REGISTRATION RIGHTS AGREEMENT by and among Alphabet Holding Company, Inc., and Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC, as the Initial Purchasers Dated as of October 17, 2012Registration Rights Agreement • February 22nd, 2013 • Alphabet Holding Company, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 17, 2012, by and among Alphabet Holding Company, Inc., a Delaware corporation (the “Company”), and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as the initial purchasers (collectively, the “Initial Purchasers” named on Schedule A to the Purchase Agreement), each of whom has agreed to purchase the Company’s 7.75%/8.50% Contingent Cash Pay Senior Notes due 2017 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 22nd, 2013 • Alphabet Holding Company, Inc. • Delaware
This Stockholders Agreement (“Agreement”) is entered into as of this 3rd day of December, 2010, by and among Alphabet Holding Company, Inc., a Delaware corporation (together with any successor thereto, the “Company”), Carlyle Partners V, L.P., a Delaware limited partnership (“CP V”), Carlyle Partners V-A, L.P., a Delaware limited partnership (“Carlyle Partners V-A”), CP V Coinvestment A, L.P., a Delaware limited partnership (“CP V Coinvestment A”), CP V Coinvestment B, L.P., a Delaware limited partnership (“CP V Coinvestment B”), CEP III Participations, SARL SICAR, a Luxembourg SARL (“CEP III”), Carlyle NBTY Coinvestment, L.P., a Delaware limited partnership (“Carlyle NBTY Coinvestment” and collectively, with CP V, Carlyle Partners V-A, CP V Coinvestment A, CP V Coinvestment B, and CEP III the “Initial Carlyle Shareholders”), and the purchasers listed on the signature pages attached hereto (each individually, an “Employee Shareholder,” and collectively, the “Employee Shareholders”). Th
