Securityholders Agreement Sample Contracts

Amendment Two to the Uhs Holdco, Inc Securityholders Agreement (August 14th, 2017)

This Amendment Two (this "Amendment"), dated as of August 14, 2017, to the Securityholders Agreement, dated as of May 31, 2007 (as amended by Amendment One on March 26, 2015), by and among UHS Holdco, Inc., a Delaware corporation (the "Company"), (ii) IPC/UHS, L.P., a Delaware limited partnership ("IPC/UHS"), and IPC/UHS Co-Investment Partners, L.P., a Delaware limited partnership ("IPC Co-Investment" and, together with IPC/UHS, "IPC"), Gary D. Blackford, Kathy Blackford and the Other Holders (the "Agreement").

Amendment One to the Uhs Holdco, Inc. Securityholders Agreement (August 14th, 2017)

This is Amendment One (the "Amendment") to the Securityholders Agreement by and among (i) UHS Holdco, Inc., a Delaware corporation (the "Company"), (ii) IPC/UHS, L.P. (f/k/a BSMB/UHS, L.P.), a Delaware limited partnership and IPC/UHS Co-Investment Partners, L.P. (f/k/a BSMB/UHS Co-Investment Partners, L.P.), a Delaware limited partnership, (iii) Gary D. Blackford and Kathy Blackford (collectively, "Blackford") and (iv) the Other Holders, originally effective May 31, 2007 (the "Agreement"). This Amendment is effective as of March 26, 2015. Capitalized terms used in this Amendment have the same meaning ascribed to them in the Agreement, unless otherwise indicated.

Joinder to Securityholders Agreement (May 9th, 2016)

THIS JOINDER (the "Joinder") to the Securityholders Agreement, dated as of May 31, 2007, as amended on March 26, 2015 by and among UHS Holdco, Inc., a Delaware corporation (the "Company") and certain securityholders of the Company (the "Agreement"), is made and entered into as of April 13, 2016 by and between the Company and Thomas Leonard ("Holder"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement. This Joinder shall be effective as of the first date upon which the Holder is issued shares of the Company's common stock, par value $0.01 per share ("Holder Shares") in settlement of the RSUs (defined below) (the "Effective Date").

Civitas Solutions, Inc. – Amendment to Amended and Restated Securityholders Agreement (September 17th, 2015)

THIS AMENDMENT TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Amendment) is made as of [ ], 2015. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Securityholders Agreement (as amended or modified from time to time in accordance with its terms, the Securityholders Agreement), dated as of September 16, 2014, by and among of NMH Investment, LLC, a Delaware limited liability company (the Company), Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership, Vestar/NMH Investors, LLC, a Delaware limited liability company, the parties identified as Employees on the signature pages thereto and the other parties signatory thereto.

Press Ganey Holdings, Inc. – Second Amended and Restated Securityholders Agreement Dated as of November 9, 2012 by and Among Pg Holdco, Llc and the Other Parties Hereto (April 6th, 2015)

This Second Amended and Restated Securityholders Agreement (this Agreement) is entered into as of November 9, 2012 by and among (i) PG Holdco, LLC, a Delaware limited liability company (the Company), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (VCP), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (VCPA), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (VH), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (VE), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (Vestar/PGA Investors and, together with VCP, VCPA, VH and VE, Vestar), (vii) parties to this Agreement who are identified as Co-Investors on the signature page hereto (each, a Co-Investor and, collectively, the Co-Investors), (viii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an Employee and, collectively, the Employees), and (i

Atento S.A. – Subscription and Securityholders Agreement (July 1st, 2014)

THIS SUBSCRIPTION AND SECURITYHOLDERS AGREEMENT (this Agreement) is made as of 4 December 2012, by and among BC Luxco Topco, a societe en commandite par actions organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (the Company), BC Luxco, a societe a responsabilite limitee organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B-172209 (the Lux Sarl) and each of the Investors. The Lux Sarl, the Company and the Investors are the Parties and each a Party to this Agreement.

Atento S.A. – Subscription and Securityholders Agreement (July 1st, 2014)

THIS SUBSCRIPTION AND SECURITYHOLDERS AGREEMENT (this Agreement) is made as of 4 December 2012, by and among BC Luxco Topco, a societe en commandite par actions organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (the Company), BC Luxco, a societe a responsabilite limitee organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B-172209 (the Lux Sarl) and each of the Investors. The Lux Sarl, the Company and the Investors are the Parties and each a Party to this Agreement.

Uwharrie Capital Corp – Page Section 5.5 Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. 19 Section 5.6 Undertaking to Pay Costs. 19 ARTICLE VI SUBORDINATION OF DEBT SECURITIES 19 Section 6.1 Agreement to Subordinate. 19 Section 6.2 Default on Senior Indebtedness. 20 Section 6.3 Liquidation; Dissolution; Bankruptcy. 20 Section 6.4 Subrogation. 21 Section 6.5 Subordination May Not Be Impaired. 22 ARTICLE VII CONCERNING THE SECURITYHOLDERS 23 Section 7.1 Action by Securityholders. 23 Section 7.2 Proof of Execution by Securityholders. 23 Section 7.3 Who Are Deemed Absolute Owners. 24 Sect (May 6th, 2014)

THIS SECURITYHOLDERS AGREEMENT (the Securityholders Agreement), dated as of March 31, 2014 between Uwharrie Capital Corp, a bank holding company incorporated in North Carolina (hereinafter sometimes called the Company), and the Securityholders made a party hereto.

AP Gaming Holdco, Inc. – SECURITYHOLDERS AGREEMENT by and Among APOLLO GAMING HOLDINGS, L.P., AP GAMING HOLDCO, INC. And the Other HOLDERS That Are Parties Hereto DATED AS OF April 28, 2014 (May 5th, 2014)

This SECURITYHOLDERS AGREEMENT dated as of April 28, 2014 (this Agreement), by and among APOLLO GAMING HOLDINGS, L.P., a Delaware limited partnership (the Partnership), AP Gaming VoteCo, LLC, a Delaware limited liability company (VoteCo), and each other HOLDER that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (with the Partnership and VoteCo, the Holders), and AP GAMING HOLDCO, INC., a Delaware corporation (the Company).

Platform Specialty Products Corp – To: THE UNDERSIGNED FUNDS MANAGED BY PERSHING SQUARE CAPITAL MANAGEMENT, L.P. Re: Affiliate Securityholders Agreement (January 2nd, 2014)

Each Holder of Ordinary Shares of no par value of PAHL (the Shares) and Platform Acquisition Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (PAHL) have agreed to the following terms, conditions and provisions of this Holder Securityholders Agreement (this Agreement). Holder shall refer to each undersigned holder of Shares and any transferee of such Holder that is an affiliate of the Holder at the time of the transfer, or is an affiliate of, or fund managed by, Pershing Square Capital Management, L.P.; provided that such transferee executes a customary joinder to this Securityholders Agreement. Holders shall refer collectively to the Holders.

Trinseo S.A. – Amended and Restated Executive Subscription and Securityholders Agreement (September 30th, 2013)

THIS AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDERS AGREEMENT (this Agreement) is made as of 3rd February 2011, by and among Bain Capital Everest Manager Holding S.C.A., a societe en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the Company), Bain Capital Everest Manager, a societe a responsabilite limitee organized under the laws of the Grand Duchy of Luxembourg (the Commandite), Christopher D Pappas (the Executive) and each of the Bain Investors set forth in the Schedule of Bain Investors.

Trinseo S.A. – Amended and Restated Executive Subscription and Securityholders Agreement (September 30th, 2013)

THIS AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDERS AGREEMENT (this Agreement) is made as of February 2011, by and among Bain Capital Everest Manager Holding S.C.A., a societe en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the Company), Bain Capital Everest Manager, a societe a responsabilite limitee organized under the laws of the Grand Duchy of Luxembourg (the Commandite), [] (the Executive) and each of the Bain Investors set forth in the Schedule of Bain Investors.

Amendment No. 1 to Amended and Restated Investor Securityholders Agreement (August 2nd, 2013)

THIS AMENDMENT NO. 1 (this "Amendment") to the Amended and Restated Investor Securityholders Agreement, dated as of January 5, 2011, (the "Securityholders Agreement"), by and among Realogy Holdings Corp., a Delaware corporation (the "Company"), Realogy Group LLC, a Delaware limited liability company ("Realogy"), Paulson & Co. Inc., a Delaware corporation, on behalf of the several investment funds and accounts managed by it ("Paulson"), and the Apollo Holders, is made and entered into as of this 4th day of June, 2013. Capitalized terms used herein and not defined shall have the meanings specified in the Securityholders Agreement.

SECURITYHOLDERS AGREEMENT Dated January 6, 2006 Among TRANSPORT INVESTORS, LLC AND THE OTHER PARTIES HERETO (August 2nd, 2013)

THIS SECURITYHOLDERS AGREEMENT (this Agreement) is entered into as of January 6, 2006 and shall be effective as of the Closing Date (as defined in Section 6.1) by and among (i) Transport Investors, LLC, a Delaware limited liability company (the Company), (ii) Marathon Fund Limited Partnership V, a Delaware limited partnership (Marathon), (iii) the initial parties to this Agreement who are identified as Employees on the signature pages hereto (each, an Employee, collectively, the Employees), and (iv) each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (which holder (unless such holder is an employee of the Company or its Affiliates in which case such holder, after executing a separate agreement to be bound by the terms hereof, shall be treated as a holder of Employee Securities hereunder) shall be treated for purposes of this Agreement as a holder of Marathon Securities). (Marathon, the Employees and each other Person that is or m

First Amendment to Securityholders Agreement of Transport Investors, Llc (August 2nd, 2013)

This FIRST AMENDMENT (this Amendment) to the Securityholders Agreement (the Securityholders Agreement) of Transport Investors, LLC, a Delaware limited liability company (the Company) (capitalized terms used in this Amendment and not otherwise defined herein have the meanings given them in the Securityholders Agreement) is made effective as of January 23, 2007.

Pinnacle Foods Inc. Common Sto – Termination Agreement (April 3rd, 2013)

This TERMINATION AGREEMENT (this Agreement) is entered into as of April 3, 2013 (and effective as set forth in Section 7 of this Agreement), by and among Peak Holdings LLC, a Delaware limited liability company (Holdings), Pinnacle Foods Inc. (f/k/a Crunch Holding Corp.), a Delaware corporation (the Corporation), and the employees listed on the signature pages hereto (collectively, the Employees).

NB Acquisition, LLC – Securityholders Agreement (August 22nd, 2012)

THIS SECURITYHOLDERS AGREEMENT (this Agreement), dated as of February 17, 2011, is made and entered into by and among REVEL AC, INC., a Delaware corporation (together with its permitted transferees, the Company), Revel Group, LLC, a Delaware limited liability company (together with members of the Companys management and other permitted transferees, the Management Stockholder), and the holders (collectively, the Holders) of Warrants (as defined below) and Warrant Shares (as defined below) from time to time (the Holders, together with the Management Stockholder, the Securityholders). Certain capitalized terms used herein have the respective meanings set forth in Section XIX.A. hereof.

Trammell Crow Co – Waiver to Securityholders Agreement (December 29th, 2011)

The parties identified on the signature page hereto have executed this waiver, dated as of November 21, 2011 (this Waiver), to that certain Securityholders Agreement, by and among (i) CBRE Services, Inc., a Delaware corporation formerly known as CB Richard Ellis Services, Inc. (CBRE), and CBRE Group, Inc., a Delaware corporation formerly known as CBRE Holding, Inc. and, subsequently, CB Richard Ellis Group, Inc. (the Company), (ii) Blum Strategic Partners, L.P., a Delaware limited partnership formerly known as RCBA Strategic Partners, L.P., Blum Strategic Partners II, L.P., a Delaware limited partnership, and Blum Strategic Partners II GmbH & Co. KG, a German limited partnership, (iii) Frederic V. Malek, (iv) Raymond E. Wirta and (v) W. Brett White, dated as of July 20, 2001, as amended by the Amendment and Waiver dated as of April 14, 2004, the Second Amendment and Waiver dated as of November 24, 2004, the Third Amendment and Waiver dated as of August 1, 2005 and the Waiver, dated as

Diamond Resorts Corp – Fourth Amended and Restated Securityholders Agreement (July 26th, 2011)

This FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT is dated as of July 21, 2011 by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company), Cloobeck Diamond Parent, LLC, a Nevada limited liability company, (CDP), 1818 Partners, LLC, a Nevada limited liability company (1818 Partners), DRP Holdco, LLC, a Delaware limited liability company (Guggenheim), the Silver Rock Entities (as defined below) and The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each, a Wellington Purchaser and collectively, the Wellington Purchasers).

Skullcandy Inc. – Amendment to Security Holders Agreement (July 6th, 2011)

THIS AMENDMENT TO SECURITY HOLDERS AGREEMENT (this Amendment) is executed as of July 6, 2011, by and among Skullcandy, Inc., a Delaware corporation (the Company), and the investors listed on the signature pages hereto (each of which is referred to herein as Investor, and all of which are referred to collectively herein as Investors).

Trinseo S.A. – Amended and Restated Executive Subscription and Securityholders Agreement (June 27th, 2011)

THIS AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDERS AGREEMENT (this Agreement) is made as of February 2011, by and among Bain Capital Everest Manager Holding S.C.A., a societe en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the Company), Bain Capital Everest Manager, a societe a responsabilite limitee organized under the laws of the Grand Duchy of Luxembourg (the Commandite), [] (the Executive) and each of the Bain Investors set forth in the Schedule of Bain Investors.

Trinseo S.A. – Amended and Restated Executive Subscription and Securityholders Agreement (June 27th, 2011)

THIS AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDERS AGREEMENT (this Agreement) is made as of 3rd February 2011, by and among Bain Capital Everest Manager Holding S.C.A., a societe en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the Company), Bain Capital Everest Manager, a societe a responsabilite limitee organized under the laws of the Grand Duchy of Luxembourg (the Commandite), Christopher D Pappas (the Executive) and each of the Bain Investors set forth in the Schedule of Bain Investors.

AKGI-St. Maarten N.V. – Third Amended and Restated Securityholders Agreement (May 2nd, 2011)

This THIRD AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT is dated as of February 18, 2011 by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company), Soros Strategic Partners LP, a Delaware limited partnership (Soros), DRP Holdco, LLC, a Delaware limited liability company (Guggenheim), each person identified as a New Purchaser on the signature pages hereto (each, a New Purchaser, and collectively, the New Purchasers) and Cloobeck Diamond Parent, LLC, a Nevada limited liability company (CDP).

INVESTOR SECURITYHOLDERS AGREEMENT by and Among DOMUS HOLDINGS CORP., REALOGY CORPORATION, and the SECURITYHOLDERS That Are Parties Hereto DATED AS OF JANUARY 5, 2011 (March 4th, 2011)

INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011 (this Agreement), by and among Domus Holdings Corp., a Delaware corporation (the Company), Realogy Corporation, a Delaware corporation (Realogy), the Apollo Holders (as such term is hereinafter defined) and the eligible holders of Existing Notes (as such term is hereinafter defined) identified on the signature pages hereto (each a Holder).

AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT by and Among DOMUS HOLDINGS CORP., REALOGY CORPORATION, AVENUE CAPITAL MANAGEMENT II, L.P., and the SECURITYHOLDERS That Are Parties Hereto DATED AS OF JANUARY 5, 2011 (March 4th, 2011)

AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011 (this Agreement), by and among Domus Holdings Corp., a Delaware corporation (the Company), Realogy Corporation, a Delaware corporation (Realogy), Avenue Capital Management II, L.P., a Delaware limited partnership (together with its affiliated funds, (Avenue)), and the Apollo Holders (as such term is hereinafter defined).

INVESTOR SECURITYHOLDERS AGREEMENT by and Among DOMUS HOLDINGS CORP., REALOGY CORPORATION, and the SECURITYHOLDERS That Are Parties Hereto DATED AS OF JANUARY 5, 2011 (March 4th, 2011)

INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011 (this Agreement), by and among Domus Holdings Corp., a Delaware corporation (the Company), Realogy Corporation, a Delaware corporation (Realogy), the Apollo Holders (as such term is hereinafter defined) and the eligible holders of Existing Notes (as such term is hereinafter defined) identified on the signature pages hereto (each a Holder).

AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT by and Among DOMUS HOLDINGS CORP., REALOGY CORPORATION, PAULSON & CO. INC., and the SECURITYHOLDERS That Are Parties Hereto DATED AS OF JANUARY 5, 2011 (March 4th, 2011)

AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011 (this Agreement), by and among Domus Holdings Corp., a Delaware corporation (the Company), Realogy Corporation, a Delaware corporation (Realogy), Paulson & Co. Inc., a Delaware corporation, on behalf of the several investment funds and accounts managed by it (Paulson), and the Apollo Holders (as such term is hereinafter defined).

Optimizerx – Securityholders' Agreement (October 6th, 2010)

This Securityholders' Agreement (this "Agreement") is made and entered into as of October 5, 2010, by and among Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands ("Vicis"), Physicians Interactive Inc., a Delaware corporation ("PI"), and OptimizeRx Corporation, a Nevada corporation (the "Company").

Wright Medical Group N.V. – Amendment No. 1 to Securityholders Agreement (September 14th, 2010)

THIS AMENDMENT NO. 1 TO THE SECURITYHOLDERS AGREEMENT (this Amendment), dated as of August 27, 2010, amends the Securityholders Agreement (the Original Agreement), dated as of July 18, 2006, by and among the institutional investors set forth on Schedule I thereto, KCH Stockholm AB, Mr. Alain Tornier (the Founder), TMG Holdings Cooperatief U.A. (TMG), TMG B.V. (the predecessor entity to Tornier B.V., the Company) and the other Persons that have executed joinder agreements to become party thereto.

Wright Medical Group N.V. – TMG B.V. SECURITYHOLDERS AGREEMENT Dated as of July 18, 2006 (September 14th, 2010)

This SECURITYHOLDERS AGREEMENT (this Agreement) is dated as of July 18, 2006 and is entered into by and among the institutional investor(s) whose name(s) and address(es) are set forth from time to time on Schedule I hereto (the Institutional Investors), KCH Stockholm AB, a company organized under the laws of Sweden, having its registered office at Hamilton Advokatbyra, Kungsgatan 2 A, Box 606, SE-651 13 Karlstad (the Co-Investor), Mr. Alain Tornier, born on August 24, 1946 in Grenoble (38000) - France, of French citizenship, residing at 299, chemin de Buttit, 38330 Saint-Ismier, France (the Founder), Warburg Pincus (Bermuda) Private Equity IX, L.P. (Warburg Pincus) and TMG B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, with corporate seat in Amsterdam and having its registered office at Fred. Roeskestraat 123 1 HG, 1076EE Amsterdam, The Netherlands (the Company). Hereinafter, the Insti

Smart Technologies Inc. Securityholders Agreement June , 2010 (June 28th, 2010)

THIS SECURITYHOLDERS AGREEMENT is made as of the day of June, 2010 among SMART TECHNOLOGIES INC., an Alberta corporation (SMART or the Company), IFF HOLDINGS INC., an Alberta corporation (Founder), INTEL CORPORATION, a Delaware corporation (Intel) and SCHOOL S.A R.L., a Luxembourg body corporate (Apax).

Noranda Aluminum Holding Corp. – AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and Among NORANDA ALUMINUM HOLDING CORPORATION and the Other HOLDERS That Are Parties Hereto DATED AS OF MAY 19, 2010 (May 19th, 2010)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of May 19, 2010 (this Agreement), by and among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the Company), and the HOLDERS that are parties hereto (the Holders, and together with the Company, the Parties), amends and restates that certain Amended and Restated Securityholders Agreement, dated as of October 23, 2007 (the Old Agreement), by and among the Parties.

Noranda Aluminum Holding Corp. – AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and Among NORANDA ALUMINUM HOLDING CORPORATION and the Other HOLDERS That Are Parties Hereto DATED AS OF [], 2010 (April 26th, 2010)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of [], 2010 (this Agreement), by and among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the Company), and the HOLDERS that are parties hereto (the Holders, and together with the Company, the Parties), amends and restates that certain Amended and Restated Securityholders Agreement, dated as of October 23, 2007 (the Old Agreement), by and among the Parties.

Douglas Dynamics – Douglas Dynamics, Inc. Amended and Restated 2004 Stock Incentive Plan Second Amended and Restated Management Non-Qualified Option Agreement (April 20th, 2010)

This Second Amended and Restated Non-Qualified Stock Option Agreement (Agreement) is made and entered into as of , 2010 by and between Douglas Dynamics, Inc., a Delaware corporation (the Company), and the person named below as Optionee.

NuCO2 – SECURITYHOLDERS AGREEMENT AMONG NuCO2 PARENT INC. AND CERTAIN OF ITS STOCKHOLDERS AND OPTIONHOLDERS May 28, 2008 (April 19th, 2010)

This Securityholders Agreement (the Agreement) is made and entered into as of May 28, 2008, by and among (a) NuCO2 Parent Inc., a Delaware corporation (together with its permitted successors, the Company), (b) each of the stockholders and optionholders of the Company whose names and addresses are listed on Exhibit A hereto, as the same may be supplemented or amended from time to time (collectively, the Class A Securityholders, which term shall include any Permitted Transferees thereof), and (c) each of the stockholders of the Company whose names and addresses are listed on Exhibit B hereto, as the same may be supplemented or amended from time to time (collectively, the Class B Securityholders, which term shall include any Permitted Transferees thereof). The Class A Securityholders and the Class B Securityholders are referred to herein collectively as the Securityholders.