Securityholders Agreement



 Exhibit 10.18 
 SECURITYHOLDERS AGREEMENT 
 DATED AS OF AUGUST [    ], 2007

 AMONG 
 CRUNCH
HOLDING CORP. 
 AND 
 THE OTHER PARTIES HERETO 
  

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 Table of Contents 
  


					
	 	  	 	  	Page
	 SECURITYHOLDERS AGREEMENT
	  	1
		
	 ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE PARTIES
	  	1
			
	         1.1
	  	Representations and Warranties of the Company	  	1
	         1.2
	  	Representations and Warranties of the Securityholders	  	1
		
	 ARTICLE II VOTING AGREEMENTS
	  	2
			
	         2.1
	  	Election of Directors	  	2
	         2.2
	  	Other Voting Matters	  	3
		
	 ARTICLE III TRANSFERS OF SECURITIES
	  	3
			
	         3.1
	  	Restrictions on Transfer of Employee Securities	  	3
	         3.2
	  	Right of First Refusal	  	4
	         3.3
	  	Securities Act Compliance	  	4
	         3.4
	  	Certain Transferees Bound by Agreement	  	5
	         3.5
	  	Transfers in Violation of Agreement	  	5
		
	 ARTICLE IV DRAG-ALONG RIGHTS ON APPROVED SALE
	  	5
			
	         4.1
	  	Drag-Along Rights	  	5
		
	 ARTICLE V AMENDMENT AND TERMINATION
	  	7
			
	         5.1
	  	Amendment and Waiver	  	7
	         5.2
	  	Termination of Agreement	  	7
	         5.3
	  	Termination as to a Party	  	7
		
	ARTICLE VI MISCELLANEOUS	  	7
			
	         6.1
	  	Certain Defined Terms	  	7
	         6.2
	  	Legends	  	11
	         6.3
	  	Severability	  	12
	         6.4
	  	Entire Agreement	  	12
	         6.5
	  	Successors and Assigns	  	12
	         6.6
	  	Counterparts	  	12
	         6.7
	  	Remedies	  	12
	         6.8
	  	Notices	  	12
	         6.9
	  	Governing Law	  	14
	         6.10
	  	Descriptive Headings	  	14

  

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 SECURITYHOLDERS AGREEMENT 
 This Securityholders Agreement (this “Agreement”) is entered into as of August [    ], 2007 by and among
Crunch Holding Corp., a Delaware corporation (the “Company”), Peak Holdings LLC, a Delaware limited liability company (“Holdings”), parties to this Agreement who are identified as Employees on the signature page
hereto (each, an “Employee” and, collectively, the “Employees”), and each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Holdings, the Employees and each
other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “Securityholders” and individually as a “Securityholder”). Certain capitalized
terms used herein are defined in Section 6.1. 
 The parties hereto agree as follows: 
 ARTICLE I 
 REPRESENTATIONS AND WARRANTIES OF
THE PARTIES 
 1.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Securityholders
that as of the date of this Agreement: 
 (a) it is a corporation, validly existing and in good standing under the laws of the State of
Delaware, it has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary corporate action; 
 (b) this Agreement has been duly and validly
executed and delivered by the Company and constitutes a legal and binding obligation of the Company, enforceable against the Company in accordance with its terms; and 
 (c) the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time,
or both (i) violate any provision of law, statute, rule or regulation to which the Company is subject, (ii) violate any order, judgment or decree applicable to the Company, or (iii) conflict with, or result in a breach or default
under, any term or condition of the Company’s organizational documents or any agreement or instrument to which the Company is a party or by which it is bound. 
 1.2 Representations and Warranties of the Securityholders. Each Securityholder (as to himself or itself only) represents and warrants to the Company and the other Securityholders that, as of the time such
Securityholder becomes a party to this Agreement: 
  

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 (a) this Agreement (or the separate joinder agreement executed by such Securityholder) has been duly and
validly executed and delivered by such Securityholder, and this Agreement constitutes a legal and binding obligation of such Securityholder, enforceable against such Securityholder in accordance with its terms; and 
 (b) the execution, delivery and performance by such Securityholder of this Agreement (or any joinder to this Agreement) and the consummation by such
Securityholder of the transactions contemplated hereby (and thereby) will not, with or without the giving of notice or lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Securityholder is
subject, (ii) violate any order, judgment or decree applicable to such Securityholder, or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Securityholder
is a party or by which such Securityholder is bound. 
 ARTICLE II 
 VOTING AGREEMENTS 
 2.1 Election of Directors. 
 (a) On or prior to the Lapse Date, each Person, other than the Company, that is a party to this Agreement hereby agrees that such Person will vote, or
cause to be voted, all voting securities of the Company over which such Person has the power to vote or direct the voting, and will take all other necessary or desirable action within such Person’s control, and the Company will take all
necessary and desirable actions within its control, to cause the authorized number of directors for each of the respective boards of directors of the Company and its Subsidiaries to be established at up to seven directors, and to elect or cause to
be elected to the respective boards of directors of the Company and each of its Subsidiaries and cause to be continued in office, such individuals as are designated from time to time by Holdings. 
 (b) If at any time on or prior to the Lapse Date, Holdings shall notify the other parties to this Agreement of their desire to remove, with or without
cause, any individual from a Company or Subsidiary directorship, all such parties so notified will vote, or cause to be voted, all voting securities of the Company and the aforementioned Subsidiaries over which they have the power to vote or direct
the voting, and shall take all such other actions promptly as shall be necessary or desirable to cause the removal of such director. 
 (c)
If at any time on or prior to the Lapse Date, any director ceases to serve on the board of directors of the Company or any of its Subsidiaries (whether due to resignation, removal or otherwise), Holdings shall be entitled to designate a successor
member/director to fill the vacancy created thereby. Each Person that is a party hereto agrees to vote, or cause to be voted, all voting securities of the Company and the aforementioned Subsidiaries over which such Person has the power to vote or
direct the voting, and shall take all such other actions as shall be necessary or desirable to cause the designated successor to be elected to fill such vacancy. 
  

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 (d) Nothing in this Agreement shall be construed to impair any rights that the unitholders or
stockholders of the Company or any Subsidiary of the Company may have to remove any director for cause under applicable law or the organizational documents of the Company or such Subsidiary, as the case may be. No such removal of an individual
designated pursuant to this Section 2.1 for cause shall affect any of Holdings’ rights to designate a different individual pursuant to this Section 2.1 to fill the position from which such individual was removed. 
 (e) The provisions of this Section 2.1 shall remain in effect following the first Public Offering. 
 2.2 Other Voting Matters. 
 (a) Each
party to this Agreement hereby agrees that such party will vote, or cause to be voted, all voting securities of the Company and its Subsidiaries over which such party has the power to vote or direct the voting, either in person or by proxy, whether
at a securityholders meeting, or by written consent, in the manner in which Holdings directs in connection with the approval of any amendment or amendments to the Company’s organizational documents, the merger, security exchange, combination or
consolidation of the Company with any other Person or Persons, the sale, lease or exchange of all or substantially all of the property and assets of the Company and its Subsidiaries on a consolidated basis, and the reorganization, recapitalization,
liquidation, dissolution or winding-up of the Company. 
 (b) In order to effectuate the provisions of Sections 2.1 and 2.2 hereof, each
holder of Employee Securities hereby grants to Jeffrey P. Ansell, or if Jeffrey P. Ansell shall cease to be the Chief Executive Officer of the Company, to his successor in such position with the Company, or if the Chief Executive Officer of the
Company shall be unable to exercise this proxy due to illness or absence or if the position of Chief Executive Officer of the Company shall be vacant, to the General Counsel of the Company, a proxy to vote at any annual or special meeting of
Securityholders, or to take any action by written consent in lieu of such meeting with respect to, or to otherwise take action in respect of, all of the Securities owned or held of record by such holder in connection with the matters set forth in
Sections 2.1 and 2.2 hereof in accordance with the provisions of Sections 2.1 and 2.2 hereof. Each of the proxies granted hereby is irrevocable and is coupled with an interest. To effectuate the provisions of this Section 2.2(b), the Secretary
of each of the Company and each of the aforementioned Subsidiaries of the Company, or if there be no Secretary such other officer or employee of the Company or such Subsidiaries as the board of directors of the Company or such Subsidiaries may
appoint to fulfill the duties of the Secretary, shall not record any vote or consent or other action contrary to the terms of this Section 2.2(b). 
 ARTICLE III 
 TRANSFERS OF SECURITIES 
 3.1 Restrictions on Transfer of Employee Securities. Prior to the earliest of (i) a Qualified Public Offering, (ii) the occurrence of a
Change of Control and 

  

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(iii) April 2, 2014 (the “Lapse Date”), no holder of Employee Securities may Transfer any Employee Securities except in an Exempt
Employee Transfer. 
 3.2 Right of First Refusal. 
 (a) If, at any time on or after the Lapse Date and prior to a Public Offering, any holder of Employee Securities (for purposes of this Section 3.2(a), a “Selling Employee Holder”) proposes to
sell any or all of his Employee Securities (other than an Exempt Employee Transfer) to a third party (a “Proposed Sale”), such Selling Employee Holder shall first notify the Company in writing. Such Selling Employee Holder’s
notice to the Company (the “Proposed Sale Notice”) shall (i) state such Selling Employee Holder’s intention to sell Employee Securities to one or more persons, the amount of Employee Securities to be sold, the purchase
price therefor, and the other material terms of the Proposed Sale and (ii) contain an irrevocable offer to sell such Employee Securities to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on
the same terms and conditions of, the Proposed Sale. 
 (b) At any time within thirty (30) days after the date of the receipt by the
Company of the Proposed Sale Notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Employee Securities covered by the Proposed Sale Notice at the same price and on the same terms and
conditions of the Proposed Sale (or, if the Proposed Sale includes any consideration other than cash, then, at the sole option of the Company, at the equivalent all cash price, determined in good faith by the board directors of the Company), by
delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Selling Employee Holder provides to the Company wire transfer instructions) (and any such non-cash consideration to be
paid) to the Selling Employee Holder at the principal office of the Company against delivery of certificates or other instruments representing the Employee Securities so purchased, appropriately endorsed by the Selling Employee Holder. If at the end
of the 30-day period, the Company or such third party has not tendered the purchase price for such Employee Securities in the manner set forth above, the Selling Employee Holder may, during the succeeding 30-day period, sell not less than all of the
Employee Securities covered by the Proposed Sale to a third party on terms no less favorable to the Selling Employee Holder than those contained in the Proposed Sale Notice. Promptly after such sale, the Selling Employee Holder shall notify the
Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of thirty (30) days following the
expiration of the 30-day period during which the Company is entitled hereunder to purchase the Employee Securities, the Selling Employee Holder has not completed the sale of such Employee Securities as aforesaid, all of the restrictions on sale,
transfer or assignment contained in this Agreement shall again be in effect with respect to such Employee Securities. 
 3.3 Securities
Act Compliance No Securities may be transferred by a holder of Employee Securities (other than pursuant to an effective registration statement 

  

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under the Securities Act) unless such Securityholder first delivers to the Company an opinion of counsel, which opinion and counsel shall be reasonably
satisfactory to the Company, to the effect that such Transfer is not required to be registered under the Securities Act. 
 3.4 Certain
Transferees Bound by Agreement Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the
Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article V, then the Transferor of such Security shall first deliver to the Company a written
agreement of the proposed Transferee (excluding a Transferee that is a Limited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Employee Securities
will continue to be Employee Securities in the hands of any Transferee (other than the Company, Blackstone or any Transferee in a Public Sale). All Blackstone Securities will continue to be Blackstone Securities in the hands of any Transferee (other
than the Company, the Employees or a Transferee in a Public Sale). 
 3.5 Transfers in Violation of Agreement Any Transfer or
attempted Transfer of any Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Securities as the owner of such Securities for
any purpose. 
 ARTICLE IV 
 DRAG-ALONG RIGHTS ON APPROVED SALE 
 4.1 Drag-Along Rights. 
 (a) Subject to the next paragraph, if Blackstone or Holdings elects to consummate, or to cause the Company to consummate, a transaction constituting a
Change of Control, Blackstone or Holdings, as applicable, shall notify the Company and the other Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the proposed transaction, and the
Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such transaction on the terms proposed by Blackstone or Holdings (a “Drag Along Sale”). Without limiting the
foregoing, (i) if the proposed Drag Along Sale is structured as a sale of assets or a merger or consolidation, or otherwise requires stockholder approval, the Securityholders and the Company will vote or cause to be voted all Securities that
they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection
therewith, and (ii) if the proposed Drag Along Sale is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Drag Along Sale on the terms
and conditions approved by Blackstone or Holdings, and the Securityholders will execute any merger, asset purchase, 

  

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security purchase, recapitalization or other sale agreement approved by Blackstone in connection with such Change of Control. 
 (b) The obligations of the Securityholders with respect to the Drag Along Sale are subject to the satisfaction of the following conditions: (i) upon
the consummation of the Drag Along Sale, all of the holders of a particular class or series of Securities (if any consideration is to be received by any of them) shall receive the same form and amount of consideration per share, unit or amount of
Securities, or if any holders of a particular class or series of Securities are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option and (ii) if
consideration is to be received by holders of Securities, all holders of then currently exercisable rights to acquire a particular class or series of Securities will be given an opportunity to either (A) exercise such rights prior to the
consummation of the Drag Along Sale and participate in such sale as holders of such Securities or (B) upon the consummation of the Drag Along Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying
(1) the same amount of consideration per share, unit or amount of Securities received by the holders of such type and class of Securities in connection with the Drag Along Sale less the exercise price per share, unit or amount of such rights to
acquire such Securities by (2) the number of shares, units or aggregate amount of Securities represented by such rights. 
 (c) Each
Securityholder will bear its or his pro-rata share (based upon the relative amount of proceeds received for the Securities sold) of the reasonable costs of any sale of Securities pursuant to a Drag Along Sale to the extent such costs are incurred
for the benefit of all Securityholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by or on behalf of a Securityholder for its or his sole benefit will not be considered costs of the transaction hereunder. In the
event that any transaction that Blackstone elects to consummate or cause to be consummated pursuant to this Section 4.1 is not consummated for any reason, the Company will reimburse Blackstone for all actual and reasonable expenses paid or
incurred by Blackstone in connection therewith. 
 (d) Notwithstanding any provision in this Agreement to the contrary, Blackstone and its
Affiliates shall be entitled to be paid customary and reasonable fees by Holdings, the Company or any Subsidiary for any investment banking services provided by it in connection with a Change of Control. 
 (e) The provisions of this Section 4.1 shall remain in effect following the first Public Offering. 
  

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 ARTICLE V 
 AMENDMENT AND TERMINATION 
 5.1 Amendment and Waiver. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Securityholders unless such modification, amendment or waiver is approved in writing by each of the Company and Holdings;
provided that no such modification, amendment or waiver may materially adversely affect Employee Securities or the rights or obligations hereunder of holders of Employee Securities unless approved in writing by the Employee Majority Holders.
The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in
accordance with its terms. 
 5.2 Termination of Agreement. This Agreement will terminate in respect of all Securityholders
(a) with the written consent of the Company, Holdings and the Employee Majority Holders, (b) upon the dissolution, liquidation or winding-up of the Company or (c) upon the consummation of a transaction, whether in a single transaction
or in a series of related transactions that are consummated contemporaneously (or consummated pursuant to contemporaneous agreements), with any other Person or Persons on an arms-length basis, pursuant to which such party or parties acquire (whether
by merger, stock purchase, recapitalization, reorganization, redemption, issuance of capital stock or otherwise) more than 50% of the Fully Diluted Shares or voting stock of the Company. 
 5.3 Termination as to a Party. Any Person who ceases to hold any Securities shall cease to be a Securityholder and shall have no further rights or
obligations under this. 
 ARTICLE VI 
 MISCELLANEOUS 
 6.1 Certain Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth
or as referenced below: 
 “Affiliate” of any particular Person means any other Person Controlling, Controlled by or under
common Control with such particular Person or, in the case of a natural Person, any other member of such Person’s Participant Group. 
 “Agreement” has the meaning set forth in the preface. 
 “Blackstone” means Blackstone Capital
Partners V L.P. and its Affilaites. 
 “Blackstone Securities” means (a) Securities, Common Stock, Common Stock
Equivalents, Preferred Units or Preferred Stock hereafter acquired by Blackstone, and (b) any securities of the Company issued with respect to the securities referred to in clause (a) above by way of a payment-in-kind, stock dividend, or
stock split or in 

  

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connection with a combination of shares, exchange, conversion, recapitalization, merger, consolidation or other reorganization, or otherwise. 
 “Change of Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of
the assets of the Company or Holdings to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Blackstone or its affiliates (as defined in Rule 501(b) of the
Securities Act of 1933) or (ii) any person or group, other than the Blackstone or its affiliates, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
50% of the total voting power of the voting stock of the Company or Holdings, including by way of merger, consolidation or otherwise and the Blackstone ceases to directly or indirectly control the Board. 
 “Closing Date” means April 2, 2007. 
 “Common Stock” has the meaning set forth in the Holdings Securityholders’ Agreement. 
 “Common Stock Equivalents” means (without duplication with any Units, Common Stock or other Common Stock Equivalents) rights, warrants, options, convertible securities, or exchangeable securities or indebtedness, or other
rights, exercisable for or convertible or exchangeable into, directly or indirectly, Units, Common Stock or securities exercisable for or convertible or exchangeable into Units or Common Stock, as the case may be, whether at the time of issuance or
upon the passage of time or the occurrence of some future event. 
 “Company” has the meaning set forth in the preface.

 “Control” (including, with correlative meaning, all conjugations thereof) means with respect to any Person, the ability
of another Person to control or direct the actions or policies of such first Person, whether by ownership of voting securities, by contract or otherwise. 
 “Drag Along Sale” has the meaning set forth in Section 4.1(a). 
 “Employee
Majority Holders” means the Person or Persons having beneficial ownership of a majority of the Common Stock constituting Employee Securities. 
 “Employee Securities” means (a) Securities acquired by the Employees on or after the date of this Agreement under the Management Equity Subscription Agreements and/or Nonqualified Stock Option
Agreement, (b) any Securities, Common Stock or Common Stock Equivalents hereafter acquired by any holder of Employee Securities, and (c) any securities issued with respect to the securities referred to in clauses (a) or (b) above
by way of a payment-in-kind, stock dividend or stock split or in connection with a combination of shares, exchange, conversion, recapitalization, merger, consolidation or other reorganization, or otherwise. 
  

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 “Employees” has the meaning set forth in the preface. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Exempt Employee Transfer” means a Transfer of Employee Securities (a) pursuant to a Change of Control under
Section 3.1 or other transaction approved under Section 2.2, (b) to the Company pursuant to a call option under an Option Agreement, (c) upon the death of the holder pursuant to the applicable laws of descent and distribution,
(d) if expressly permitted by an Employee’s Option Agreement, (e) solely to or among such Employee’s Participant Group, (f) incidental to the exercise, conversion or exchange of such securities in accordance with their
terms, any combination of shares (including any reverse stock split) or (g) to Blackstone or any of its Affiliates. 
 “Fully-Diluted Shares” means, as of any date of determination, the number of shares of Common Stock outstanding plus, as the case may be, all shares of Common Stock issuable, whether at such time or upon the passage of time
or the occurrence of future events, upon the exercise, conversion or exchange of all then-outstanding Common Stock Equivalents. 
 “Holdings” has the meaning set forth in the preface. 
 “Holdings Securityholders Agreement” means
the Securityholders Agreement among Holdings and its members, as it may be amended from time to time. 
 “Lapse Date” has
the meaning set forth in Section 3.1. 
 “Option Agreements” mean the nonqualified stock option agreements between the
Company and the respective Employees, as such agreement may be amended from time to time. 
 “Ownership Percentage” means,
for each Securityholder and with respect to a type and class of Security, the percentage obtained by dividing the number of units or shares of such Security held by such Securityholder by the total number of units or shares of such Security (other
than Excluded Securities) outstanding. 
 “Participant Group” means, with respect to any individual, such individual’s
spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained solely for the benefit of (or the sole members or partners of which are) such individual, such
individual’s spouse and/or such individual’s descendants. 
 “Person” means an individual, a partnership, a joint
venture, a corporation, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any department or agency or political subdivision thereof. 
  

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 “Proposed Sale” has the meaning set forth in Section 3.2(a). 
 “Proposed Sale Notice” has the meaning set forth in Section 3.2(a). 
 “Public Offering” means a sale of Common Stock to the public in an offering pursuant to an effective registration statement filed with
the SEC pursuant to the Securities Act, as then in effect, provided that a Public Offering shall not include an offering made in connection with a business acquisition or combination or an employee benefit plan. 
 “Public Sale” means a sale of Securities pursuant to a Public Offering or a Rule 144 Sale. 
 “Qualified Public Offering” means a Public Offering which results in (i) at least 25% of the Company’s or Holdings’
outstanding equity securities on a fully diluted basis having been issued as a result of such Public Offering or (ii) aggregate gross proceeds to Blackstone equal to 50% of the value of Blackstone’s equity interest in Holdings or the
Company as of the Closing Date. 
 “Rule 144” means Rule 144 adopted under the Securities Act (or any successor rule or
regulation). 
 “Rule 144 Sale” means a sale of Securities to the public through a broker, dealer or market-maker pursuant
to the provisions of Rule 144 adopted under the Securities Act (or any successor rule or regulation). 
 “SEC” means the
Securities and Exchange Commission. 
 “Securities” means, collectively, the Blackstone Securities and the Employee
Securities. 
 “Securityholder” has the meaning set forth in the preface. 
 “Securities Act” means the Securities Act of 1933, as amended from time to time. 
 “Selling Employee Holder” has the meaning set forth in Section 3.2(a). 
 “Selling Blackstone Holder” has the meaning set forth in Section 3.3(a). 
 “Subsidiary” means any corporation, limited liability company, partnership or other entity with respect to which another specified
entity has the power to vote or direct the voting of sufficient securities to elect directors (or comparable authorized persons of such entity) having a majority of the voting power of the board of directors (or comparable governing body) of such
entity. 
 “Transfer” means (in either the noun or the verb form, including with respect to the verb form, all conjugations
thereof within their correlative meanings) with 

  

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respect to any security, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration, whether
directly or indirectly, and whether voluntary, involuntary or by operation of law) of such Security or any interest therein. 
 6.2
Legends. 
 (a) Securityholders Agreement. Each certificate or instrument evidencing Employee Securities, if any, and each
certificate or instrument, if any, issued in exchange for or upon the Transfer of any such Employee Securities (if such securities remain subject to this Agreement after such Transfer) shall be stamped or otherwise imprinted with a legend (as
appropriately completed under the circumstances) in substantially the following form: 
 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
CONSTITUTE EMPLOYEE SECURITIES UNDER A CERTAIN SECURITYHOLDERS AGREEMENT DATED AS OF AUGUST [    ], 2007 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SECURITYHOLDERS AND,
AS SUCH, ARE SUBJECT TO CERTAIN VOTING PROVISIONS, PURCHASE RIGHTS AND RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITYHOLDERS AGREEMENT. A COPY OF SUCH SECURITYHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF
UPON WRITTEN REQUEST.” 
 (b) Restricted Securities. Each instrument or certificate, if any, evidencing Securities and each
instrument or certificate, if any, issued in exchange or upon the Transfer of any Securities shall be stamped or otherwise imprinted with a legend substantially in the following form: 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD
UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT
SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).” 
  

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 (c) Removal of Legends. Whenever in the opinion of the Company and counsel reasonably satisfactory
to the Company (which opinion shall be delivered to the Company in writing) the restrictions described in any legend set forth above cease to be applicable to any Securities, the holder thereof shall be entitled to receive from the Company, without
expense to the holder, a new instrument or certificate not bearing a legend stating such restriction. 
 6.3 Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein. 
 6.4 Entire Agreement. Except as otherwise expressly
set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in any way. 
 6.5 Successors and Assigns. Except as
otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Securityholders and any subsequent holders of Securities and the respective successors and
assigns of each of them, so long as they hold Securities. 
 6.6 Counterparts. This Agreement may be executed in separate counterparts
each of which shall be an original and all of which taken together shall constitute one and the same agreement. 
 6.7 Remedies. The
Company and the Securityholders shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise all other
rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company or any Securityholder may in its or his sole discretion
apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. 
 6.8 Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail
(postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address or to the
attention of such other person as the 

  

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recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when sent by facsimile
(receipt confirmed) delivered personally, five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. The Company’s address is: 
  

			
	 Crunch Holding Corp.
 c/o The Blackstone
Group
 345 Park Avenue
 New York, NY 10154

	Attention:	  	Prakash Melwani
		
	Fax:	  	212-583-5722
	
	with 2 copies to :
	
	 Pinnacle Foods Group
 Mountain Lakes, NJ
07046

	Attention:	  	General Counsel (first copy)
		  	Treasurer (second copy)
		
	Fax:	  	973-541-6693
	
	 Simpson Thacher & Bartlett LLP
 425
Lexington Avenue
 New York, New York 10017-3954

	Attention:	  	Gregory T. Grogan, Esq.
		
	Fax:	  	212-455-2502

 A copy of each notice given to the Company shall be given to Holdings (and no notice to the Company shall be
effective until such copy is delivered to Holdings) at the following addresses: 
  

			
	 Peak Holdings LLC
 c/o The Blackstone Group

 345 Park Avenue
 New York, NY 10154

	Attention:	  	Prakash Melwani
		
	Fax:	  	212-583-5722
	
	 with a copy to:
  
 Simpson Thacher & Bartlett LLP
 425 Lexington Avenue


  

 13 









			
	New York, New York 10017-3954
	Attention:	  	Gregory T. Grogan, Esq.
		
	Fax:	  	212-455-2502

 6.9 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to conflicts of laws principles thereof. 
 6.10 Descriptive Headings. The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 
 [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK] 
 [SIGNATURE PAGES FOLLOW] 
  


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 IN WITNESS WHEREOF, the parties hereto have executed this Securityholders Agreement on the day and year
first above written. 
  

			
	CRUNCH HOLDING CORP.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	PEAK HOLDINGS LLC
		
	By:	 	  

	Name:	 	
	Title: