EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2006 • Compass Diversified Trust • Services-help supply services • New York
FORM OF SHARE PURCHASE AGREEMENT by and between COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST and CGI DIVERSIFIED HOLDINGS, LPShare 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”).
FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST and CERTAIN SHAREHOLDERS Dated May [___], 2006Registration 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.”
