Compass Diversified Trust Sample Contracts

EXHIBIT 1.1 UNDERWRITING AGREEMENT
Underwriting Agreement • May 5th, 2006 • Compass Diversified Trust • Services-help supply services • New York
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FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of January 1, 2012
Operating Agreement • May 7th, 2013 • Compass Diversified Holdings • Motor vehicle parts & accessories • Delaware

This FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of January 1, 2012 and is entered into by Compass Diversified Holdings and Compass Group Management LLC, as Members hereunder and pursuant to the provisions of the Act as in effect on the date hereof. Such Members hereby agree to the amendment and restatement of the Third Amended and Restated Operating Agreement, effective as of November 1, 2010, which amended and restated the Second Amended and Restated Operating Agreement, effective as of January 9, 2007 which amended and restated the Amended and Restated Operating Agreement, dated as of April 25, 2006, which amended and restated the Operating Agreement, dated as of November 18, 2005 (the “Original Agreement”), as set forth herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 1.9 and, unless otherwise specified, article and section references used herein refer to Articles

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SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AND COMPASS GROUP MANAGEMENT LLC Amended as of December 20, 2011 Amended as of December 15, 2009 Originally effective as of May 16, 2006
Management Services Agreement • March 7th, 2012 • Compass Diversified Holdings • Services-help supply services • New York

SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 20, 2011 and amended as of December 15, 2009 and originally effective as of May 16, 2006 by and between Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), and Compass Group Management LLC, a Delaware limited liability company (the “Manager”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”

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COMPASS DIVERSIFIED HOLDINGS COMPASS GROUP DIVERSIFIED HOLDINGS LLC 4,300,000 Trust Shares UNDERWRITING AGREEMENT
Compass Diversified Holdings • November 17th, 2010 • Services-help supply services • New York

Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), for itself and as sponsor of Compass Diversified Holdings, a statutory trust formed under the laws of the State of Delaware (the “Trust”), the Trust and Compass Group Management LLC, a Delaware limited liability company (the “CODI Manager”), propose to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of shares of the Trust set forth in Schedule I hereto (the “Firm Shares”).

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FORM OF SHARE PURCHASE AGREEMENT by and between COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST and CGI DIVERSIFIED HOLDINGS, LP
Share Purchase Agreement • May 5th, 2006 • Compass Diversified Trust • Services-help supply services • New York

SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], 2006 by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as sponsor of Compass Diversified Trust, a Delaware statutory business trust (“Issuer”), the Issuer and CGI Diversified Holdings, LP a Bahamian exempted limited partnership (“Buyer”).

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OPERATING AGREEMENT OF COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of November 18, 2005
Operating Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • Delaware

This OPERATING AGREEMENT shall be effective as of the 18th day of November 2005, and is entered into by Compass Group Management LLC (together with its successors and assigns, the “Member”), as the sole member hereunder and pursuant to the provisions of the Act as in effect on the date hereof. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Article II.

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INCREMENTAL FACILITY AMENDMENT
Compass Diversified Holdings • April 3rd, 2013 • Services-help supply services

We refer to the Credit Agreement, dated as of October 27, 2011 (as amended to date, the “Credit Agreement”), among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), the Lenders party thereto and Toronto Dominion (Texas) LLC, as Agent for the Lenders (in such capacity, the “Agent”). Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

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REGISTRATION RIGHTS AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED HOLDINGS and CGI MAGYAR HOLDINGS, LLC Dated as of August 24, 2011
Registration Rights Agreement • August 25th, 2011 • Compass Diversified Holdings • Services-help supply services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 24th day of August, 2011, by and among: Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as sponsor of Compass Diversified Holdings, a statutory trust under the Delaware Statutory Trust Act (the “Trust” and together with the Company, the “Registrants”), the Trust, and CGI Magyar Holdings, LLC, a Delaware limited liability company (together with its transferees, if any, the “Shareholder”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 3rd, 2012 • Compass Diversified Holdings • Services-help supply services

This Second Amendment to Credit Agreement (this “Amendment”) is entered into as of April 2, 2012, among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), Toronto Dominion (Texas) LLC, as Agent for the Lenders, and the undersigned Lenders.

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SECOND AMENDMENT
Second Amendment • September 13th, 2007 • Compass Diversified Holdings • Services-help supply services • New York

THIS SECOND AMENDMENT (“Second Amendment”) effective as of September 14, 2007, to the Amended and Restated Trust Agreement, as amended (“Agreement”) of Compass Diversified Trust, a Delaware statutory trust (the “Trust”), effective as of April 25, 2006, the effective date of the Agreement, by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. ALAN B. OFFENBERG and MR. JAMES J. BOTTIGLIERI, as the regular trustees (each a “Regular Trustee”, together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”).

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STOCK PURCHASE AGREEMENT BY AND AMONG RECRUIT CO., LTD. AND RGF STAFFING USA, INC. AS BUYERS THE SHAREHOLDERS OF STAFFMARK HOLDINGS, INC., AS SELLERS STAFFMARK HOLDINGS, INC. AS THE COMPANY AND COMPASS GROUP DIVERSIFIED HOLDINGS LLC AS SELLER...
Stock Purchase Agreement • October 18th, 2011 • Compass Diversified Holdings • Services-help supply services • New York

This Stock Purchase Agreement (“Agreement”) is made as of this 17th day of October, 2011, by and among Recruit Co., LTD., a Japanese corporation (kabushiki kaisha) (“Recruit”) and RGF Staffing USA, Inc., a Delaware corporation (“RGF” and together with Recruit, “Buyers” and each a “Buyer”), Staffmark Holdings, Inc., a Delaware corporation (the “Company”), the Company’s shareholders (each a “Seller” and, collectively, the “Sellers”), and Compass Group Diversified Holdings LLC, as representative of the Sellers (the “Seller Representative”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2008 • Compass Diversified Holdings • Services-help supply services • Connecticut

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 1, 2008 (the “Agreement”), is entered into by and between James J. Bottiglieri, a resident of the state of New York (the “Executive”), and Compass Group Management LLC, a Delaware limited liability corporation (the “Manager”).

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FOURTH AMENDMENT
Fourth Amendment • November 8th, 2010 • Compass Diversified Holdings • Services-help supply services • Delaware

AMENDED AND RESTATED TRUST AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 1, 2010, is entered into by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. ALAN B. OFFENBERG and MR. JAMES J. BOTTIGLIERI, as the regular trustees (each a “Regular Trustee”, together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”).

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COMPASS DIVERSIFIED HOLDINGS COMPASS GROUP DIVERSIFIED HOLDINGS LLC 6,400,000 Trust Shares UNDERWRITING AGREEMENT
Underwriting Agreement • April 16th, 2010 • Compass Diversified Holdings • Services-help supply services • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), for itself and as sponsor of Compass Diversified Holdings, a statutory trust formed under the laws of Delaware (the “Trust”) and Compass Group Management LLC, a Delaware limited liability company (the “CODI Manager”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the Trust Stock of the Trust (the “Trust Stock”).

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STOCK PURCHASE AGREEMENT dated as of May 1, 2012 among Candlelight Investment Holdings, Inc., Halo Holding Corporation, Halo Lee Wayne, LLC and the Equityholders of Halo Lee Wayne, LLC
Stock Purchase Agreement • May 2nd, 2012 • Compass Diversified Holdings • Services-help supply services • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2012 among Candlelight Investment Holdings, Inc., a Delaware corporation (“Buyer”), Halo Holding Corporation, a Delaware corporation (the “Company”), Halo Lee Wayne, LLC, a Delaware limited liability company (“Seller”), and solely for the purposes of agreeing to be bound by the provisions set forth herein that are applicable to any Equityholder or Equityholders, each of the holders of equity interests of Seller listed on Exhibit A hereto (collectively, the “Equityholders”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 11th, 2007 • Compass Diversified Holdings • Services-help supply services

Credit Agreement dated as of November 21, 2006 (as amended, restated or otherwise modified from time to time, this “Agreement”) among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto from time to time (“Lenders”), and Madison Capital Funding LLC (in its individual capacity, “Madison”), as Agent for all Lenders.

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SECURITIES PURCHASE AGREEMENT BY AND AMONG CBK HOLDINGS, LLC, CAMELBAK PRODUCTS, LLC, CAMELBAK ACQUISITION CORP. FOR PURPOSES OF SECTION 6.15 AND ARTICLE 10 ONLY, COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AND FOR PURPOSES OF SECTION 6.13 AND ARTICLE 10...
Securities Purchase Agreement • August 25th, 2011 • Compass Diversified Holdings • Services-help supply services • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 24, 2011, is made by and among CamelBak Products, LLC, a Delaware limited liability company (the “Company”), CBK Holdings, LLC, a Delaware limited liability company (“Seller”), Camelbak Acquisition Corp. (f/k/a Elixir Acquisition Corp.), a Delaware corporation (“Buyer”), for purposes of Section 6.15 and Article 10 only, Compass Group Diversified Holdings LLC (“Parent”), and for purposes of Section 6.13 and Article 10 only, IPC/Camelbak LLC (“IPC”). The Company, Seller, Buyer, Parent and IPC shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

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FORM OF MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN COMPASS GROUP DIVERSIFIED HOLDINGS LLC, AND COMPASS GROUP MANAGEMENT LLC Dated as of l, 2006
Management Services Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • New York

MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of l, 2006, by and between Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), and Compass Group Management LLC, a Delaware limited liability company (the “Manager”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties”.

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SUBSCRIPTION AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED HOLDINGS and CGI MAGYAR HOLDINGS, LLC Dated as of August 24, 2011
Subscription Agreement • August 25th, 2011 • Compass Diversified Holdings • Services-help supply services • New York

SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 24, 2011 by and among Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as sponsor of Compass Diversified Holdings, a Delaware statutory business trust (the “Issuer”), and CGI Magyar Holdings, LLC, a Delaware limited liability company (“Buyer”).

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STOCK PURCHASE AGREEMENT DATED AS OF MARCH 31, 2010 BY AND AMONG GABLE 5, INC., as the Company, LIBERTY SAFE AND SECURITY PRODUCTS, LLC, as the Seller AND LIBERTY SAFE HOLDING CORPORATION, as the Purchaser
Stock Purchase Agreement • April 1st, 2010 • Compass Diversified Holdings • Services-help supply services • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2010, is by and among Gable 5, Inc., a Delaware corporation (the “Company”), Liberty Safe and Security Products, LLC, a Delaware limited liability company (the “Seller”), and Liberty Safe Holding Corporation, a Delaware corporation (the “Purchaser”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 3rd, 2013 • Compass Diversified Holdings • Services-help supply services

This Third Amendment to Credit Agreement (this “Amendment”) is entered into as of April 3, 2013, among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), Toronto Dominion (Texas) LLC, as Agent for the Lenders, and the undersigned Lenders.

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PURCHASE AGREEMENT by and among STAFFING HOLDING LLC, as Seller STAFFMARK MERGER LLC, as Merger Sub STAFFMARK INVESTMENT LLC, as the Company SF HOLDING CORP. STEPHENS-SM LLC and CBS PERSONNEL HOLDINGS, INC., as Buyer Dated as of December 19, 2007
Purchase Agreement • December 20th, 2007 • Compass Diversified Holdings • Services-help supply services • New York

THIS PURCHASE AGREEMENT is made and entered into and effective as of the 19th day of December, 2007, by and among STAFFING HOLDING LLC, a Delaware limited liability company (“Seller”), STAFFMARK MERGER LLC, a Delaware limited liability company (“Merger Sub”), STAFFMARK INVESTMENT LLC, a Delaware limited liability company (the “Company”), SF HOLDING CORP., an Arkansas corporation (“Stephens”), STEPHENS-SM LLC, an Arkansas limited liability company (“Stephens-SM”), and CBS PERSONNEL HOLDINGS, INC., a Delaware corporation (“Buyer”).

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FORM OF SUPPLEMENTAL PUT AGREEMENT BY AND BETWEEN COMPASS GROUP MANAGEMENT LLC AND COMPASS GROUP DIVERSIFIED HOLDINGS LLC Dated as of l, 2006
Supplemental Put Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • New York

SUPPLEMENTAL PUT AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of ___, 2006 is made by and between COMPASS GROUP MANAGEMENT LLC, a Delaware limited liability company (the “Holder”) and COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Issuer”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties”.

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AMENDED AND RESTATED TRUST AGREEMENT OF COMPASS DIVERSIFIED TRUST AMONG COMPASS GROUP DIVERSIFIED HOLDINGS LLC as Sponsor, THE BANK OF NEW YORK (DELAWARE) as Delaware Trustee, AND THE REGULAR TRUSTEES NAMED HEREIN Dated as of April 25, 2006
Trust Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services • Delaware

AMENDED AND RESTATED TRUST AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 25, 2006 is entered into by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “Sponsor”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and MR. I. JOSEPH MASSOUD and MR. JAMES J. BOTTIGLIERI, as the initial regular trustees and MR. ALAN B. OFFENBERG, as replacement regular trustee for MR. I. JOSEPH MASSOUD (each a “Regular Trustee”, together “Regular Trustees” and, collectively with the Delaware Trustee, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

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STOCK PURCHASE AGREEMENT Dated as of September 16, 2010 by and among ERGO Baby Intermediate Holding Corporation, The ERGO Baby Carrier, Inc., Karin A. Frost, in her individual capacity and as Trustee of the Revocable Trust of Karin A. Frost dated...
Stock Purchase Agreement • September 17th, 2010 • Compass Diversified Holdings • Services-help supply services • New York
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TRUST AGREEMENT
Trust Agreement • December 14th, 2005 • Compass Diversified Trust • Delaware

TRUST AGREEMENT, dated as of November 18, 2005, is entered into by and between Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Sponsor”), The Bank of New York (Delaware), a Delaware banking corporation (the “Delaware Trustee”), and I. Joseph Massoud and James J. Bottiglieri, as the initial regular trustees (each a “Regular Trustee” and collectively with the Delaware Trustee, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

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FORM OF CREDIT AGREEMENT
Credit Agreement • April 26th, 2006 • Compass Diversified Trust • Services-help supply services

This Credit Agreement dated as of [___, 2006] (as amended, restated or otherwise modified from time to time, this “Agreement”) by and between [___], a [___] corporation (“Borrower”), and Compass Group Diversified Holdings LLC, (together with its successors and assigns, “Lender”), as lender.

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STOCK PURCHASE AGREEMENT by and among ARNOLD MAGNETIC TECHNOLOGIES HOLDINGS CORPORATION, ARNOLD MAGNETIC TECHNOLOGIES, LLC, AMT ACQUISITION CORP. Dated as of March 5, 2012
Stock Purchase Agreement • March 6th, 2012 • Compass Diversified Holdings • Services-help supply services • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 5, 2012, by and among Arnold Magnetic Technologies, LLC, a Delaware limited liability company (“Seller”), Arnold Magnetic Technologies Holdings Corporation, a Delaware corporation (the “Company”), and AMT Acquisition Corp., a Delaware corporation (“Buyer”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.

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FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST and CERTAIN SHAREHOLDERS Dated May [___], 2006
Registration Rights Agreement • May 5th, 2006 • Compass Diversified Trust • Services-help supply services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the l day of l, 2006, by and among: Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as the sponsor of Compass Diversified Trust, a statutory trust under the Delaware Statutory Trust Act (the “Trust” and, together with the Company, the “Registrants”), the Trust, and each of the undersigned parties listed under “Shareholders” on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”

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