Recapitalization Agreement Sample Contracts

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PetIQ, Inc. – Recapitalization Agreement (July 6th, 2017)

This Recapitalization Agreement (this Agreement), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (PetIQ Corporation), PetIQ Holdings, LLC, a Delaware limited liability company (PetIQ LLC), the Continuing LLC Owners (as defined herein), the C-Corp LLC Owners (as defined herein) and the C-Corp LLC Owner Parents (as defined herein). The parties hereto are collectively referred to herein as the Parties.

iMedicor – Recapitalization Agreement (March 31st, 2017)

RECAPITIALIZATION AGREEMENT (this "Agreement"), dated as of November 1, 2016, among iMEDICOR, Inc., a Nevada corporation formerly known as Vemics, Inc. (the "Company"), and those persons who are signatories of this Agreement and who are owners of record of shares of the capital stock of the Company (the "Stockholders") and/or the holders (the "Convertible Debt Holders") of indebtedness convertible into shares of capital stock of the Company (the "Convertible Debt").

Planet Fitness, Inc. – Recapitalization Agreement (July 15th, 2015)

This Recapitalization Agreement (this Agreement), dated as of [ ], 2015, is entered into by and among Planet Fitness, Inc., a Delaware corporation (Planet), Pla-Fit Holdings, LLC, a Delaware limited liability company (Pla-Fit), the Continuing LLC Owners (as defined herein) and the Direct TSG Investors (as defined herein). The parties hereto are collectively referred to herein as the Parties.

Habit Restaurants, Inc. – Recapitalization Agreement (March 12th, 2015)

This Recapitalization Agreement (this Agreement), dated as of November 19, 2014, is entered into by and among The Habit Restaurants, Inc., a Delaware corporation (Habit), The Habit Restaurants, LLC, a Delaware limited liability company (Habit LLC), and the Unit-holders of Habit LLC listed on the signature page hereto. The parties hereto are collectively referred to herein as the Parties.

RECAPITALIZATION AGREEMENT Dated as of November 13, 2014 by and Among VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP, VX HOLDINGS, L.P., VIRGIN HOLDINGS LIMITED, CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., CYR FUND, L.P., CRESCENT 1, L.P., CYRUS OPPORTUNITIES MASTER FUND II, LTD., CYRUS AVIATION INVESTOR, LLC, CYRUS AVIATION PARTNERS III, L.P., CYRUS AVIATION PARTNERS IIIA, L.P., CYRUS AVIATION PARTNERS IV, L.P., CM FINANCE INC, CCP INVESTMENTS I, L.P., and CRS FUND, LTD. CYRUS AVIATION HOLDINGS, LLC, and VAI MBO INVESTORS LLC (November 19th, 2014)

THIS RECAPITALIZATION AGREEMENT (this Agreement) is dated as of November 13, 2014, and is being entered into by and among Virgin America Inc., a Delaware corporation (the Company); Virgin Management Limited, a limited liability company organized under the laws of England and Wales (VML); VX Holdings, L.P., a Delaware limited partnership (VXH); VA Holdings (Guernsey) LP, a Guernsey limited partnership (VAHG); Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (VHL and together with VXH, VML and VXH, the Virgin Group); Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands (CSOM); CYR Fund, L.P., a Delaware limited partnership (CYR); Crescent 1, L.P., a Delaware limited partnership (Crescent); Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands (COM); Cyrus Aviation Investor, LLC (Investor LLC); Cyrus Aviation Partners III, L.P., a Delaware limited partnership. (CAP II

RECAPITALIZATION AGREEMENT Dated as of , 2014 by and Among VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP, VX HOLDINGS, L.P., VIRGIN HOLDINGS LIMITED, CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., CYR FUND, L.P., CRESCENT 1, L.P., CYRUS OPPORTUNITIES MASTER FUND II, LTD., CYRUS AVIATION INVESTOR, LLC, CYRUS AVIATION PARTNERS III, L.P., CYRUS AVIATION PARTNERS IIIA, L.P., CYRUS AVIATION PARTNERS IV, L.P., CM FINANCE INC, CCP INVESTMENTS I, L.P., and CRS FUND, LTD. CYRUS AVIATION HOLDINGS, LLC, and VAI MBO INVESTORS LLC (November 3rd, 2014)

THIS RECAPITALIZATION AGREEMENT (this Agreement) is dated as of , 2014, and is being entered into by and among Virgin America Inc., a Delaware corporation (the Company); Virgin Management Limited, a limited liability company organized under the laws of England and Wales (VML); VX Holdings, L.P., a Delaware limited partnership (VXH); VA Holdings (Guernsey) LP, a Guernsey limited partnership (VAHG); Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (VHL and together with VXH, VML and VXH, the Virgin Group); Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands (CSOM); CYR Fund, L.P., a Delaware limited partnership (CYR); Crescent 1, L.P., a Delaware limited partnership (Crescent); Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands (COM); Cyrus Aviation Investor, LLC (Investor LLC); Cyrus Aviation Partners III, L.P., a Delaware limited partnership. (

Habit Restaurants, Inc. – Form of Recapitalization Agreement (October 27th, 2014)

This Recapitalization Agreement (this Agreement), dated as of October [ ], 2014, is entered into by and among The Habit Restaurants, Inc., a Delaware corporation (Habit), The Habit Restaurants, LLC, a Delaware limited liability company (Habit LLC), and the Unit-holders of Habit LLC listed on the signature page hereto. The parties hereto are collectively referred to herein as the Parties.

RECAPITALIZATION AGREEMENT Dated as of , 2014 by and Among VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP, VX HOLDINGS, L.P., VIRGIN HOLDINGS LIMITED, CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., CYR FUND, L.P., CRESCENT 1, L.P., CYRUS OPPORTUNITIES MASTER FUND II, LTD., CYRUS AVIATION INVESTOR, LLC, CYRUS AVIATION PARTNERS III, L.P., CYRUS AVIATION PARTNERS IIIA, L.P., CYRUS AVIATION PARTNERS IV, L.P., CM FINANCE INC, CCP INVESTMENTS I, L.P., and CRS FUND, LTD. CYRUS AVIATION HOLDINGS, LLC, and VAI MBO INVESTORS LLC (October 7th, 2014)

THIS RECAPITALIZATION AGREEMENT (this Agreement) is dated as of , 2014, and is being entered into by and among Virgin America Inc., a Delaware corporation (the Company); Virgin Management Limited, a limited liability company organized under the laws of England and Wales (VML); VX Holdings, L.P., a Delaware limited partnership (VXH); VA Holdings (Guernsey) LP, a Guernsey limited partnership (VAHG); Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (VHL and together with VXH, VML and VXH, the Virgin Group); Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands (CSOM); CYR Fund, L.P., a Delaware limited partnership (CYR); Crescent 1, L.P., a Delaware limited partnership (Crescent); Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands (COM); Cyrus Aviation Investor, LLC (Investor LLC); Cyrus Aviation Partners III, L.P., a Delaware limited partnership. (

Recapitalization Agreement (September 8th, 2014)

This RECAPITALIZATION AGREEMENT (this "Agreement") is entered into as of September 4, 2014, by and among ViSalus, Inc., a Nevada corporation ("ViSalus"), Blyth, Inc., a Delaware corporation ("Blyth"), and the Persons identified on the signature page hereof as "Series B Preferred Holders" (the "Series B Holders"). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the MIPA (as defined below).

World Energy Solutions – Cancellation and Recapitalization Agreement (November 15th, 2013)

This CANCELLATION AND RECAPITALIZATION AGREEMENT (the "Agreement") is made and entered into as of November 8, 2013 (the "Effective Date"), by and between Daniel Bleak (the "Shareholder") and Silver Horn Mining Ltd., a Delaware corporation (the "Company").

Amendment No. 1 and Waivers to Recapitalization Agreement (October 1st, 2013)

THIS AMENDMENT NO. 1 AND WAIVERS TO RECAPITALIZATION AGREEMENT (this Amendment), is made as of October 3, 2012 by and among Barracuda Networks, Inc., a Delaware corporation (the Company), the Persons listed on the Schedule of Investors attached hereto (collectively referred to herein as the Investors and individually as an Investor), the Persons listed on the Schedule of Selling Stockholders attached hereto (collectively referred to herein as the Selling Stockholders and individually as a Selling Stockholder).

RECAPITALIZATION AGREEMENT by and Among BARRACUDA NETWORKS, INC., THE INVESTORS NAMED HEREIN and THE SELLING STOCKHOLDERS NAMED HEREIN August 23, 2012 (October 1st, 2013)

THIS RECAPITALIZATION AGREEMENT (this Agreement) is made and entered into as of August 23, 2012, by and among Barracuda Networks, Inc., a Delaware corporation (the Company), the Persons listed on the Schedule of Investors attached hereto (collectively referred to herein as the Investors and individually as an Investor), the Persons listed on the Schedule of Selling Stockholders attached hereto (collectively referred to herein as the Selling Stockholders and individually as a Selling Stockholder). The Company, the Investors and the Selling Stockholders are sometimes collectively referred to herein as the Parties and individually as a Party. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in ARTICLE 10.

Amendment No. 1 and Waivers to Recapitalization Agreement (September 5th, 2013)

THIS AMENDMENT NO. 1 AND WAIVERS TO RECAPITALIZATION AGREEMENT (this Amendment), is made as of October 3, 2012 by and among Barracuda Networks, Inc., a Delaware corporation (the Company), the Persons listed on the Schedule of Investors attached hereto (collectively referred to herein as the Investors and individually as an Investor), the Persons listed on the Schedule of Selling Stockholders attached hereto (collectively referred to herein as the Selling Stockholders and individually as a Selling Stockholder).

RECAPITALIZATION AGREEMENT by and Among BARRACUDA NETWORKS, INC., THE INVESTORS NAMED HEREIN and THE SELLING STOCKHOLDERS NAMED HEREIN August 23, 2012 (September 5th, 2013)

THIS RECAPITALIZATION AGREEMENT (this Agreement) is made and entered into as of August 23, 2012, by and among Barracuda Networks, Inc., a Delaware corporation (the Company), the Persons listed on the Schedule of Investors attached hereto (collectively referred to herein as the Investors and individually as an Investor), the Persons listed on the Schedule of Selling Stockholders attached hereto (collectively referred to herein as the Selling Stockholders and individually as a Selling Stockholder). The Company, the Investors and the Selling Stockholders are sometimes collectively referred to herein as the Parties and individually as a Party. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in ARTICLE 10.

Viaspace Inc – Recapitalization Agreement (October 5th, 2012)

THIS RECAPITALIZATION AGREEMENT (the "Agreement") is made effective as of September 30, 2012 (the "Effective Date"), by and among VIASPACE Inc., a Nevada corporation (the "VIASPACE"), VIASPACE Green Energy Inc., a British Virgin Islands corporation ("VGE"), and certain other parties who are signatories to this Agreement (collectively, with VIASPACE and VGE, the "Signatories"). Except as otherwise provided in this Agreement, capitalized terms and phrases shall have the meaning ascribed thereto in Section 1 hereof.

VIASPACE Green Energy Inc. – Recapitalization Agreement (October 5th, 2012)

THIS RECAPITALIZATION AGREEMENT (the "Agreement") is made effective as of September 30, 2012 (the "Effective Date"), by and among VIASPACE Inc., a Nevada corporation (the "VIASPACE"), VIASPACE Green Energy Inc., a British Virgin Islands corporation ("VGE"), and certain other parties who are signatories to this Agreement (collectively, with VIASPACE and VGE, the "Signatories"). Except as otherwise provided in this Agreement, capitalized terms and phrases shall have the meaning ascribed thereto in Section 1 hereof.

Debt Conversion and Recapitalization Agreement (October 3rd, 2012)

THIS DEBT CONVERSION AND RECAPITALIZATION AGREEMENT (this "Agreement") is made as of the 28th day of September, 2012 by and among iSecureTrac Corp., a Delaware corporation (the "Company"), IST Holdings, LLC, a Nebraska limited liability company ("Holdings") and each of the additional parties listed on Schedule 1 hereto (each a "Series C Holder") acting in his or its individual capacity as a holder of shares of the Company's Series C Cumulative, Compounding Exchangeable Preferred Stock, par value ($0.01) per share (the "Series C Preferred").

Apartment Trust of America – Master Contribution and Recapitalization Agreement by and Among Apartment Trust of America, Inc., Apartment Trust of America Holdings., L.P., Elco Landmark Residential Holdings Llc, and Elco Landmark Residential Management Llc August 3, 2012 (August 8th, 2012)

This MASTER CONTRIBUTION AND RECAPITALIZATION AGREEMENT (Agreement), dated as of August 3, 2012, is made and entered into by and among Apartment Trust of America, Inc., a Maryland corporation (ATA), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (ATA Holdings and, together with ATA, the ATA Parties), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (EL) and Elco Landmark Residential Management LLC, a Delaware limited liability company (ELRM and, together with EL, the EL Parties). ATA, ATA Holdings, EL and ELRM are referred to herein collectively as the Parties and individually as a Party.

Certain Relationships and Related Person Transactions (March 27th, 2012)

In connection with this offering, we will enter into a recapitalization agreement with our existing stockholders and with the Fifth Third investors pursuant to which the following transactions will occur in the order specified in the recapitalization agreement:

Recapitalization Agreement (March 5th, 2012)

This Recapitalization Agreement (this Agreement) is entered into as of [ ],(1) 2012, by and among (i) Vantiv, Inc., a Delaware corporation (Vantiv), (ii) Vantiv Holding, LLC, a Delaware limited liability company (Holding), (iii) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (FTB), (iv) FTPS Partners, LLC, a Delaware limited liability company and affiliate of FTB (FTPS Partners), (v) JPDN Enterprises, LLC, a Delaware limited liability company (JPDN), and (vi) each of the stockholders of Vantiv set forth on Exhibit A hereto (each, an Existing Stockholder and, collectively, the Existing Stockholders). Each of the parties to this Agreement is referred to herein as a Party or, collectively, the Parties. Certain capitalized terms are defined in Section 5.1.

Amendment No. 1 to Recapitalization Agreement (June 3rd, 2011)

THIS AMENDMENT NO. 1 to RECAPITALIZATION AGREEMENT (this Amendment or Agreement) is dated as of May 25, 2011, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the Company); the Indigo Equityholders and the Oaktree Equityholders for the purpose of implementing an amendment to that certain Recapitalization Agreement (the Recapitalization Agreement), dated as of September 17, 2010, by and among the Company, POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (POF Spirit); OCM Spirit Holdings, LLC, a Delaware limited liability company (Holdings); OCM Spirit Holdings II, LLC, a Delaware limited liability company (Holdings II); OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (POF II); OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (POF III); OCM Spirit Holdings III, LLC, a Delaware limited liability company (Holdings III); OCM Spirit Holdings III-A, LLC, a Delaware limited liability

Amendment No. 1 to Recapitalization Agreement (June 1st, 2011)

THIS AMENDMENT NO. 1 to RECAPITALIZATION AGREEMENT (this Amendment or Agreement) is dated as of May 25, 2011, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the Company); the Indigo Equityholders and the Oaktree Equityholders for the purpose of implementing an amendment to that certain Recapitalization Agreement (the Recapitalization Agreement), dated as of September 17, 2010, by and among the Company, POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (POF Spirit); OCM Spirit Holdings, LLC, a Delaware limited liability company (Holdings); OCM Spirit Holdings II, LLC, a Delaware limited liability company (Holdings II); OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (POF II); OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (POF III); OCM Spirit Holdings III, LLC, a Delaware limited liability company (Holdings III); OCM Spirit Holdings III-A, LLC, a Delaware limited liability

Amendment No. 1 to Recapitalization Agreement (May 25th, 2011)

THIS AMENDMENT NO. 1 to RECAPITALIZATION AGREEMENT (this Amendment or Agreement) is dated as of May 25, 2011, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the Company); the Indigo Equityholders and the Oaktree Equityholders for the purpose of implementing an amendment to that certain Recapitalization Agreement (the Recapitalization Agreement), dated as of September 17, 2010, by and among the Company, POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (POF Spirit); OCM Spirit Holdings, LLC, a Delaware limited liability company (Holdings); OCM Spirit Holdings II, LLC, a Delaware limited liability company (Holdings II); OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (POF II); OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (POF III); OCM Spirit Holdings III, LLC, a Delaware limited liability company (Holdings III); OCM Spirit Holdings III-A, LLC, a Delaware limited liability

Amendment No. 1 to Recapitalization Agreement (May 6th, 2011)

This Amendment No. 1 to Recapitalization Agreement (this Amendment), dated as of May 4, 2011, by and among MoneyGram International, Inc., a Delaware corporation (the Company), the investors listed under the heading THL Investors on the signature pages hereto (the THL Investors) and the investors listed under the heading GS Investors on the signature pages hereto (the GS Investors and, together with the THL Investors, the Investors). The Company and the Investors are sometimes referred to herein collectively as the Parties.

GSMP v ONSHORE US, LTD. GSMP v OFFSHORE US, LTD. GSMP v INSTITUTIONAL US, LTD. 200 West Street New York, NY 10282-2198 (March 9th, 2011)

Reference is hereby made to that certain Indenture (the Base Indenture) dated as of March 25, 2008, as supplemented by the First Supplemental Indenture, dated as of August 6, 2009 and the Second Supplemental Indenture dated as of June 29, 2010 (together with the Base Indenture, the Indenture) by and among MoneyGram Payment Systems Worldwide, Inc. as the issuer (the Company), the Guarantors listed on the signature pages of the Indenture (the Guarantors) and Deutsche Bank Trust Company Americas, as trustee (the Trustee). Capitalized terms used, but not defined, in this consent shall have the meaning defined (including by reference) in the Indenture (as supplemented by the Third Supplemental Indenture, as defined below).

RECAPITALIZATION AGREEMENT by and Among SPIRIT AIRLINES, INC., POF SPIRIT FOREIGN HOLDINGS, OCM PRINCIPAL OPPORTUNITIES FUND II, L.P. OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. OCM SPIRIT HOLDINGS, LLC, OCM SPIRIT HOLDINGS II, LLC, OCM SPIRIT HOLDINGS III, LLC, OCM SPIRIT HOLDINGS III-A, LLC, INDIGO FLORIDA L.P., INDIGO MIRAMAR LLC, INDIGO PARTNERS LLC, JACOB SCHORR, JULIANNE B. SCHORR, THE DAVID B. SCHORR TRUST U/T/A DATED DECEMBER 31, 1977, THE DINA L. SCHORR TRUST U/T/A DATED JULY 1, 1980, THE ELLIOTT A. SCHORR TRUST U/T/A DATED DECEMBER 31, 1977, THE RAPHAEL A. SCHORR TRUST U/T/A DATED DEC (September 17th, 2010)

THIS RECAPITALIZATION AGREEMENT (this Agreement) is dated as of September 17, 2010, and is being entered into by and among Spirit Airlines, Inc., a Delaware corporation (the Company); POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (POF Spirit); OCM Spirit Holdings, LLC, a Delaware limited liability company (Holdings); OCM Spirit Holdings II, LLC, a Delaware limited liability company (Holdings II); OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (POF II); OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (POF III); OCM Spirit Holdings III, LLC, a Delaware limited liability company (Holdings III); OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (Holdings III-A); Indigo Florida L.P., a Cayman Islands exempt limited partnership, Indigo Miramar LLC, a Delaware limited liability company and Indigo Partners LLC, a Delaware limited liability company (collectively, the Indigo Equityholders); Jacob Sc

TALON International – Contract (August 5th, 2010)
Crown Media Holdings, Inc. – CROWN MEDIA HOLDINGS, INC. MASTER RECAPITALIZATION AGREEMENT by and Among HALLMARK CARDS, INCORPORATED, H C CROWN CORP., HALLMARK ENTERTAINMENT HOLDINGS, INC., CROWN MEDIA HOLDINGS, INC., CROWN MEDIA UNITED STATES, LLC, and THE SUBSIDIARIES OF CROWN MEDIA HOLDINGS, INC. LISTED AS GUARANTORS ON THE CREDIT FACILITY Dated as of February 26, 2010 (March 1st, 2010)

THIS MASTER RECAPITALIZATION AGREEMENT (the "Agreement"), dated as of February 26, 2010, is entered into by and among Hallmark Cards, Incorporated, a Missouri corporation ("Hallmark Cards"), H C Crown Corp., a Delaware corporation ("HCC" and, together with Hallmark Cards, the "HCC Lenders"), Hallmark Entertainment Holdings, Inc., a Delaware corporation ("HEH"), Crown Media Holdings, Inc., a Delaware corporation (the "Company"), Crown Media United States, LLC, a Delaware limited liability company ("CMUS"), and the subsidiaries of the Company listed as Guarantors on the Credit Facility (the "Guarantors," and, together with the Company and CMUS, the "Debtors").

Viasystems Group – Recapitalization Agreement (November 12th, 2009)

THIS RECAPITALIZATION AGREEMENT, dated as of October 6, 2009 (this Agreement), is entered into by and among Viasystems Group, Inc., a Delaware corporation (Group), Hicks, Muse, Tate & Furst Equity Fund III, LP and each of its affiliates that holds shares of stock of Group, as identified on Schedule 1 hereto (collectively, HM Capital), GSC Recovery II, L.P. and each of its affiliates that holds shares of stock of Group, as identified on Schedule 1 hereto (collectively, GSC and together with HM Capital, the Controlling Majority Stockholders), and TCW Shared Opportunities Fund III, L.P. (TCW and together with HM Capital and GSC, the Majority Stockholders).

Merger and Recapitalization Agreement (October 22nd, 2009)

This Agreement made and entered into as of this 19th day of October, 2009 (the "Agreement"), by and among WES Consulting, Inc., a Florida corporation with its principal place of business located at 2745 Bankers Industrial Drive, Doraville, Georgia 30360 ("WES"); the undersigned shareholder of WES which represents a majority of the issued and outstanding common stock of WES (the "WES Shareholder"); Liberator, Inc., a Nevada Corporation, with its registered office at 2745 Bankers Industrial Drive, Doraville, Georgia 30360 ("Liberator") and the undersigned shareholders of Liberator which represents a majority vote of the issued and outstanding equity of Liberator (the "Liberator Shareholders").

Merger and Recapitalization Agreement (October 20th, 2009)

This Agreement made and entered into as of this 19th day of October, 2009 (the "Agreement"), by and among WES Consulting, Inc., a Florida corporation with its principal place of business located at 2745 Bankers Industrial Drive, Doraville, Georgia 30360 ("WES"); the undersigned shareholder of WES which represents a majority of the issued and outstanding common stock of WES (the "WES Shareholder"); Liberator, Inc., a Nevada Corporation, with its registered office at 2745 Bankers Industrial Drive, Doraville, Georgia 30360 ("Liberator") and the undersigned shareholders of Liberator which represents a majority vote of the issued and outstanding equity of Liberator (the "Liberator Shareholders").

Diversey Holdings, Inc. – Investment and Recapitalization Agreement (October 14th, 2009)

THIS STOCKHOLDERS AGREEMENT (this Agreement) is entered as of [], among JOHNSONDIVERSEY HOLDINGS, INC., a Delaware corporation (the Company), COMMERCIAL MARKETS HOLDCO, INC., a Wisconsin corporation (CMH), SNW CO., INC., a Delaware corporation (SNW), CDR JAGUAR INVESTOR COMPANY, LLC (the CD&R Investor) and any Person who becomes a party hereto pursuant to Section 3.1(b) (each of the foregoing, a Stockholder and collectively, the Stockholders).

Form of Recapitalization Agreement (September 16th, 2009)

THIS RECAPITALIZATION AGREEMENT (this Agreement) is made as of September , 2009 by and among Echo Global Logistics, Inc., a Delaware corporation (the Company), and each of the stockholders of the Company executing a counterpart signature page hereto (collectively, the Stockholders).

Rio Holdings, Inc. – RECAPITALIZATION AGREEMENT by and Among ABRY Partners VI, L.P., Grande Investment L.P., Grande Parent LLC, Grande Communications Holdings, Inc., Grande Communications Networks, Inc., and the Other Parties Signatory Hereto Dated as of August 27, 2009 (August 31st, 2009)

This Recapitalization Agreement (this "Agreement"), dated as of August 27, 2009, by and among ABRY Partners VI, L.P., a Delaware limited partnership ("ABRY"), Grande Investment L.P., a Delaware limited partnership ("Ultimate Parent"), Grande Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of Ultimate Parent ("Parent," together with Ultimate Parent, the "Parent Parties" and, together with ABRY and the Ultimate Parent, the "ABRY Parties"), Grande Communications Holdings, Inc., a Delaware corporation ("Grande Holdings"), Grande Communications Networks, Inc., a Delaware corporation and wholly-owned subsidiary of Grande Holdings ("Grande Operating"), and, solely for purposes, of Section 3.2(c), ABRY Partners, LLC, a Delaware limited liability company ("ABRY LLC"). Certain defined terms used in this Agreement have the meanings specified in Article I.

RECAPITALIZATION AGREEMENT Among VELOCITY EXPRESS CORPORATION, CERTAIN OF ITS PREFERRED STOCKHOLDERS and MCG ACQUISITION LLC Dated as of July 31, 2009 (August 4th, 2009)

WHEREAS, Newco is a party to certain Bondholder Sale Agreements, dated as of the date hereof (the Bondholder Sale Agreements), by and between Newco and the holders of at least 2/3rds of the Notes and Warrants (the Notes and Warrants being defined in the aggregate as the Securities) parties thereto (the Bondholders), pursuant to which Newco has agreements to purchase at least 2/3rds of the outstanding Securities and expects to have agreements to purchase all of the outstanding Securities in exchange for an aggregate amount equal to the Securities Purchase Price;