TABLE OF CONTENTS       Page ARTICLE I definitions  1 **Section 1.1 Definitions**  1 ARTICLE II APPOINTMENT OF THE MANAGER  6 **Section 2.1 Appointment**  6 **Section 2.2 Term**  6 ARTICLE III OBLIGATIONS OF THE PARTIES  6 **Section 3.1 Obligations of the Manager**  6 **Section 3.2 Obligations of the Company**  8 **Section 3.3 Acquisition and Disposition Opportunities**  9 **Section 3.4 Offsetting Management Services**  9 **Section 3.5 Change of Services**  10 **Section 3.6 Transaction Services**  10 **Section 3.7 License**  11 ARTICLE IV POWERS OF THE MANAGER  12 **Section 4.1 Powers of the Manager**  12 **Section 4.2 Delegation**  12 **Section 4.3 Manager’s Obligations, Duties and Powers Exclusive**  12 ARTICLE V INSPECTION OF RECORDS  13 **Section 5.1 Books and Records of the Company**  13 **Section 5.2 Books and Records of the Manager**  13 ARTICLE VI AUTHORITY OF THE COMPANY AND THE MANAGER  13 ARTICLE VII MANAGEMENT FEE; Expenses  13 **Section 7.1 IPO Expenses**  13 **Section 7.2 Management Fee**  14 **Section 7.3 Reimbursement of Expenses**  16 ARTICLE VIII SECONDMENT OF OFFICERS BY THE MANAGER  17 **Section 8.1 Secondment of the Chief Executive Officer and Chief Financial Officer**  17 **Section 8.2 Remuneration of the Chief Executive Officer and Chief Financial Officer**  17 
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       Page **Section 8.3 Secondment of Additional Officers**  18 **Section 8.4 Removal of Seconded Officers**  18 **Section 8.5 Insurance**  19 ARTICLE IX termination; RESIGNATION AND REMOVAL OF THE MANAGER  19 **Section 9.1 Resignation by the Manager**  19 **Section 9.2 Removal of the Manager**  19 **Section 9.3 Termination**  20 **Section 9.4 Seconded Individuals**  20 **Section 9.5 Termination of License; Withdrawal of Branding**  20 **Section 9.6 Directions**  20 **Section 9.7 Payments Upon Termination**  21 ARTICLE X INDEMNITY  21 **Section 10.1 Indemnity**  21 **Section 10.2 Insurance**  22 ARTICLE XI LIMITATION OF LIABILITY OF THE MANAGER  22 **Section 11.1 Limitation of Liability**  22 **Section 11.2 Reliance of Manager**  22 ARTICLE XII LEGAL ACTIONS  23 **Section 12.1 Third Party Claims**  23 ARTICLE XIII MISCELLANEOUS  23 **Section 13.1 Obligation of Good Faith; No Fiduciary Duties**  23 **Section 13.2 Binding Effect**  23 **Section 13.3 Compliance**  23 **Section 13.4 Effect of Termination**  24 **Section 13.5 Notices**  24 **Section 13.6 Headings**  25 **Section 13.7 Applicable Law**  25 **Section 13.8 Submission to Jurisdiction; Waiver of Jury Trial**  25 **Section 13.9 Amendment; Waivers**  27 **Section 13.10 Remedies to Prevailing Party**  27 **Section 13.11 Severability**  27 **Section 13.12 Benefits Only to Parties**  27 **Section 13.13 Further Assurances**  27 
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       Page **Section 13.14 No Strict Construction**  27 **Section 13.15 Entire Agreement**  28 **Section 13.16 Assignment**  28 **Section 13.17 Confidentiality**  28 **Section 13.18 Counterparts**  29 
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     **AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT**(as amended, revised, supplemented orotherwise modified from time to time, this “***Agreement***”), dated December 15, 2009 and originallyeffective as of May 16, 2006 by and between Compass Group Diversified Holdings LLC, a Delawarelimited liability company (the “***Company***”), and Compass Group Management LLC, a Delaware limitedliability company (the “***Manager***”). Each party hereto shall be referred to as, individually, a“***Party***” and, collectively, the “***Parties***.”     **WHEREAS**, the Company has determined that it would be in its best interests to appoint amanager to perform the Services described herein and have agreed, therefore, to appoint the Managerto perform such Services; and     **WHEREAS**, the Manager has agreed to act as Manager and to perform the Services described hereinon the terms and subject to the conditions set forth herein.     **NOW, THEREFORE**, in consideration of the mutual covenants, representations, warranties andagreements contained herein, and of other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Partieshereto agree as follows:**ARTICLE I****DEFINITIONS****Section 1.1 Definitions.**     Except as otherwise noted, for all purposes of this Agreement, the following terms shall havethe respective meanings set forth in this Section 1.1, which meanings shall apply equally to thesingular and plural forms of the terms so defined and the words “herein,” “hereof” and “hereunder”and other words of similar import refer to this Agreement as a whole and not to any particularArticle, Section or other subdivision:     “***Adjusted Management Fee***” has the meaning set forth in Section 7.2(c) hereof.     “***Adjusted Net Assets***” means, as of any Calculation Date, the *sum*of (i) consolidated totalassets (as determined in accordance with GAAP) of the Company as of such Calculation Date, *plus*(ii) the absolute amount of consolidated accumulated amortization of intangibles (as determined inaccordance with GAAP) of the Company as of such Calculation Date, *minus*(iii) the absolute amountof Adjusted Total Liabilities of the Company as of such Calculation Date, *plus*(iv) to the extentincluded in Adjusted Total Liabilities of the Company as of such Calculation Date, the absoluteamount of the Company’s liabilities (as determined in accordance with GAAP) in respect of itsobligations under the Supplemental Put Agreement (as such term is defined in the LLC Agreement).     “***Adjusted Total Liabilities***” means, as of any Calculation Date, the Company’s consolidatedtotal liabilities (as determined in accordance with GAAP) as of such Calculation Date, afterexcluding the effect of any outstanding Third Party Indebtedness of the Company.     “***Adjustment Date***” has the meaning set forth in Section 7.2(c) hereof.
 

 
     “***Affiliate***” means, with respect to any Person, (i) any Person directly or indirectlycontrolling, controlled by or under common control with such Person or (ii) any officer, director,general member, member or trustee of such Person. For purposes of this definition, the terms“controlling,” “controlled by” or “under common control with” shall mean, with respect to anyPersons, the possession, direct or indirect, of the power to direct or cause the direction of themanagement and policies of a Person, whether through the ownership of voting securities, bycontract or otherwise, or the power to elect at least 50% of the directors, managers, generalmembers, or Persons exercising similar authority with respect to such Person.     “***Agreement***” has the meaning set forth in the preamble of this Agreement.     “***Board of Directors***” means, with respect to the Company, the Board of Directors of theCompany, or any committee thereof that has been duly authorized by the Board of Directors to make adecision on the matter in question or bind the Company, as to the matter in question.     “***Business Day***” means any day other than a Saturday, a Sunday or a day on which banks in TheCity of New York are required, permitted or authorized, by applicable law or executive order, to beclosed for regular banking business.     “***Calculation Date***” means, with respect to any Fiscal Quarter, the last day of such FiscalQuarter.     “***Chief Executive Officer***” means the Chief Executive Officer of the Company, including anyinterim Chief Executive Officer.     “***Chief Financial Officer***” means the Chief Financial Officer of the Company, including anyinterim Chief Financial Officer.     “***Commencement Date***” means the date of the closing of the IPO by the Trust and the Company.     “***Company***” has the meaning set forth in the preamble of this Agreement.     “***Company Officers***” means the Chief Executive Officer and the Chief Financial Officer and anyother officer of the Company hereinafter appointed by the Board of Directors of the Company.     “***Exchange Act***” means the Securities Exchange Act of 1934, as amended.     “***Federal Securities Laws***” means, collectively, the Securities Act, the Exchange Act and therules and regulations promulgated thereunder.     “***Final Management Fee***” has the meaning set forth in Section 7.2(b) hereof.     ***“Fiscal Quarter”***means the Company’s fiscal quarter for purposes of its reporting obligationsunder the Exchange Act.     “***Fiscal Year***” means the Company’s fiscal year for purposes of reporting its income for federalincome tax purposes.
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     ***“GAAP”***means generally accepted accounting principles in effect in the United States,consistently applied.     ***“Incur***” means, with respect to any Indebtedness or other obligation of a Person, to create,issue, acquire (by conversion, exchange or otherwise), assume, suffer, guarantee or otherwisebecome liable in respect of such Indebtedness or other obligation.     ***“Indebtedness”***means, with respect to any Person, (i) any liability for borrowed money, orunder any reimbursement obligation relating to a letter of credit, (ii) all indebtedness (includingbond, note, debenture, purchase money obligation or similar instrument) for the acquisition of anybusinesses, properties or assets of any kind (other than property, including inventory, andservices purchased, trade payables, other expenses accruals and deferred compensation items arisingin the Ordinary Course of Business), (iii) all obligations under leases that have been or shouldbe, in accordance with GAAP, recorded as capital leases, (iv) any liabilities of others describedin the preceding clauses (i) to (iii) (inclusive) that such Person has guaranteed or that isotherwise its legal liability, and (v) (without duplication) any amendment, supplement,modification, deferral, renewal, extension or refunding of any liability of the types referred toin clauses (i) through (iv) above.     “***Indemnified Parties***” has the meaning set forth in Article X hereof.     “***Independent Director***” means a director who (i)(a) is not an officer or employee of theCompany, or an officer, director or employee of any of the Subsidiaries of the Company or theirSubsidiaries, (b) was not appointed as a director pursuant to the terms of this Agreement and (c)is not affiliated with the Manager or any of its Affiliates, and (ii) satisfies the independencerequirements under the Exchange Act and the rules and regulations of the Nasdaq National Market.     “***Investment Advisers Act***” means the Investment Advisers Act of 1940, as amended.     “***Investment Company Act***” means the Investment Company Act of 1940, as amended.     “***IPO***” means the initial public offering of Trust Shares by the Trust.     “***Limitation Amount***” means an amount calculated as (i) (A) the Company’s actual gross income(as calculated for federal income tax purposes) (“***AGI***”) for a Fiscal Year, plus the amount of theOffsetting Management Fees accrued for such Fiscal Year (after any reduction required by Section3.4 without taking into account the final proviso therein), times (B) 9.99%, less (ii) the amountof AGI (including any potential deemed income) that is not “qualifying income” as defined inSection 7704(d) of the Internal Revenue Code of 1986, as amended.     “***LLC Agreement***” means the Amended and Restated Operating Agreement of Compass GroupDiversified Holdings LLC, including all exhibits and schedules attached thereto, as may be amended,revised, supplemented or otherwise modified from time to time.     “***Losses***” has the meaning set forth in Article X hereof.     “***Management Fee***” has the meaning set forth in Section 7.2(a) hereof.
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     “***Management Fee Payment Date***” means, with respect to any Calculation Date, the date that isten (10) Business Days following the receipt by the Company of the calculation of the ManagementFee from the MSA Administrator with respect to such Calculation Date.     “***Manager***” has the meaning set forth in the preamble of this Agreement.     ***“Manager Marks”***has the meaning set forth in Section 3.7 hereof.     ***“MSA Administrator”***means, as of any Calculation Date, (i) for so long as this Agreementremains in full force and effect as of such Calculation Date, the Manager, and (ii) thereafter, theChief Financial Officer.     “***Nasdaq National Market***” means the Nasdaq National Market (or any successor thereto).     “***Offsetting Management Fees***” has the meaning specified in Section 3.4 hereof.     “***Offsetting Management Services***” has the meaning specified in Section 3.4 hereof.     “***Offsetting Management Services Agreement***” has the meaning specified in Section 3.4 hereof.     ***“Ordinary Course of Business”***means, with respect to any Person, an action taken by suchPerson if such action is (i) consistent with the past practices of such Person and is taken in thenormal day-to-day business or operations of such Person and (ii) which is not required to bespecifically authorized or approved by the board of directors of such Person.     “***Over-Paid Management Fees***” means, as of any Calculation Date, the amount by which (i)Adjusted Management Fees that were actually paid on all Management Fee Payment Dates preceding suchCalculation Date, *exceeded*(ii) Adjusted Management Fees that were actually due and payable by theCompany on all such Management Fee Payment Dates, as determined by the MSA Administrator uponavailability of the Company’s final consolidated financial statements in accordance with Section7.2(e); *provided*, that such amount shall not be less than zero.     ***“Party”***and ***“Parties”***have the meaning set forth in the preamble of this Agreement.     “***Person***” means any individual, company (whether general or limited), limited liabilitycompany, corporation, trust, estate, association, nominee or other entity.     “***Securities Act***” means the Securities Act of 1933, as amended.     “***Services***” has the meaning set forth in Section 3.1(b) hereof.     “***Subsidiary***” means, with respect to any Person, any corporation, company, joint venture,limited liability company, association or other Person in which such Person owns, directly orindirectly, more than 50% of the outstanding voting equity securities or interests, the holders ofwhich are generally entitled to vote for the election of the Board of Directors or other governingbody of such Person.
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     ***“Termination Fee”***means, as of any Termination Fee Date, the amount equal to the *product*of(i) two (2) *multiplied by*(ii) the *sum*of the four Management Fees calculated with respect to thefour Fiscal Quarters immediately preceding such Termination Fee Date.     ***“Termination Fee Date”***means the date upon which this Agreement is terminated pursuant to anevent described in Section 9.2(a) hereof.     ***“Third Party Indebtedness”***means, with respect to any Person, Indebtedness of such Person owedto any lenders or other creditors that are not Affiliated with such Person.     “***Transaction Fee***” has the meaning set forth in Section 3.6 hereof.     “***Transaction Services***” has the meaning set forth in Section 3.6 hereof.     “***Transaction Services Agreements***” has the meaning set forth in Section 3.6 hereof.     “***Trust***” means Compass Diversified Trust, which holds one hundred percent (100%) of the TrustInterest in the Company.     “***Trust Certificate***” means the certificates representing Trust Shares.     “***Trust Interest***” means the trust interests of the Company as provided for and described in theLLC Agreement.     “***Trust Shares***” means the shares of beneficial interest of the Trust where each such sharerepresents an undivided beneficial interest in one Trust Interest; *provided*, that in the event thatall outstanding shares of beneficial interest of the Trust are exchanged for Trust Interests inaccordance with the terms of the LLC Agreement, all references herein to “Trust Shares” shallautomatically be deemed to refer to Trust Interests upon such exchange.     “***Under-Paid Management Fees***” means, as of any Calculation Date, the amount by which (i)Adjusted Management Fees that were actually due and payable by the Company on all Management FeePayment Dates preceding such Calculation Date, as determined by the MSA Administrator uponavailability of the Company’s final consolidated financial statements in accordance with in Section7.2(e) *exceeded*(ii) Adjusted Management Fees that were actually paid on all such Management FeePayment Dates; *provided*, that such amount shall not be less than zero.**ARTICLE II****APPOINTMENT OF THE MANAGER****Section 2.1 Appointment**     The Company hereby agrees to, and hereby does, appoint the Manager to perform the Services asset forth in Section 3.1 herein and in accordance with the terms of this Agreement.**Section 2.2 Term**
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     The Manager shall provide Services to the Company from the Commencement Date until thetermination of this Agreement in accordance with Article IX hereof.**ARTICLE III****OBLIGATIONS OF THE PARTIES****Section 3.1 Obligations of the Manager**     (a) Subject always to the oversight and supervision of the Board of Directors of the Companyand the terms and conditions of this Agreement, the Manager shall during the term of this Agreement(i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the provisionsof the LLC Agreement, as amended from time to time, and the operational objectives and businessplans of the Company in existence from time to time. The Company shall promptly provide the Managerwith all amendments to the LLC Agreement and all stated operational objectives and business plansof the Company approved by the Board of Directors of the Company and any other availableinformation reasonably requested by the Manager.     (b) Subject to Sections 3.4 and 3.6 hereof and Article VII, the Manager agrees and covenantsthat it shall perform the following services (as may be modified from time to time pursuant toSection 3.5 hereof, the “***Services***”):     (i) manage the Company’s day-to-day business and operations, including managing itsliquidity and capital resources and causing the Company to comply with applicable law;     (ii) identify, evaluate, manage, perform due diligence on, negotiate and oversee theacquisitions of target businesses by the Company and any other investments of the Company;     (iii) evaluate, manage, negotiate and oversee the disposition of all or any part of theproperty, assets or investments of the Company, including dispositions of all or any part ofthe Company’s Subsidiaries;     (iv) evaluate the financial and operational performance of any of the Company’sSubsidiaries, including monitoring the business and operations thereof, and the financialperformance of any of the Company’s other investments;     (v) provide or second, as determined necessary by the Manager and in accordance withthe terms and conditions of this Agreement and the LLC Agreement, employees of the Managerto serve as executive officers or other employees of the Company or as members of theCompany’s Board of Directors; and     (vi) perform any other services for and on behalf of the Company to the extent thatsuch services are consistent with those that are customarily performed by the executiveofficers and employees of a publicly listed or quoted Person.
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The foregoing Services shall include, but are not limited to, the following: (1) establishing andmaintaining books and records of the Company in accordance with customary practice and GAAP; (2)recommend to the Company’s Board of Directors (x) capital raising activities, including theissuance of debt or equity securities of the Company or the Trust, the entry into credit facilitiesor other credit arrangements, structured financings or other capital market transactions, (y)changes or other modifications in the capital structure of the Company, including repurchases; (3)recommend to the Company’s Board of Directors the engagement of or, if approval is not otherwiserequired hereunder, engage agents, consultants or other third party service providers to theCompany, including accountants, lawyers or experts, in each case, as may be necessary by theCompany from time to time; (4) maintain the Company’s property and assets in the Ordinary Course ofBusiness; (5) make recommendations to the Company’s Board of Directors with respect to the exerciseof voting rights to which the Company is entitled to vote in respect of its investments; (6) manageor oversee litigation, administrative or regulatory proceedings, investigations or any otherreviews of the Company’s business or operations that may arise in the Ordinary Course of Businessor otherwise, subject to the approval of the Company’s Board of Directors to the extent necessaryin connection with the settlement, compromise, consent to the entry of an order or judgment orother agreement resolving any of the foregoing; (7) establish and maintain appropriate insurancepolicies with respect to the Company’s business and operations; (8) recommend to the Company’sBoard of Directors the payment of dividends or other distributions on the equity interests of theCompany; and (9) attend to the timely calculation and payment of taxes payable, and the filing ofall taxes return due, by the Company.     (c) In connection with the performance of its obligations under this Agreement, the Managershall be required to obtain authorization and approval of the Company’s Board of Directors inaccordance with the Company’s internal policy regarding action requiring Board of Directorsapproval, as otherwise required by any such Board of Directors (or any applicable committeethereof) or the Company’s officers or as otherwise required by applicable law.     (d) In connection with the performance of the Services under this Agreement, the Manager shallhave all necessary power and authority to perform, or cause to be performed, such Services onbehalf of the Company.     (e) In connection with the performance of its obligations under this Agreement, the Manager isnot permitted to engage in any activities that would cause it to become an “investment adviser” asdefined in Section 202(a)(11) of the Investment Advisers Act, or any successor provision thereto.     (f) While the Manager is providing the Services under this Agreement, the Manager shall alsobe permitted to provide services, including services similar to the Services covered hereby, toother Persons, including Affiliates of the Manager, but the Manager shall not render any servicesto any other Person on behalf of the Company. This Agreement and the Manager’s obligation toprovide the Services under this Agreement shall not create an exclusive relationship between theManager and its Affiliates, on the one hand, and the Company and its Subsidiaries, on the other.**Section 3.2 Obligations of the Company**
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     (a) The Company shall do all things reasonably necessary on its part as requested by theManager consistent with the terms of this Agreement to enable the Company to fulfill itsobligations under this Agreement.     (b) The Company shall take reasonable steps to ensure that:     (i) its officers and employees act in accordance with the terms of this Agreement andthe reasonable directions of the Manager in fulfilling the Manager’s obligations hereunderand allowing the Manager to exercise its powers and rights hereunder; and     (ii) the Company provide to the Manager all reports (including monthly managementreports and all other relevant reports), which the Manager may reasonably require and onsuch dates as the Manager may reasonably require.     (c) Without the prior written consent of the Manager, the Company shall not amend anyprovision of the LLC Agreement that adversely affects, either directly or indirectly, the rights ofthe Manager hereunder.     (d) The Company agrees that, in connection with the performance by the Manager of itsobligations hereunder, the Manager may recommend to the Company, and may engage in, transactionswith any of the Manager’s Affiliates; *provided*, that any such transactions shall be subject to theauthorization and approval of the Company’s nominating and corporate governance committee.     (e) The Company shall maintain a Board of Directors consisting of a majority of IndependentDirectors.     (f) The Company shall take any and all actions necessary to ensure that it does not become an“investment company” as defined in Section 3(a)(1) of the Investment Company Act, or any successorprovision thereto.**Section 3.3 Acquisition and Disposition Opportunities**     (a) The Company agrees that the Manager shall have, and does hereby grant to the Manager,exclusive responsibility for reviewing and making recommendations to the Company’s Board ofDirectors with respect to acquisition and disposition opportunities. In the event that any suchopportunity is not originated by the Manager, the Company’s Board of Directors shall seek arecommendation from the Manager prior to making any decision concerning such opportunity.     (b) In the case of any acquisition or disposition opportunity that involves an Affiliate ofthe Manager or the Company, the Company’s nominating and corporate governance committee shall berequired to authorize and approve such transaction.     (c) The Manager shall review each acquisition or disposition opportunity presented to theManager to determine, in its sole discretion, if such acquisition or disposition opportunitysatisfies the Company’s acquisition criteria, as established by the Company’s Board of Directorsfrom time to time. If the Manager determines, in its sole discretion, if such an opportunity
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satisfies such criteria, the Manager shall refer such opportunity to the Company’s Board ofDirectors for its authorization and approval prior to any consummation thereof.     (d) In the event that an acquisition opportunity is referred to the Company’s Board ofDirectors by the Manager and the Company’s Board of Directors determines not to promptly pursuesuch opportunity in whole or in part, any part of such opportunity that the Company does notpromptly pursue may be pursued by the Manager or may be referred by the Manager to any Person,including Affiliates of the Manager, in the sole discretion of the Manager.**Section 3.4 Offsetting Management Services**     Notwithstanding anything else to the contrary herein, the Company agrees that the Manager may,at any time, enter into management services agreements with any one or more of the Subsidiaries ofthe Company (“***Offsetting Management Services Agreement***“*)*, including by assignment thereof, relatingto the performance by the Manager of management services for such Subsidiaries of the Company thatmay or may not be similar to Services to be provided hereunder (“***Offsetting Management Services***”);*provided*, that such Offsetting Management Services Agreement shall be designated as such therein;*provided, further*, that any Offsetting Management Services provided to a Subsidiary of the Companypursuant to an Offsetting Management Services Agreement shall not be deemed to be Services providedhereunder. Any fee to be paid pursuant to such an Offsetting Management Services Agreement(“***Offsetting Management Fee***”) shall be paid directly by the relevant Subsidiary of the Company tothe Manager and shall not be deemed an obligation of the Company. Notwithstanding anything else tothe contrary in any Offsetting Management Services Agreement, the Parties hereto agree that theaggregate amount of all Offsetting Management Fees to be paid by all of the Subsidiaries of theCompany with respect to any Fiscal Quarter shall not exceed the aggregate amount of the ManagementFee calculated with respect to such Fiscal Quarter; *provided*, that if the aggregate amount of allOffsetting Management Fees to be paid by all of the Subsidiaries of the Company with respect to anyFiscal Quarter exceed the aggregate amount of Management Fee calculated with respect to such FiscalQuarter, then the Manager agrees that it shall reduce, on a *pro rata*basis, the OffsettingManagement Fees to be paid by each of the Subsidiaries of the Company under each of the OffsettingManagement Agreements, determined by reference to the Adjusted Net Assets of each of theSubsidiaries of the Company, until the aggregate amount of all Offsetting Management Fees to bepaid by all of the Subsidiaries of the Company with respect to any Fiscal Quarter does not exceedthe aggregate amount of Management Fee calculated with respect to such Fiscal Quarter, and *providedfurther*that beginning for the 2007 Fiscal Year if the aggregate amount of all OffsettingManagement Fees to be paid by all of the Subsidiaries of the Company with respect to any FiscalYear exceed the Limitation Amount with respect to such Fiscal Year, then the Manager agrees that itshall reduce, on a *pro rata*basis, the Offsetting Management Fees to be paid by each of theSubsidiaries of the Company under each of the Offsetting Management Agreements, determined byreference to the Adjusted Net Assets of each of the Subsidiaries of the Company, until theaggregate amount of all Offsetting Management Fees to be paid by all of the Subsidiaries of theCompany with respect to any Fiscal Year does not exceed the Limitation Amount with respect to suchFiscal Year. If following the close of any Fiscal Year it is determined that the amount ofOffsetting Management Fees paid to the Manager with respect to such Fiscal Year exceeded theLimitation Amount, such excess shall be promptly returned by the Manager to the Subsidiaries in thesame proportion that the Offsetting
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Management Fees would have been reduced pursuant to the provisions of this Section. Each suchOffsetting Management Services Agreement shall be terminable, without penalty (including atermination fee), by the relevant Subsidiary of the Company upon 30 days prior written notice.Entry into an Offsetting Management Services Agreement by any Subsidiary of the Company shall notbe subject to authorization and approval of the Company’s nominating and corporate governancecommittee.**Section 3.5 Change of Services**     (a) The Company and the Manager shall have the right at any time during the term of thisAgreement to change the Services provided by the Manager and such changes shall in no way otherwiseaffect the rights or obligations of any Party hereunder.     (b) Any change in the Services shall be authorized in writing and evidenced by an amendment tothis Agreement, as provided in Section 13.9 hereof. Unless otherwise agreed in writing, theprovisions of this Agreement shall apply to all changes in the Services.**Section 3.6 Transaction Services**     Notwithstanding anything else to the contrary herein, the Company agrees that the Manager may,at any time, enter into transaction services agreements with one or more of its Subsidiaries(“***Transaction Services Agreements***”) relating to the performance by the Manager of certaintransaction-related services that are customarily performed by a third-party investment bankingfirm or similar financial advisor, which may or may not be similar to Services to be providedhereunder, in connection with the acquisition of target businesses by the Company or the Company’sSubsidiaries or dispositions of Subsidiaries of the Company or any property or assets of theCompany or its Subsidiaries (“***Transaction Services***”); *provided*, that such Transaction ServicesAgreement shall be designated as such therein; *provided, further*, that any Transaction Servicesprovided to the Company’s Subsidiaries pursuant to Transaction Services Agreements shall not bedeemed to be Services provided hereunder. The Manager shall contract for the performance of suchTransaction Services on market terms and conditions. Entry into a Transaction Services Agreementshall be subject to the authorization and approval of the Company’s nominating and corporategovernance committee, and the Company’s nominating and corporate governance committee shall havethe right to take whatever measures they deem prudent to confirm the market terms of anyTransaction Services Agreement. Any fee to be paid pursuant to a Transaction Services Agreement(the “***Transaction Fee***”) shall be paid by the relevant Subsidiary of the Company that is a party tothe corresponding Transaction Services Agreement directly to the Manager. Transaction Fees are notOffsetting Management Fees and shall not have the effect of Offsetting Management Fees as providedherein. Any Transaction Services Agreement may also provide for the reimbursement of costs andexpenses of the Manager in the performance of any Transaction Services, including costs andexpenses referenced in Section 7.3(b)(iii) hereof.**Section 3.7 License**     (a) The Manager hereby grants the Company, subject to the terms and conditions of thisAgreement, a non-exclusive, royalty-free right to use the following trademarked names
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(“***Manager Marks***”) in connection with its business and operations or as may be required tocomply with applicable law:     (i) Compass Diversified Trust     (ii) Compass Group Diversified Holdings     (iii) www.compassdiversifiedtrust.com     (iv) www.compasstrust.comNotwithstanding the foregoing, the Company shall be permitted to (i) sublicense the use, on anyterms and conditions consistent and coextensive with this Section 3.7, of any of the Manager Marksto the Trust to use in connection with its business and operations or as may be required to complywith applicable law and (ii) sublicense the use, on any terms and conditions consistent andco-extensive with this Section 3.7, of any of the Manager Marks to any of the Company’sSubsidiaries to use in connection with its business and operations or as may be required to complywith applicable law.     (b) The Company agrees to notify the Manager promptly upon notice of (a) any conflicting usesof, or any applications of or registrations for, a trademark, service mark or logo that mayconflict with the Manager Marks, (b) any acts of infringement or unfair competition involving theManager Marks or (c) any allegations that the use of the Manager Marks by the Company or any of itsAffiliates infringe upon the trademark or service mark or other rights, including withoutlimitation, rights relating to unfair competition of any other Person.     (c) The Manager shall have the sole right to initiate any opposition, cancellation orinfringement proceedings necessary to enforce the Manager Marks. The Manager shall have the rightto include the Company or its Affiliates as a party in any such enforcement proceedings wherenecessary, and the Company agrees to join in such proceedings, at the Manager’s sole cost andexpense as a voluntary plaintiff or claimant upon request of the Manager, and the Company shallcooperate with the Manager in such proceedings, at the Manager’s sole cost and expense. TheManager shall have the sole right to control and settle any such proceedings.**ARTICLE IV****POWERS OF THE MANAGER****Section 4.1 Powers of the Manager**     (a) The Manager shall have no power to enter into any contract for or on behalf of the Companyor otherwise subject it to any obligation, such power to be the sole right and obligation of theCompany, acting through its Board of Directors and/or the Company Officers.     (b) Subject to Section 4.2 and for purposes other than to delegate its duties and powers toperform the Services hereunder, the Manager shall have the power to engage any agents (includingreal estate agents and managing agents), valuers, contractors and advisors (including accounting,financial, tax and legal advisors) that it deems necessary or desirable in
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connection with the performance of its obligations hereunder, which costs therefor shall besubject to reimbursement in accordance with Section 7.3 hereto.**Section 4.2 Delegation**     The Manager may delegate or appoint:     (a) Any of its Affiliates as its agent, at its own cost and expense, to perform any or all ofthe Services hereunder; or     (b) Any other Person, whether or not an Affiliate of the Manager, as its agent, at its owncost and expense, to perform those Services hereunder which, in the sole discretion of the Manager,are not critical to the ability of the Manager to satisfy its obligations hereunder;*provided, however*, that, in each case, the Manager shall not be relieved of any of its obligationsor duties owed to the Company hereunder as a result of such delegation. The Manager shall bepermitted to share Company information with its appointed agents subject to appropriate andreasonable confidentiality arrangements. For the avoidance of doubt, any reference to Managerherein shall include its delegates or appointees pursuant to this Section 4.2.**Section 4.3 Manager’s Obligations, Duties and Powers Exclusive**     The Company agrees that during the term of this Agreement, the obligations, duties and powersimposed on and granted to the Manager under Article III and this Article IV are to be performed orheld exclusively by the Manager or its delegates and the Company shall not, through the exercise ofthe powers of their employees, Boards of Directors or their shareholders or members, as the casemay be, perform any of the Services except in circumstances where it is necessary to do so tocomply with applicable law or as otherwise agreed to or delegated, in accordance with Section 4.2hereof, by the Manager in writing.**ARTICLE V****INSPECTION OF RECORDS****Section 5.1 Books and Records of the Company**     At all reasonable times and on reasonable notice, the Manager and any Person authorized by theManager shall have access to, and the right to inspect, for any reasonable purpose, during the termof this Agreement and for a period of five (5) years after termination hereof, the books, recordsand data stored in computers and all documentation of the Company pertaining to all Servicesperformed by the Manager or the Management Fee to be paid by the Company to the Manager, in eachcase, hereunder. There shall be no cost or expense charged by any Party to another Party pursuantto the exercise of rights under this Section 5.1.**Section 5.2 Books and Records of the Manager**     At all reasonable times and on reasonable notice, any Person authorized by the Company shallhave access to, and the right to inspect the books, records and data stored in computers and
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all documentation of the Manager pertaining to all Services performed by the Manager or theManagement Fee to be paid by the Company to the Manager, in each case, hereunder. There shall be nocost or expense charged by any Party to another Party pursuant to the exercise of rights under thisSection 5.2.**ARTICLE VI****AUTHORITY OF THE COMPANY**