	
  Section 3.04.

  	
  Restrictions
  on Transfers by the Avista Entities

  	
  12

  
	
  Section 3.05.

  	
  Restrictions
  on Transfers by Management Shareholders

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  
	
  TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS

  
	
  15

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Tag-Along
  Rights

  	
  15

  
	
  Section 4.02.

  	
  Drag-Along
  Rights

  	
  17

  
	
  Section 4.03.

  	
  Additional
  Conditions to Tag-Along and Drag-Along Sales

  	
  19

  
	
  Section 4.04.

  	
  Call
  Right and Put Right

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
  REGISTRATION RIGHTS

  
	
  23

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Demand
  Registration

  	
  23

  
	
  Section 5.02.

  	
  Piggyback
  Registration

  	
  25

  
	
  Section 5.03.

  	
  Lock-Up
  Agreements

  	
  26

  
	
  Section 5.04.

  	
  Registration
  Procedures

  	
  26

  
	
  Section 5.05.

  	
  Indemnification
  by the Company

  	
  30

  
	
  Section 5.06.

  	
  Indemnification
  by Participating Shareholders

  	
  31

  
	
  Section 5.07.

  	
  Conduct
  of Indemnification Proceedings

  	
  31

  
	
  Section 5.08.

  	
  Contribution

  	
  32

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 5.09.

  	
  Participation
  in Public Offering

  	
  33

  
	
  Section 5.10.

  	
  Other
  Indemnification

  	
  33

  
	
  Section 5.11.

  	
  Cooperation
  by the Company

  	
  33

  
	
  Section 5.12.

  	
  No
  Transfer of Registration Rights

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
  CERTAIN COVENANTS AND AGREEMENTS

  
	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Confidentiality

  	
  33

  
	
  Section 6.02.

  	
  Conflicting
  Agreements

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
  MISCELLANEOUS

  
	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Investment
  Opportunities and Conflicts of Interest

  	
  34

  
	
  Section 7.02.

  	
  Binding
  Effect; Assignability; Benefit

  	
  35

  
	
  Section 7.03.

  	
  Notices

  	
  35

  
	
  Section 7.04.

  	
  Waiver;
  Amendment; Termination

  	
  36

  
	
  Section 7.05.

  	
  No
  Right of Employment

  	
  37

  
	
  Section 7.06.

  	
  Governing
  Law

  	
  37

  
	
  Section 7.07.

  	
  Jurisdiction

  	
  37

  
	
  Section 7.08.

  	
  WAIVER
  OF JURY TRIAL

  	
  37

  
	
  Section 7.09.

  	
  Specific
  Enforcement

  	
  37

  
	
  Section 7.10.

  	
  Counterparts;
  Effectiveness

  	
  38

  
	
  Section 7.11.

  	
  Entire
  Agreement

  	
  38

  
	
  Section 7.12.

  	
  Severability

  	
  38

  



 


ii

















 


AMENDED AND RESTATED


 


SHAREHOLDERS’ AGREEMENT


 


This
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of February 26,
2008 (this “Agreement”), by and among (i) Lantheus
MI Holdings, Inc., a Delaware corporation (the “Company”),
(ii) Avista Capital Partners, LP, a Delaware limited partnership, Avista
Capital Partners (Offshore), LP, 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) certain other Persons listed on Schedule A attached
hereto, as may be updated from time to time pursuant to the provisions hereof
(each a “Management Shareholder” and,
collectively, the “Management Shareholders”).  For purposes of this Agreement, “Avista
Entities” and “Management 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,
in connection with the transactions contemplated by the Stock and Asset
Purchase Agreement dated as of December 16, 2007 (the “Purchase Agreement”), by and between ACP Lantern Holdings, Inc.,
ACP Lantern Acquisition Inc., both Delaware corporations, and Bristol-Myers Squibb
Company, a Delaware corporation, with respect to certain stock and assets
relating to the medical imaging business of Bristol-Myers Squibb Company,
certain parties hereto own or will be acquiring Company Securities (as defined
below);


 


WHEREAS,
the parties hereto entered into that certain Shareholders’ Agreement, dated as
of January 8, 2008;


 


WHEREAS,
the parties hereto desire to amend and restate the Shareholders Agreement,
dated as of January 8, 2008 in its entirety as set forth herein to govern
certain of their respective rights, duties and obligations with respect to the
ownership by 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 or the applicable class of Company
Securities, as the case may be, “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.


 


“Avista Permitted
Transferee” means, in respect of any Avista Entity, (i) any
other Avista Entity, (ii) any general or limited partner of such entity
(an “Avista
Partner”), and any corporation, partnership or other entity
that is an Affiliate of any Avista Partner (collectively, “Avista
Affiliates”), (iii) any managing director, general partner,
director, limited partner, 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 (iii) (collectively, “Avista
Associates”), (iv) 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 (v) a voting trustee for one or more Avista Entities,
Avista Affiliates or Avista Associates.


 


“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.


 


“Bylaws” means the Bylaws of the Company, as amended or
restated from time to time.


 


2

















 


“Call Period” means, with respect to the application of the
provisions of Section 4.04 to a terminated Management 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 Management Shareholder, “Cause” as defined in the
employment agreement, if any, by and between the Company or any of its
Subsidiaries and such Management Shareholder or, if not so defined:


 


(iv)                         the Management
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;


 


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


 


(vi)                         the Management
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


 


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


 


“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 


 


3

















 


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.


 


“Charter” means the Certificate of Incorporation of the
Company, as amended or restated from time to time.


 


“Closing Date” means January 8, 2008.


 


“Code” means the Internal Revenue Code of 1986.


 


“Common Stock” means the common stock, par value $0.001 per
share, of the Company and any stock into which such Common Stock may thereafter
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 Shareholder or group of Shareholders 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 a Management Shareholder pursuant to Section 4.04
on any date after the Closing Date, the amount paid by such Management
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 Management
Shareholder, “Disability” as defined in the employment agreement, if any, by
and between the Company or any of its Subsidiaries and such Management
Shareholder or, if not so defined, any physical or mental illness, injury or
infirmity which prevents and/or is reasonably likely to prevent the Management
Shareholder from performing the Management 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.


 


4

















 


“Drag-Along Portion” means, with respect to any Management
Shareholder and any class of Company Securities (i) the Aggregate
Ownership of such class of Company Securities by such Management Shareholder 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 4.02 and
the denominator of which is Drag-Along Seller’s Aggregate Ownership of the
class of Company Securities to be sold in such Drag-Along Sale.


 


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


 


“Fair Market Value” with respect to the Incentive Securities
as of any date of determination means, (i) 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, or (ii) if the Common Stock is
not publicly traded, 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.


 


“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 4.04 to a Terminated Management 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 Management 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 Management 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.


 


5

















 


“GAAP” means generally accepted accounting principles in the
United States.


 


“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
purchased or acquired by, or issued to, a Management 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 the Avista
Entities and any class of Company Securities, the Aggregate Ownership of such
class by the Avista Entities as of the date hereof, 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.


 


“Management Permitted Transferee” means (A) any executor, administrator or testamentary
trustee of such Management Shareholder’s estate if the Grantee dies, (B) any
transferee receiving Company Securities owned by such Management 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 Management Shareholder or one or more
lineal descendents, siblings or parents of such Management Shareholder or one
or more lineal descendents of any siblings of such Management Shareholder.


 


“NASD” means the National Association of Securities Dealers, Inc.


 


“Permitted Transferee” means, as applicable, a Avista
Permitted Transferee or a Management Permitted Transferee.


 


“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 held by such Shareholder (immediately before giving effect to
any applicable issuance) by (ii) the aggregate number of Shares held by
all Shareholders (immediately before giving effect to any applicable issuance).


 


“Public Offering” means an underwritten public offering of
Registrable Securities of the Company pursuant to an effective registration
statement under the 


 


6

















 


Securities
Act, other than pursuant to a registration statement on Form S-4 or Form S-8
or any similar or successor form.


 


“Purchased Securities” means any Company
Securities purchased by a Management Shareholder from the Company pursuant to
any subscription or stock purchase agreement, but excluding any Incentive
Securities and any Common Stock purchased by a Management Shareholder after the
First Public Offering in any open market transaction or otherwise from a Third
Party.


 


“Registrable Securities” means, at any time, (a) Shares
held by a Management Shareholder that constitute Purchased Securities, (b) any
Shares held by the Avista Entities,  and (c) any
other securities issued or issuable in respect of such Shares referred to in (a) or
(b) by way of conversion, exchange, stock dividend, split or combination,
recapitalization, merger, consolidation, other reorganization or otherwise
until (i) a registration statement covering such Shares has been declared
effective by the SEC and such Shares have been disposed of pursuant to such
effective registration statement; (ii) such Shares are sold pursuant to Rule 144
or Rule 145; (iii) such Shares have been registered for resale
pursuant to an effective registration statement on Form S-8 (or any
successor or similar form), provided, that,
with respect to Shares registered on a Form S-8 (or any successor or
similar form), if the holder of such Shares is requested to become subject to
any lock-up agreement pursuant to Section 5.03 with respect to a
particular registration as to which it otherwise would have been able to
participate but for this clause (iii), then such Shares registered on Form S-8
(or any successor or similar form) shall be deemed Registrable Securities with
respect to such registration; (iv) such Shares are owned by a Management
Shareholder who owns in the aggregate less than 1% of the issued and
outstanding Company Securities; or (v) such Shares are otherwise
Transferred, the Company has delivered a new certificate or other evidence of
ownership for such Shares not bearing the legend required pursuant to this
Agreement and such Shares may be resold without subsequent registration under
the Securities Act.


 


“Registration
Expenses” means any and all expenses incident to the
performance of or compliance with any registration or marketing of securities,
including all (i) registration and filing fees, and all other fees and
expenses payable in connection with the listing of securities on any securities
exchange or automated interdealer quotation system, (ii) fees and expenses
of compliance with any securities or “blue sky” laws (including reasonable fees
and disbursements of counsel in connection with “blue sky” qualifications of
the securities registered), (iii) expenses in connection with the
preparation, printing, mailing and delivery of any registration statements,
prospectuses and other documents in connection therewith and any amendments or
supplements thereto, (iv) security engraving and printing expenses, (v) internal
expenses of the Company (including all salaries and expenses of its officers
and employees performing legal or accounting duties), (vi) reasonable fees
and disbursements of counsel for the Company and customary fees and expenses
for independent certified public accountants retained by the Company (including
the expenses relating to any comfort letters or costs associated with the
delivery by independent certified public accountants of any comfort letters
requested pursuant to Section 5.04(h)), (vii) reasonable fees and
expenses of any


 


7














 


special
experts retained by the Company in connection with such registration, (viii) reasonable
fees and expenses of the Shareholders, including one counsel for all of the
Shareholders participating in the offering selected (A) by the Avista
Entities, in the case of any offering in which any Avista Entity participates,
or (B) in any other case, by the Shareholders holding the majority of the
Registrable Securities to be sold for the account of all Shareholders in the
offering, (ix) fees and expenses in connection with any review by the NASD
of the underwriting arrangements or other terms of the offering, and all fees
and expenses of any “qualified independent underwriter,” including the fees and
expenses of any counsel thereto, (x) fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but
excluding any underwriting fees, discounts and commissions attributable to the
sale of Registrable Securities, (xi) costs of printing and producing any
agreements among underwriters, underwriting agreements, any “blue sky” or legal
investment memoranda and any selling agreements and other documents in
connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer
agents’ and registrars’ fees and expenses and the fees and expenses of any
other agent or trustee appointed in connection with such offering, (xiii) expenses
relating to any analyst or investor presentations or any “road shows”
undertaken in connection with the registration, marketing or selling of the
Registrable Securities, (xiv) fees and expenses payable in connection with
any ratings of the Registrable Securities, including expenses relating to any
presentations to rating agencies and (xv) all out-of pocket costs and
expenses incurred by the Company or its appropriate officers in connection with
their compliance with Section 5.04(m).


 


“Rule 144” means Rule 144 (or any successor
provisions) under the Securities Act.


 


“SEC” means the Securities and Exchange Commission.


 


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


 


“Shares” means shares of Common Stock.


 


“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.


 


“Tag-Along Portion” means, with respect to any Tagging Person
in connection with a Tag-Along Sale, that number of securities equal to the
total amount of Shares held by the Tagging Person immediately prior to such
Transfer multiplied by a fraction the numerator
of which is the maximum number of Shares proposed to be Transferred by the 


 


8

















 


Tag-Along
Seller in such Tag-Along Sale and the denominator of which is the total amount
of Shares held by the Tag-Along Seller at such time.


 


“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.


 


“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.


 


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


 


	
   

  	
  Term

  	
   

  	
  Section

  	
   

  	
   

  
	
   

  	
  Avista
  Entities

  	
   

  	
  Preamble

  	
   

  	
   

  
	
   

  	
  Call
  Notice Date

  	
   

  	
  4.04(a)(ii)

  	
   

  	
   

  
	
   

  	
  Call
  Right

  	
   

  	
  4.04(a)(i)

  	
   

  	
   

  
	
   

  	
  Company

  	
   

  	
  Preamble

  	
   

  	
   

  
	
   

  	
  Confidential
  Information

  	
   

  	
  6.01(a)

  	
   

  	
   

  
	
   

  	
  Damages

  	
   

  	
  5.05

  	
   

  	
   

  
	
   

  	
  Demand
  Registration

  	
   

  	
  5.01(a)

  	
   

  	
   

  
	
   

  	
  Determination
  Time

  	
   

  	
  3.05(b)(i)

  	
   

  	
   

  
	
   

  	
  Drag-Along
  Rights

  	
   

  	
  4.02(a)

  	
   

  	
   

  
	
   

  	
  Drag-Along
  Sale

  	
   

  	
  4.02(a)

  	
   

  	
   

  
	
   

  	
  Drag-Along
  Sale Notice

  	
   

  	
  4.02(a)

  	
   

  	
   

  
	
   

  	
  Drag-Along
  Sale Notice Period

  	
   

  	
  4.02(a)

  	
   

  	
   

  
	
   

  	
  Drag-Along
  Sale Price

  	
   

  	
  4.02(a)

  	
   

  	
   

  
	
   

  	
  Drag-Along
  Seller

  	
   

  	
  4.02(a)

  	
   

  	
   

  
	
   

  	
  Drag-Along
  Transferee

  	
   

  	
  4.02(a)

  	
   

  	
   

  
	
   

  	
  Indemnified
  Party

  	
   

  	
  5.07

  	
   

  	
   

  
	
   

  	
  Indemnifying
  Party

  	
   

  	
  5.07

  	
   

  	
   

  
	
   

  	
  Management
  Shareholders

  	
   

  	
  Preamble

  	
   

  	
   

  
	
   

  	
  Maximum
  Offering Size

  	
   

  	
  5.01(e)

  	
   

  	
   

  
	
   

  	
  Other
  Business

  	
   

  	
  7.01(a)

  	
   

  	
   

  
	
   

  	
  Piggyback
  Registration

  	
   

  	
  5.02(a)

  	
   

  	
   

  
	
   

  	
  Purchase
  Agreement

  	
   

  	
  Recitals

  	
   

  	
   

  
	
   

  	
  Put
  Notice Date

  	
   

  	
  4.04(b)(ii)

  	
   

  	
   

  
	
   

  	
  Put
  Right

  	
   

  	
  4.04(b)(i)

  	
   

  	
   

  



 


9

















 


	
   

  	
  Term

  	
   

  	
  Section

  	
   

  	
   

  
	
   

  	
  Put
  Securities

  	
   

  	
  4.04(b)(i)

  	
   

  	
   

  
	
   

  	
  Registering
  Shareholders

  	
   

  	
  5.01(a)

  	
   

  	
   

  
	
   

  	
  Requesting
  Shareholder

  	
   

  	
  5.01(a)

  	
   

  	
   

  
	
   

  	
  Relative
  Ownership Percentage

  	
   

  	
  3.05(b)(i)

  	
   

  	
   

  
	
   

  	
  Replacement
  Nominee

  	
   

  	
  2.03(a)

  	
   

  	
   

  
	
   

  	
  Tag-Along
  Notice

  	
   

  	
  4.01(a)

  	
   

  	
   

  
	
   

  	
  Tag-Along
  Notice Period

  	
   

  	
  4.01(a)

  	
   

  	
   

  
	
   

  	
  Tag-Along
  Offer

  	
   

  	
  4.01(a)

  	
   

  	
   

  
	
   

  	
  Tag-Along
  Response Notice

  	
   

  	
  4.01(a)

  	
   

  	
   

  
	
   

  	
  Tag-Along
  Right

  	
   

  	
  4.01(a)

  	
   

  	
   

  
	
   

  	
  Tag-Along
  Sale

  	
   

  	
  4.01(a)

  	
   

  	
   

  
	
   

  	
  Tag-Along
  Seller

  	
   

  	
  4.01(a)

  	
   

  	
   

  
	
   

  	
  Tagging
  Person

  	
   

  	
  4.01(a)

  	
   

  	
   

  
	
   

  	
  Termination
  Date

  	
   

  	
  4.04(a)(i)

  	
   

  	
   

  
	
   

  	
  Termination
  Event

  	
   

  	
  4.04(a)(i)

  	
   

  	
   

  
	
   

  	
  Termination
  Price

  	
   

  	
  4.04(c)

  	
   

  	
   

  
	
   

  	
  Termination
  Securities

  	
   

  	
  4.04(a)(i)

  	
   

  	
   

  
	
   

  	
  Terminated
  Shareholder

  	
   

  	
  4.04(a)(i)

  	
   

  	
   

  
	
   

  	
  Unrestricted
  Securities

  	
   

  	
  3.05(b)(i)

  	
   

  	
   

  



 


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; provided
that with respect to any agreement or contract listed on any schedules hereto,
all such amendments, modifications or supplements must also be listed in the
appropriate schedule.  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.


 


10

















 


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.


 


(b)                                 Each Management
Shareholder agrees that it shall vote its Shares 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.


 


(c)                                  The Company
agrees to cause each individual designated pursuant to Section 2.01(a) to
be nominated to serve as a director on the Board, and to take all other
necessary actions (including calling a special meeting of the Board and/or
shareholders) to ensure that the composition of the Board is as set forth in
this Section 2.01.


 


(d)                                 The Board may
create executive, compensation, audit and such other committees as it may
determine.  The Avista Entities shall be
entitled to majority representation on any committee created by the Board.


 


Section 2.02.                             Removal.  Each Management Shareholder agrees that it
shall not vote any of its Shares in favor of the removal of any director who
shall have been designated pursuant to Section 2.01, unless the Person or
Persons entitled to designate or nominate such director shall have consented to
such removal in writing, provided that,
if the Person or Persons entitled to designate any director pursuant to Section 2.01
shall request in writing the removal of such director, such Management
Shareholder shall vote its Shares in favor of such removal.


 


ARTICLE 3

RESTRICTIONS ON TRANSFER


 


Section 3.01.                             General
Restrictions on Transfer.  (a) 
Each 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 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 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.


 


11

















 


Section 3.02.                             Legends.  (a)  In addition to any other legend
that may be required, each certificate for Company Securities issued to any
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 SHAREHOLDERS’ AGREEMENT DATED AS
OF JANUARY 8, 2008, 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.                             Avista
Permitted Transferees. 
Notwithstanding anything in this Agreement to the contrary, any Avista
Entity may at any time Transfer any or all of its Company Securities to one or
more of Avista Permitted Transferees without the consent of the Board or any
other Shareholder and without compliance with Sections 3.04, 3.05, 4.01 and
4.02 so long as (a) such Avista Permitted Transferee shall have agreed in
writing to be bound by the terms of this Agreement pursuant to a Joinder
Agreement and (b) the Transfer to such Avista Permitted Transferee is in
compliance with the Securities Act and any other applicable securities or “blue
sky” laws.


 


Section 3.04.                             Restrictions
on Transfers by the Avista Entities.  (a)  Subject to Section 3.04(b), if
any Avista Entity desires to Transfer any of its Shares, other than to one or
more Avista Permitted Transferees in accordance with Section 3.03 or other
than in connection with a transaction contemplated by Section 4.02, (i) such
Avista Entity shall comply with Section 4.01 to the extent such section is
applicable, (ii) the applicable transferee shall agree to be bound by the
terms of this Agreement as an Avista Entity by executing and delivering to the
Company a Joinder Agreement in accordance with Section 7.02 and (iii) such
Avista Entity shall give prior written notice to the Company of the proposed
Transfer, including the identity of such proposed transferee and such other
information as the Company may reasonably request to ensure compliance with the
terms of this Agreement.  Any Transfer by
an Avista Entity of any of its Shares shall be made in compliance with the
Securities Act and any other applicable securities or “blue sky” laws.


 


12

















 


(b)                                 The
restrictions on Transfers set forth in Section 3.04(a) above shall
terminate on the earlier of the date of the First Public Offering and the date
on which the percentage determined by dividing the Aggregate Ownership of
Shares for the Avista Entities on such date by their Initial Ownership of
Shares falls below 14%.


 


Section 3.05.                             Restrictions
on Transfers by Management Shareholders.  (a) Subject to Section 3.05(c), no
Management Shareholder shall Transfer any of its Company Securities except as follows:


 


(i)                                     in a Transfer
made to one or more Management Permitted Transferee;


 


(ii)                                  in a Transfer
made in compliance with Section 3.05(b);


 


(iii)                               as a Tagging
Person in a Transfer made in compliance with Section 4.01;


 


(iv)                              in a Transfer
made in compliance with Section 4.02; or


 


(v)                                 with the prior
written consent of the Avista Entities;


 


provided, however, each Transfer in accordance with clauses (i) through
(iv) 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 a Management Shareholder in accordance with Section 7.02
and (y) the transferring Management 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 (including any rights afforded to a
Management Shareholder pursuant to Article 5) 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 Management 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 Management Shareholder immediately following the
effective time of such Transfer (the “Determination Time”)
being less


 


13

















 


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 3.05(b)(i), “Relative
Ownership Percentage” means:


 


(x)                                   with respect to
the Unrestricted Securities held by a Management Shareholder, a fraction
(expressed as a percentage), (A) the numerator of which is the number of
Unrestricted Securities owned by such Management 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 Management
Shareholder immediately following the First Public Offering and (2) the
number of Company Securities owned by such Management 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 Management Shareholder and each
Permitted Transferee of such information. 
Any Management Shareholder wishing to Transfer Company Securities pursuant
to Section 3.05(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 Management Shareholder may Transfer pursuant
to Section 3.05(b)(i).


 


(c)                                  The
restrictions on Transfers set forth in Section 3.05(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%.


 


14

















 


ARTICLE 4

TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS


 


Section 4.01.                             Tag-Along
Rights.  (a) Subject to Sections
4.01(f) and 4.03, if the Avista Entities (together, the “Tag-Along Seller”) propose to Transfer, in a transaction
otherwise permitted by Article 3, any number of Shares in a single
transaction or in a series of related transactions (a “Tag-Along
Sale”),


 


(i)                                     the Tag-Along
Seller shall provide each Management Shareholder notice of the terms and
conditions of such proposed Transfer (“Tag-Along Notice”)
and offer each Management Shareholder the opportunity to participate in such
Transfer in accordance with and to the extent eligible under this Section 4.01,
and


 


(ii)                                  to the extent
eligible under this Section 4.01, each Management Shareholder may elect,
at its option, to participate in the proposed Transfer in accordance with this Section 4.01
(each such electing Management Shareholder, a “Tagging
Person”).


 


The
Tag-Along Notice shall identify the number of Shares proposed to be sold by the
Tag-Along Seller (“Tag-Along Offer”),
the price at which the Transfer is proposed to be made, and all other material
terms and conditions of the Tag-Along Offer. 
It being understood that, for the purposes of this Section 4.01,
Shares of a Management Shareholder shall exclude any Incentive Securities
underlying any Common Stock Options, whether or not such Common Stock Options
are vested, unless such Common Stock Options are exercised prior to the end of
the Tag-Along Notice Period (as defined below).


 


From
the date of its receipt of the Tag-Along Notice, each Tagging Person shall have
the right (a “Tag-Along Right”), exercisable by
notice (“Tag-Along Response Notice”) given to
the Tag-Along Seller within 10 days after its receipt of the Tag-Along Notice
(the “Tag-Along Notice Period”), to request
that the Tag-Along Seller include in the proposed Transfer the number of Shares
held by such Tagging Person as is specified in the Tag-Along Response Notice, provided that each Tagging Person shall be entitled to
include in the Tag-Along Sale only its Tag-Along Portion of Shares and the
Tag-Along Seller shall be entitled to include the number of Shares proposed to
be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice
(reduced, to the extent necessary, so that each Tagging Person shall be able to
include its Tag-Along Portion) and such additional Shares as permitted by Section 4.01(d).  No later than 10 days prior to the expected
closing date of a Tag-Along Sale, each Tagging Person that exercises its
Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, with its
Tag-Along Response Notice, the certificate or certificates representing the
Shares of such Tagging Person to be included in the Tag-Along Sale, together
with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer
such Shares on the terms set forth in the Tag-Along Notice and otherwise on
terms and conditions applicable to the Tag-Along Seller or otherwise more
advantageous to the Tag-Along Seller than set forth in the Tag-


 


15

















 


Along
Notice.  Delivery of the Tag-Along
Response Notice with such certificate or certificates and limited
power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along
Offer by such Tagging Persons.


 


If,
at the end of a 120-day period after such delivery of such Tag-Along Response
Notice (which 120-day period shall be extended if any of the transactions
contemplated by the Tag-Along Offer are subject to regulatory approval until
the expiration of five Business Days after all such approvals have been
received, but in no event later than 180 days following receipt of the
Tag-Along Response Notice by the Tag-Along Seller), the Tag-Along Seller has
not completed the Transfer of all such Shares on substantially the same terms
and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (A) return
to each Tagging Person the limited power-of-attorney together with all
certificates representing the Shares that such Tagging Person delivered for
Transfer pursuant to this Section 4.01(a) and any other documents in
the possession of the Tag-Along Seller executed by the Tagging Persons in
connection with the proposed Tag-Along Sale, and (B) not conduct any
Transfer of Shares without again complying with this Section.


 


(b)                                 Concurrently
with the consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify
the Tagging Persons thereof, (ii) remit to the Tagging Persons the total
consideration for the Shares of the Tagging Persons Transferred pursuant
thereto, with the cash portion of the purchase price paid by wire transfer of
immediately available funds in accordance with the wire transfer instructions
in the applicable Tag-Along Response Notices and (iii) promptly after the
consummation of such Tag-Along Sale, furnish such other evidence of the
completion and the date of completion of such transfer and the terms thereof as
may be reasonably requested by the Tagging Persons.


 


(c)                                  If at the
termination of the Tag-Along Notice Period any Shareholder shall not have
elected to participate in the Tag-Along Sale, such Shareholder shall be deemed
to have waived its rights under Section 4.01(a) with respect to the
Transfer of its Shares pursuant to such Tag-Along Sale.


 


(d)                                 If (i) any
Shareholder declines to exercise its Tag-Along Rights or (ii) any Tagging
Person elects to exercise its Tag-Along Rights with respect to less than such
Tagging Person’s Tag-Along Portion, the Tag-Along Seller shall be entitled to
Transfer, pursuant to the Tag-Along Offer, a number of Shares held by it equal
to the number of Shares constituting, as the case may be, the Tag-Along Portion
of such Shareholder or the portion of such Tagging Person’s Tag-Along Portion
with respect to which Tag-Along Rights were not exercised.


 


(e)                                  Notwithstanding
anything contained in this Section 4.01, there shall be no liability on
the part of the Tag-Along Seller to the Tagging Persons (other than the
obligation to return any certificates evidencing Shares and other applicable
documents received by the Tag-Along Seller) if the Transfer of Shares pursuant
to Section 4.01 is not consummated for whatever reason.  Whether to effect a Transfer of


 


16

















 


Shares pursuant to this Section 4.01 by the
Tag-Along Seller is in the sole and absolute discretion of the Tag-Along
Seller.


 


(f)                                    The provisions
of this Section 4.01 (i) shall not apply to any proposed Transfer of
any Shares by the Tag-Along Seller (A) in a Public Offering or pursuant to
Rule 144 or (B) pursuant to Section 4.02 if the Drag-Along
Seller exercises its Drag-Along Rights, (ii) shall not apply to any
proposed Transfers of any Shares by the Tag-Along Seller so long as the Shares
to be sold in such proposed Transfers do not in the aggregate exceed 15% of
such Tag-Along Seller’s Initial Ownership of the Shares, and (iii) shall
not apply to any Avista Permitted Transferees.


 


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


 


Section 4.02.                             Drag-Along
Rights.  (a)  Subject to this Section 4.02
and Section 4.03, if the Avista Entities (together, the “Drag-Along Seller”) propose to Transfer not less than 50% of
their collective Initial 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 Management Shareholders (i) to
Transfer the Drag-Along Portion of such class of Company Securities (“Drag-Along Rights”) then held by every Management
Shareholder, and (ii) subject to and at the closing of the Drag-Along
Sale, to exercise such number of options or warrants for Shares held by every
Management Shareholder as is required in order that a sufficient number of
Shares are available to Transfer the relevant Drag-Along Portion of Company
Securities of each Management 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 Management Shareholder that holds options
or warrants the exercise price per share of which is greater than the per share
price at which the Shares 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 4.02(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 Shares 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
Management 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 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 Management Shareholder shall be the Drag-Along Portion of the class of
Company Securities that such Shareholder owns. 
Each Management 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


 


17














 


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 (to the extent a vote or consent is required) 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 Management
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 Mangement 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 4.02(a) at
the closing for such Drag-Along Sale against delivery to such Shareholder of
the consideration therefor.  If a Management
Shareholder should fail to deliver such certificates to the Drag-Along Seller,
the Company (subject to reversal under Section 4.02(b)) shall cause the
books and records of the Company to show that such Company Securities are bound
by the provisions of this Section 4.02(a) and that such Company
Securities shall be Transferred to the Drag-Along Transferee immediately upon
surrender for Transfer by the holder thereof.


 


(a)                                  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 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 Management Shareholders the limited power-of-attorney and all certificates
and other applicable instruments representing Company Securities that such
Management Shareholders delivered for Transfer pursuant hereto, together with
any other documents in the possession of the Drag-Along Seller executed by the
Management 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 Management
Shareholders shall again be in effect.


 


(b)                                 Concurrently
with the consummation of the Transfer of Company Securities pursuant to this Section 4.02,
the Drag-Along Seller shall give notice thereof to the Management Shareholders,
shall remit to each of the Management 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 


 


18

















 


Management 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.


 


(c)                                  Notwithstanding
anything contained in this Section 4.02, there shall be no liability on
the part of the Drag-Along Seller to the Management Shareholders (other than
the obligation to return the limited power-of-attorney and the certificates and
other applicable instruments representing Shares received by the Drag-Along
Seller) if the Transfer of Company Securities pursuant to this Section 4.02
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 4.02 by the Drag-Along Seller is in
the sole and absolute discretion of the Drag-Along Seller.


 


(d)                                 This Section 4.02
shall terminate upon the consummation of the First Public Offering.


 


Section 4.03.                             Additional
Conditions to Tag-Along and Drag-Along Sales.  Notwithstanding anything contained in Section 4.01
or 4.02, the rights and obligations of the Management Shareholders to
participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale
under Section 4.02 are subject to the following conditions:


 


(a)                                  each Management
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 Tag-Along Sale or Drag-Along Sale to the extent such
expenses are incurred for the benefit of all Shareholders and are not otherwise
paid by the Company or another Person; and


 


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


 


Section 4.04.                           Call
Right and Put Right.


 


(a)                                  Call Right.


 


(i)                                     Upon any
Management Shareholder ceasing to be employed by, or providing services to, the
Company or one of its Subsidiaries (a “Terminated Shareholder”)
for any reason (a “Termination Event”),
subject to the provisions of this Section 4.04, the Company shall have the
option to purchase (the “Call Right”),
and if such option is exercised, such Terminated Shareholder shall sell, and
shall cause any Permitted Transferees of such Terminated Shareholder to sell, 


 


19

















 


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 4.04(c) below) of the Termination
Securities.


 


(ii)                                  With respect to
each Termination Security, the Company shall notify a Terminated 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 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 4.04 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 4.04 in the same manner in which the Company could
exercise such rights.


 


(iii)                               The closing of
the purchase by the Company of Termination Securities pursuant to this Section 4.04(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 Shareholder and/or such Terminated 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 Shareholder and/or such Terminated
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 4.04 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 


 


20

















 


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
Management Shareholder’s termination as a result of death or Disability, such
Management Shareholder (or his or her 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 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
Shareholder (or such Terminated Shareholder’s Permitted Transferees) shall
notify the Company in writing, within 60 days of the Termination Date, whether
such Terminated Shareholder (or such Permitted Transferee) will exercise its
option pursuant to Section 4.04(b)(i) (the date on which the Company
is so notified, the “Put Notice Date”).


 


(iii)                               Any notice
delivered pursuant to Section 4.04(b)(ii) shall set forth the date
chosen by such Management Shareholder for the closing of the purchase by the
Company of Put Securities pursuant to this Section 4.04(b), which date
shall in no event be less than 60 days nor 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 Shareholder and/or such Terminated 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 Shareholder and/or such Terminated 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 4.05(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 


 


21

















 


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 4.04,
if the employment or other service arrangement of a Management 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 Management
  Shareholder for any reason

  	
   

  	
  Lower
  of Cost or Fair Market Value

  	
   

  	
  Lower
  of Cost or Fair Market Value

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Death
  or Disability

  	
   

  	
  Greater
  of Cost or Fair Market Value

  	
   

  	
  Fair
  Market Value

  



 


For
purposes of this Section 4.04(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 Management Shareholder is in breach of the covenants contained
in Article 6 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.


 


22

















 


(e)                                  Termination of
Call Right and Put Right.  The
Call Rights under this Section 4.04 shall terminate one (1) year
after the consummation of the First Public Offering.


 


ARTICLE 5


REGISTRATION RIGHTS


 


Section 5.01.                             Demand
Registration.  (a) 
If the Company shall receive a request (each such request shall be referred to
herein as a “Demand Registration”) from the Avista Entities at any
time following the Closing Date (such requesting Shareholders, together, the “Requesting
Shareholder”) that the Company effect the registration under
the Securities Act of all or any portion of such Requesting Shareholder’s
Registrable Securities, then the Company shall use its best efforts to effect,
as expeditiously as possible, the registration under the Securities Act of:


 


(i)                                     all Registrable
Securities for which the Requesting Shareholders have requested registration
under this Section 5.01, and


 


(ii)                                  subject to the
restrictions set forth in Section 5.01(e) and 5.02, all other
Registrable Securities of the same class as those requested to be registered by
the Requesting Shareholders that any Shareholders with rights to request
registration under Section 5.02 (all such Shareholders, together with the
Requesting Shareholders, the “Registering Shareholders”)
have requested the Company to register in accordance with Section 5.02(a),


 


all
to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered.


 


(b)                                 At any time
prior to the effective date of the registration statement relating to such
registration, the Requesting Shareholders may revoke such request for a Demand
Registration, without liability to any of the other Registering Shareholders,
by providing a notice to the Company revoking such request.


 


(c)                                  The Company
shall be liable for and pay all Registration Expenses in connection with any
Demand Registration.


 


(d)                                 A Demand
Registration shall not be deemed to have occurred:


 


(i)                                     unless the
registration statement relating thereto (A) has become effective under the
Securities Act and (B) has remained effective for a period of at least 180
days (or such shorter period in which all Registrable Securities of the
Requesting Shareholders included in such registration have actually been sold
thereunder), provided that such
registration statement shall not be considered a Demand Registration if, after
such registration statement becomes effective, (1) such registration
statement is interfered with by any stop order, injunction or other 


 


23

















 


order or requirement of the
SEC or other governmental agency or court or (2) less than 75% of the
Registrable Securities included in such registration statement have been sold
thereunder; or


 


(ii)                                  if the number
of Registrable Securities of the Requesting Shareholders included in the
registration statement is reduced in accordance with Section 5.01(e) as
a result of the Maximum Offering Size (as defined below) such that less than 662/3% of the Registrable Securities of the Requesting
Shareholders sought to be included in such registration are included.


 


(e)                                  If a Demand
Registration involves an underwritten Public Offering and the managing
underwriter advises the Company and the Requesting Shareholders that, in its
view, the number of shares of Registrable Securities requested to be included
in such registration (including any securities that the Company proposes to be
included that are not Registrable Securities) exceeds the largest number of
shares that can be sold without having an adverse effect on such offering,
including the price at which such shares can be sold (the “Maximum
Offering Size”), the Company shall include in such
registration, in the priority listed below, up to the Maximum Offering Size:


 


(i)                                     first, all
Registrable Securities requested to be registered by the Requesting
Shareholders,


 


(ii)                                  second, all
Registrable Securities requested to be included by other security holders of
the Company having registration rights, allocated, if necessary for the
offering not to exceed the Maximum Offering Size, pro rata among such security
holders based on the relative number of Registrable Securities owned by each of
such security holders, and


 


(iii)                              third, such
number of Registrable Securities proposed to be registered for the account of
the Company, if any, as would not cause the offering to exceed the Maximum
Offering Size.


 


(f)                                    Upon notice to
each Requesting Stockholder, the Company may postpone effecting a registration
pursuant to this Section 5.01 on one occasion during any period of 12
consecutive months for a reasonable time specified in the notice but not
exceeding 90 days (which period may not be extended or renewed), if (i) an
investment banking firm of recognized national standing shall advise the
Company and the Requesting Shareholders in writing that effecting the
registration would materially and adversely affect an offering of securities of
such Company the preparation of which had then been commenced or (ii) the
Company is in possession of material non-public information the disclosure of
which during the period specified in such notice the Company reasonably
believes would not be in the best interests of the Company.


 


(g)                                 The Avista
Entities shall be entitled to request one or more Demand Registrations in
accordance with Section 5.01(a).  A
Demand Registration shall not be counted as a Demand Registration hereunder
until such Demand Registration has 


 


24

















 


been declared effective and maintained continuously
effective for a period of at least six months or such shorter period when all
Registrable Securities included therein have been sold in accordance with such
Demand Registration.


 


Section 5.02.                             Piggyback
Registration.  (a) 
If, at any time after the consummation of the First Public Offering, the Company
proposes to register any Company Securities under the Securities Act (other
than a registration statement on Form S-4 or S-8, or any successor forms,
relating to Shares issuable upon exercise of employee stock options or in
connection with any employee benefit or similar plan of the Company or in
connection with a direct or indirect acquisition by the Company of another
Person), whether or not for sale for its own account, including pursuant to a
Demand Registration under Section 5.01, the Company shall each such time
give prompt notice at least five Business Days prior to the anticipated filing
date of the registration statement relating to such registration to each
Shareholder that holds Registrable Securities, which notice shall set forth
such Shareholder’s rights under this Section 5.02 and shall, subject to
Sections 3.05(b) and 5.02(b), offer such Shareholder the opportunity to
include in such registration statement the number of Registrable Securities of
the same class or series as those proposed to be registered as each such
Shareholder may request (a “Piggyback Registration”).  Upon the request of any such Shareholders
made within five Business Days after the receipt of notice from the Company
(which request shall specify the number of Registrable Securities intended to
be registered by such Shareholder), the Company shall use all reasonable best
efforts to effect the registration under the Securities Act of all Registrable
Securities that the Company has been so requested to register by all such Shareholders,
to the extent requisite to permit the disposition of the Registrable Securities
so to be registered, provided that (i) if
such registration involves an underwritten Public Offering (but not the First
Public Offering), all such Shareholders requesting to be included in the
Company’s registration must sell their Registrable Securities to the
underwriters selected as provided in Section 5.04(f)(i) on the same
terms and conditions as apply to the Company or the Shareholders requesting
such registration, as applicable, and (ii) if, at any time after giving
notice of its intention to register any Company Securities pursuant to this Section 5.02(a) and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register such securities, the Company shall give notice to all such
Shareholders and, thereupon, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration.  The Company shall pay all Registration
Expenses in connection with each Piggyback Registration.


 


(b)                                 If a Piggyback
Registration involves an underwritten Public Offering (other than any Demand
Registration, in which case the provisions with respect to priority of
inclusion in such offering set forth in Section 5.01(e) for such “demand”
right shall apply) and the managing underwriter advises the Company that, in
its view, the number of Registrable Securities that the Company and the
Shareholders intend to include in such registration exceeds the Maximum
Offering Size, the Company shall include in such registration, in the following
priority, up to the Maximum Offering Size:


 


25

















 


(i)                                     first, such
number of Registrable Securities proposed to be registered for the account of
the Company, if any, as would not cause the offering to exceed the Maximum
Offering Size;


 


(ii)                                  second, all
Registrable Securities requested to be included in such registration by any
security holder of the Company with “demand” rights;


 


(iii)                               third, all
Registrable Securities requested to be included in such registration by any
Management Shareholder pursuant to this Section 5.02; and


 


(iv)                              fourth, all
Registrable Securities requested to be included by other security holders of
the Company having registration rights, allocated, if necessary for the
offering not to exceed the Maximum Offering Size, pro rata among such security
holders based on the relative number of Registrable Securities owned by each of
such security holders.


 


Section 5.03.                             Lock-Up
Agreements.  In
connection with any Public Offering, no Management Shareholder shall effect any
public sale or private offer or distribution of any Registrable Securities
during the 10 days prior to the consummation of such Public Offering and during
such time period after the consummation of such Public Offering not to exceed
90 days (or 180 days in the case of the First Public Offering).  Notwithstanding the foregoing, this Section 5.03
shall not apply to any sale by any Management Shareholder of Company Securities
as part of any such Public Offering or of Company Securities acquired in open
market transactions or block purchases by any such Management Shareholder
subsequent to the First Public Offering.


 


Section 5.04.                             Registration
Procedures.  Whenever
Shareholders request that any Registrable Securities be registered pursuant to Section 5.01,
subject to the provisions of such Section, the Company shall use its reasonable
best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as
quickly as practicable, and, in connection with any such request:


 


(a)                                  The Company
shall as expeditiously as possible prepare and file with the SEC a registration
statement on any form for which the Company then qualifies or that counsel for
the Company shall deem appropriate and which form shall be available for the
sale of the Registrable Securities to be registered thereunder in accordance
with the intended method of distribution thereof.


 


(b)                                 Prior to filing
a registration statement or prospectus or any amendment or supplement thereto,
the Company shall, if requested, furnish to each participating Management
Shareholder and each underwriter, if any, of the Registrable Securities covered
by such registration statement copies of such registration statement as
proposed to be filed, and thereafter the Company shall furnish to such
Management Shareholder and underwriter, if any, such number of 


 


26

















 


copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the
prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under Rule 424
or Rule 430A under the Securities Act and such other documents as such
Shareholder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Management
Shareholder.  Each Shareholder shall have
the right to request that the Company modify any information contained in such
registration statement, amendment and supplement thereto pertaining to such
Shareholder and the Company shall use its reasonable best efforts to comply
with such request, provided, however,
that the Company shall not have any obligation so to modify any information if
the Company reasonably expects that so doing would cause the prospectus to
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading.


 


(c)                                  After the
filing of the registration statement, the Company shall (i) cause the
related prospectus to be supplemented by any required prospectus supplement,
and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act, (ii) comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement during the applicable period in accordance with the
intended methods of disposition by the Registering Shareholders thereof set
forth in such registration statement or supplement to such prospectus and (iii) promptly
notify each Registering Shareholder holding Registrable Securities covered by
such registration statement of any stop order issued or threatened by the SEC
or any state securities commission and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered.


 


(d)                                 The Company
shall use its reasonable best efforts to (i) register or qualify the
Registrable Securities covered by such registration statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as any
Registering Shareholders holding such Registrable Securities reasonably (in
light of such Shareholder’s intended plan of distribution) requests and (ii) cause
such Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable such Shareholder to
consummate the disposition of the Registrable Securities owned by such
Shareholder, provided that the Company shall not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 5.04(d), (B) subject itself
to taxation in any such jurisdiction or (C) consent to general service of
process in any such jurisdiction.


 


27














 


(e)                                  The Company
shall immediately notify each Registering Shareholder holding such Registrable
Securities covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and
promptly prepare and make available to each such Shareholder and file with the
SEC any such supplement or amendment.


 


(f)                                    (i) The
Avista Entities shall have the right, in their sole discretion, to select an
underwriter or underwriters in connection with any Public Offering resulting
from the exercise by any Avista Entity of any “demand” right, which underwriter
or underwriters may include any Affiliate of any Avista Entity, and (ii) the
Company shall select an underwriter or underwriters in connection with any
other Public Offering.  In connection
with any Public Offering, the Company shall enter into customary agreements
(including an underwriting agreement in customary form) and take all such other
actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities in any such Public Offering,
including the engagement of a “qualified independent underwriter” in connection
with the qualification of the underwriting arrangements with the NASD.  Each Registering Shareholder participating in
any such Public Offering shall also enter into such agreements, as applicable,
provided that the terms of such agreements are consistent with this Agreement.


 


(g)                                 Upon execution
of confidentiality agreements in form and substance reasonably satisfactory to
the Company, the Company shall make available for inspection by any Registering
Shareholders and any underwriter participating in any disposition pursuant to a
registration statement being filed by the Company pursuant to this Section 5.04
and any attorney, accountant or other professional retained by any such
Shareholder or underwriter (collectively, the “Inspectors”), all financial and
other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be reasonably necessary or desirable to
enable them to exercise their due diligence responsibility, and cause the
Company’s officers, directors and employees to supply all information
reasonably requested by any Inspectors in connection with such registration
statement.  Records that the Company
determines, in good faith, to be confidential and that it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a misstatement or
omission in such registration statement or (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction.  Each Registering
Shareholder agrees that information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it or its
Affiliates as the basis for any market 


 


28

















 


transactions in the Company
Securities unless and until such information is made generally available to the
public.  Each Registering Shareholder
further agrees that, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction, it shall give notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential.


 


(h)                                 The Company
shall furnish to each Registering Shareholder and to each such underwriter, if
any, a signed counterpart, addressed to such Shareholder or underwriter, of
(i) an opinion or opinions of counsel to the Company and (ii) a
comfort letter or comfort letters from the Company’s independent public
accountants, each in customary form and covering such matters of the kind
customarily covered by opinions or comfort letters, as the case may be, as a
majority of such Shareholders or the managing underwriter therefor reasonably
requests.


 


(i)                                     The Company
shall otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earnings statement or such other document covering a
period of 12 months, beginning within three months after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.


 


(j)                                     The Company may
require each such Registering Shareholder promptly to furnish in writing to the
Company such information regarding the distribution of the Registrable
Securities as the Company may from time to time reasonably request and such other
information as may be legally required in connection with such registration.


 


(k)                                  Each such
Registering Shareholder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 5.04(e),
such Shareholder shall forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Shareholder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 5.04(e), and, if so directed
by the Company, such Shareholder shall deliver to the Company all copies, other
than any permanent file copies then in such Shareholder’s possession, of the
most recent prospectus covering such Registrable Securities at the time of
receipt of such notice.  If the Company
shall give such notice, the Company shall extend the period during which such
registration statement shall be maintained effective (including the period
referred to in Section 5.04(a)) by the number of days during the period
from and including the date of the giving of notice pursuant to Section 5.04(e) to
the date when the Company shall make available to such Shareholder a prospectus
supplemented or amended to conform with the requirements of Section 5.04(e).


 


29

















 


(l)                                     The Company
shall use its reasonable best efforts to list all Registrable Securities
covered by such registration statement on any securities exchange or quotation
system on which any of the Registrable Securities are then listed or traded.


 


(m)                               The Company
shall have appropriate officers of the Company (i) prepare and make
presentations at any “road shows” and before analysts and rating agencies, as
the case may be, (ii) take other actions to obtain ratings for any
Registrable Securities and (iii) otherwise use their reasonable best
efforts to cooperate as reasonably requested by the underwriters in the
offering, marketing or selling of the Registrable Securities.


 


Section 5.05.                             Indemnification
by the Company.  The Company
agrees to indemnify and hold harmless each Registering Shareholder holding
Registrable Securities covered by a registration statement, its officers,
directors, employees, partners and agents, and each Person, if any, who controls
such Shareholder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses,
claims, damages, liabilities and expenses (including reasonable expenses of
investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Securities (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by or relating to any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such Damages are caused by or related to any such untrue
statement or omission or alleged untrue statement or omission so made based
upon information furnished in writing to the Company by such Registering Shareholder
or on such Registering Shareholder’s behalf expressly for use therein, provided that, with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary
prospectus, or in any prospectus, as the case may be, the indemnity agreement
contained in this paragraph shall not apply to the extent that any Damages
result from the fact that a current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) was not sent or given to the
Person asserting any such Damages at or prior to the written confirmation of
the sale of the Registrable Securities concerned to such Person if it is
determined that the Company has provided such prospectus to such Registering
Shareholder and it was the responsibility of such Registering Shareholder to
provide such Person with a current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) and such current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be)
would have cured the defect giving rise to such Damages.  The Company also agrees to indemnify any
underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act on substantially
the same basis as that of the indemnification of the Shareholders provided in
this Section 5.05.


 


30

















 


Section 5.06.                             Indemnification
by Participating Shareholders.  Each Registering Shareholder holding
Registrable Securities included in any registration statement agrees, severally
but not jointly, to indemnify and hold harmless the Company, its officers,
directors and agents and each Person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Registering Shareholder, but only (i) with respect to
information furnished in writing by such Registering Shareholder or on such
Registering Shareholder’s behalf expressly for use in any registration
statement or prospectus relating to the Registrable Securities, or any
amendment or supplement thereto, or any preliminary prospectus or (ii) to
the extent that any Damages result from the fact that a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) was
not sent or given to the Person asserting any such Damages at or prior to the
written confirmation of the sale of the Registrable Securities concerned to
such Person if it is determined that it was the responsibility of such
Registering Shareholder to provide such Person with a current copy of the prospectus
(or such amended or supplemented prospectus, as the case may be) and such
current copy of the prospectus (or such amended or supplemented prospectus, as
the case may be) would have cured the defect giving rise to such loss, claim,
damage, liability or expense.  Each such
Registering Shareholder also agrees to indemnify and hold harmless underwriters
of the Registrable Securities, their officers and directors and each Person who
controls such underwriters within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act on substantially the same
basis as that of the indemnification of the Company provided in this Section 5.06.  As a condition to including Registrable
Securities in any registration statement filed in accordance with Article 5,
the Company may require that it shall have received an undertaking reasonably
satisfactory to it from any underwriter to indemnify and hold it harmless to
the extent customarily provided by underwriters with respect to similar securities.  No Registering Shareholder shall be liable
under this Section 5.05 for any Damages in excess of the net proceeds
realized by such Shareholder in the sale of Registrable Securities of such
Registering Shareholder to which such Damages relate.


 


Section 5.07.                             Conduct
of Indemnification Proceedings.  If any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to this Article 5, such Person (an “Indemnified Party”) shall promptly notify the Person against
whom such indemnity may be sought (the “Indemnifying Party”)
in writing and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to
notify the Indemnifying Party shall not relieve the Indemnifying Party of its
obligations hereunder except to the extent that the Indemnifying Party is
materially prejudiced by such failure to notify.  In any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the
retention of such counsel or (ii) in the reasonable judgment of such
Indemnified Party 


 


31

















 


representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them.  It is understood that, in
connection with any proceeding or related proceedings in the same jurisdiction,
the Indemnifying Party shall not be liable for the reasonable fees and expenses
of more than one separate firm of attorneys (in addition to any local counsel)
at any time for all such Indemnified Parties, and that all such fees and
expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the
Indemnified Parties, such firm shall be designated in writing by the
Indemnified Parties.  The Indemnifying
Party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent, or if there be a final
judgment for the plaintiff, the Indemnifying Party shall indemnify and hold
harmless such Indemnified Parties from and against any loss or liability (to
the extent stated above) by reason of such settlement or judgment.  Without the prior written consent of the
Indemnified Party, no Indemnifying Party shall effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such
proceeding.


 


Section 5.08.                             Contribution.  If the indemnification provided for in this Article 5
is unavailable to the Indemnified Parties in respect of any Damages, then each
such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Damages in such proportion as is appropriate to reflect the relative
fault of the Company and of each such Registering Shareholder in connection
with such statements or omissions, as well as any other relevant equitable
considerations.  The relative fault of
the Company, on the one hand, and of each such Registering Shareholder, on the
other, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
such party, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


The
Company and the Registering Shareholders agree that it would not be just and
equitable if contribution pursuant to this Section 5.08 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by
an Indemnified Party as a result of the Damages referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 
Each Registering Shareholder’s obligation to contribute pursuant to this
Section 5.08 is several in the proportion that the proceeds of the
offering received by such Registering Shareholder bears to the total proceeds
of the offering received by all such Registering Shareholders and not joint.


 


32

















 


Section 5.09.                             Participation
in Public Offering.  No Person
may participate in any Public Offering hereunder unless such Person (a) agrees
to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and the provisions
of this Agreement in respect of registration rights.


 


Section 5.10.                             Other
Indemnification.  Indemnification
similar to that specified herein (with appropriate modifications) shall be
given by the Company and each Registering Shareholder participating therein
with respect to any required registration or other qualification of securities
under any federal or state law or regulation or governmental authority other
than the Securities Act.


 


Section 5.11.                             Cooperation
by the Company.  If any
Management Shareholder shall transfer any Registrable Securities pursuant to Rule 144,
the Company shall cooperate, to the extent commercially reasonable, with such
Management Shareholder and shall provide to such Shareholder such information
as such Management Shareholder shall reasonably request.


 


Section 5.12.                             No
Transfer of Registration Rights.  None of the rights of Shareholders under this
Article 5 shall be assignable by any Management Shareholder, other than to
a Permitted Transferee.


 


ARTICLE 6


CERTAIN COVENANTS AND
AGREEMENTS


 


Section 6.01.                             Confidentiality.  (a)  Each of the Management 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 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.


 


(a)                                  The obligations
contained in Section 6.01(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 


 


33

















 


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 6.02.                             Conflicting
Agreements.  Each
Management 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 for the purpose or with the effect of denying
or reducing the rights of any Management Shareholder under this Agreement,
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.


 


ARTICLE 7


MISCELLANEOUS


 


Section 7.01.                             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
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 Management 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 


 


34

















 


from serving on the board of directors or
other governing body or committee of any Other Business.


 


Section 7.02.                             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 Management Shareholder that ceases to own
beneficially any Company Securities shall cease to be bound by the terms hereof
(other than (i) the provisions of Sections 5.04, 5.05, 5.06, 5.07 and 5.09
applicable to such Management Shareholder with respect to any offering of Registrable
Securities completed before the date such Shareholder ceased to own any Company
Securities and (ii) Sections 7.03, 7.06, 7.07, 7.08 and 7.09).


 


(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 Management 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 a “Shareholder.”  Further, except for any Avista Entity or its
Permitted Transferees, any such Shareholder shall be deemed a “Management
Shareholder” for purposes of this Agreement and shall be subject to all of the
terms, conditions, limitations and restrictions applicable to Management
Shareholders hereunder.  The Company
shall update Schedule A attached hereto to include any such additional
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 7.03.                             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:


 


Lantheus MI Holdings, Inc.


331
Treble Cove Road


North
Billerica, Massachusetts 01862


Attention:  Larry Pickering


Fax:  (212) 593-6941


 


35

















 


with
a copy to the Avista Entities at the address listed below;


 


if
to the Avista Entities, to:


 


Avista
Capital Partners, LP


65
East 55th Street


New
York, New York  10022


Attention:  David Burgstahler


Fax:  (212) 593-6941


 


if
to a Management Shareholder, to the address or facsimile number with respect to
such Management 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 a Shareholder shall provide its address and fax number to
the Company, which shall promptly provide such information to each other
Shareholder.


 


Section 7.04.                             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) Management Shareholders whose
Aggregate Ownership of Company Securities is at least 50% of the Aggregate
Ownership of Company Securities held by all Management Shareholders but only if
and to the extent such amendment adversely affects the express rights and
obligations of the Managements Shareholders under this Agreement, and (iii) the
Avista Entities, for so long as the Avista Entities and their Affiliates
continue to hold at least 10% of the Shares outstanding; provided
that with respect to clause (ii) above any amendment or modification that
discriminates in any material respect against any Management Shareholders in a
manner disproportionate to other Management Shareholders shall require the
prior written consent of a majority of such Management 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, 


 


36

















 


the provisions of Sections 3.02, 3.05(b), Article 5,
Section 6.01, Section 7.01 and any other applicable provisions of Article 7
shall survive any termination pursuant to Section 7.04(b)(i).


 


Section 7.05.                             No
Right of Employment.  Nothing in
this Agreement shall be construed to give any person (including any Management
Shareholder) any rights whatsoever with respect to the Shares except as
specifically provided herein; limit in any way the right of the Company to
terminate the employment of any person (including any Management Shareholder)
at any time; or be evidence of any agreement or understanding, express or
implied, that the Company will employ any person (including any Management
Shareholder) in any particular position, at any particular rate of compensation
or for any particular period of time.


 


Section 7.06.                             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 7.07.                             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 7.03
shall be deemed effective service of process on such party.


 


Section 7.08.                             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 7.09.                             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.


 


37














 


Section 7.10.                             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 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 7.11.                             Entire
Agreement.  This
Agreement constitutes 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 7.12.                             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]


 


38

















 


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, LP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  Avista
  Capital Partners GP, LLC,

  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Burgstahler

  
	
   

  	
   

  	
  Name:
  David Burgstahler

  
	
   

  	
   

  	
  Title:
  Authorized Representative

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVISTA
  CAPITAL PARTNERS (OFFSHORE), LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Avista
  Capital Partners GP, LLC,

  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Burgstahler

  
	
   

  	
   

  	
  Name:
  David Burgstahler

  
	
   

  	
   

  	
  Title:
  Authorized Representative

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACP-LANTERN
  CO-INVEST, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  Avista
  Capital Partners GP, LLC, its Sole

  Member

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Burgstahler

  
	
   

  	
   

  	
  Name:
  David Burgstahler

  
	
   

  	
   

  	
  Title:
  Authorized Representative

  
				



 

















 


	
   

  	
  MANAGEMENT
  SHAREHOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Donald Kiepert

  
	
   

  	
  Donald
  Kiepert

  



 


40














 


SCHEDULE
B


 


COMPANY
SECURITY OWNERSHIP


 


	
  Stockholder

  	
   

  	
  Company
  Securities

  	
   

  	
  Number
  of Shares

  	
   

  
	
  Avista Capital Partners,
  LP

  	
   

  	
  14%
  Non-Convertible Series A Preferred Stock

  	
   

  	
  854,639

  	
   

  
	
   

  	
   

  	
  Common
  Stock

  	
   

  	
  5,697,595

  	
   

  
	
  Avista Capital Partners
  (Offshore), LP

  	
   

  	
  14%
  Non-Convertible Series A Preferred Stock

  	
   

  	
  225,361

  	
   

  
	
   

  	
   

  	
  Common
  Stock

  	
   

  	
  1,502,405

  	
   

  
	
  ACP-Lantern Co-Invest, LLC

  	
   

  	
  14%
  Non-Convertible Series A Preferred Stock

  	
   

  	
  420,000

  	
   

  
	
   

  	
   

  	
  Common
  Stock

  	
   

  	
  2,800,000

  	
   

  
	
  Donald Kiepert

  	
   

  	
  14%
  Non-Convertible Series A Preferred Stock

  	
   

  	
  2,400

  	
   

  
	
   

  	
   

  	
  Common
  Stock

  	
   

  	
  16,000

  	
   

  



 

















 


EXHIBIT
A


 


JOINDER TO 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 Amended and Restated
Shareholders’ Agreement dated as of February 26, 2008 (the “Shareholders’ Agreement”) among (i) Lantheus MI Holdings,
Inc., a Delaware corporation, (ii) Avista Capital Partners, LP, Avista Capital
Partners (Offshore), LP, 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
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 Shareholders’ Agreement as of the date hereof.  The Joining Party (i) shall have all of the
rights and obligations of a “Shareholder” under the Shareholders’ Agreement and
(ii) except where the Joining Party is an Avista Entity or its Permitted
Transferee, such Joining Party shall be deemed a “Management Shareholder” and
subject to all of the terms, conditions, limitations and restrictions
applicable thereto under the Shareholders’ Agreement, in each case, as if it
had executed the 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
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: