EXECUTION VERSION STOCKHOLDERS AGREEMENT

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Exhibit 4.8

EXECUTION VERSION

STOCKHOLDERS AGREEMENT

        STOCKHOLDERS AGREEMENT, dated as of July 29, 2004, by and among Rockwood Holdings, Inc. (the " Company "), KKR 1996 Fund, L.P. (" 1996 Fund "), KKR Partners II, L.P. (" KKR II "), KKR Millennium Fund, L.P. (" KKR Millennium "), KKR Partners III, L.P. (" KKR III "), KKR European Fund, Limited Partnership (" KKR European " and together with 1996 Fund, KKR II, KKR Millennium and KKR III, the " KKR Entities ") and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the " DLJ Entities "). Each of the KKR Entities and the DLJ Entities are referred to individually as a " Stockholder " and, collectively, as the " Stockholders ".

        WHEREAS, 1996 Fund and KKR II own an aggregate of 564,000 Common Shares (as defined below); KKR Millennium owns (i) a warrant (the " KKR Warrant ") to purchase an additional 28,000 Common Shares pursuant to a warrant agreement between KKR Millennium and the Company dated July 23, 2003 and (ii) 25,000 shares of series A participating preferred stock, par value $0.01 per share, of the Company (the " Preferred Shares ");

        WHEREAS, pursuant to a sale and purchase agreement by and among mg techologies ag, MG North America Holdings Inc. and certain subsidiaries of the Company (the " Purchasers ") dated as of April 19, 2004 (the " Purchase Agreement "), the Purchasers agreed to purchase the DN Business (as defined in the Purchase Agreement);

        WHEREAS, the DLJ Entities, KKR Millennium, KKR III and KKR European are entering into a subscription agreement with the Company dated as of the date hereof (the " Subscription Agreement ") pursuant to which each such Stockholder has agreed to purchase Common Shares and, in the case of the DLJ Entities, warrants to purchase additional Common Shares (the " DLJ Warrants "), subject to the terms and conditions of such Subscription Agreement; and

        WHEREAS, the Company and each of the Stockholders desire to make certain arrangements among themselves with respect to the matters set forth herein;

        NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

        Section 1.1.     Definitions     (a) As used in this Agreement, the following capitalized terms shall have the following meanings:

        Advisory Fees:     The management and advisory fees payable under the Management Services Agreement.

        Affiliate:     When used with respect to a specified Person, another Person that either directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the Person specified; provided, however , that an Affiliate of the Stockholders shall not in any event include the limited partners or members of any Stockholder.

        Board of Directors:     The board of directors of the Company.

        Business Day:     A day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close

        Closing:     As defined in the Purchase Agreement.

        Common Shares:     The shares of common stock, $0.01 par value per share, of the Company; provided , that the underlying Common Shares issuable upon the exercise of all DLJ Warrants shall be included for purposes of any calculation herein with respect to the number of Common Shares.

        Control:     The possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

        Distribution-in-Kind:     A transfer made as part of a distribution by a Stockholder to its general or limited partners or members pursuant to its governing partnership agreement or limited liability company agreement.

        DLJ Entities:     As defined in the recitals.

        DLJ Group:     The DLJ Entities and their respective Affiliates that are Permitted Transferees, in each case only if such Person then holds any Common Shares.

        Exchange Act:     The U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

        Excluded Securities:     As defined in Section 6.2 herein.

        Initial Public Offering:     The first offering of the Company's Common Shares pursuant to a registration statement filed in accordance with the Securities Act.

        In Registration:     The period beginning at the time the Company files a registration statement under the Securities Act until the end of the period during which dealers must deliver a prospectus (other than in connection with a registration on Form S-8 or any securities registered on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act).

        KKR Entities:     As defined in the recitals.

        KKR Group:     The KKR Entities and their respective Affiliates that are Permitted Transferees, in each case only if such Person then holds any Common Shares.

        Management Services Agreement:     The management services agreement dated as of the date hereof, by and among the Company, Kohlberg Kravis Roberts & Co. L.P. and DLJ Merchant Banking III, Inc.

        Material New Business:     A business (other than any business related to the manufacturing and selling of specialty chemicals or materials) that, had it been part of the Rockwood Entities during the preceding fiscal year, would have generated 15% or more of the EBITDA of the Rockwood Entities or that would have reduced EBITDA of the Rockwood Entities by 15% or more, in each case, on a pro forma basis for such preceding fiscal year. For purposes of the foregoing, "EBITDA" shall have the meaning given thereto in the credit agreement dated as of the date hereof by and among Rockwood Specialties Group, Inc., certain of its subsidiaries and the lenders named therein.

        Person:     Any individual, partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

        PIK Notes:     The Rockwood Specialties International, Inc. senior discount notes due August 15, 2011.

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        Public Float:     On any date of determination, the number of Common Shares outstanding other than Common Shares owned by the Stockholders, executive officers or directors of the Company.

        Qualified Public Offering:     Any public offering of Common Shares, whether a primary offering by the Company or a secondary offering by its common stockholders, pursuant to an effective registration statement filed under the Securities Act, following which the Public Float will be in excess of 25% of the outstanding Common Shares.

        Registered Sale:     A sale of Common Shares effected pursuant to an effective registration statement under the Securities Act in accordance with the Registration Rights Agreement.

        Rockwood Entities:     The Company and its subsidiaries.

        Rule 144 Sale:     A sale of Common Shares pursuant to Rule 144 promulgated under the Securities Act.

        SEC:     The U.S. Securities and Exchange Commission or its successor.

        Securities Act:     The U.S. Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder.

        Stockholder Group:     The DLJ Group or the KKR Group, as the case may be.

        Stockholder Designees:     The DLJ Designees and the KKR Designees.

        Subsidiary:     An entity in respect of which another entity owns, directly or indirectly, at least a majority of the securities entitled to vote for the election of directors or the members of a similar governing body.

        Transaction Fee:     The transaction fee payable pursuant to the Management Services Agreement.

        (b)   When used in this Agreement, the term "including" shall be deemed to mean "including, without limitation". The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

ARTICLE II

CORPORATE GOVERNANCE

        Section 2.1.     Board of Directors Representation.     (a) The Board of Directors shall initially be comprised of eight directors of whom:

(i)

five shall be designated by the KKR Group (the " KKR Designees "), with each of KKR 1996, KKR Millennium and KKR European having the right to separately designate not less than one such director;

(ii)

two shall be designated by the DLJ Group (the " DLJ Designees ") for so long as the DLJ Group owns at least 10% of the outstanding Common Shares (subject to Section 2.5); and

(iii)

one director shall be the Chief Executive Officer of the Company in office from time to time (the " CEO Designee ").

        (b)   Each DLJ Designee shall be an employee, director or officer of DLJ Merchant Banking III, Inc. or its Affiliates or a consultant to DLJ Merchant Banking III, Inc. or its Affiliates who is not a

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consultant to any other financial sponsor and who spends substantially all of his or her time consulting for DLJ Merchant Banking III, Inc. and its Affiliates (Susan Schnabel and Alex Morey to serve as the initial DLJ Designees). The DLJ Group shall not designate any other DLJ Designee without the prior written approval of such designee by the KKR Group, which approval shall not be unreasonably withheld. Subject to Section 2.5, at such time as the DLJ Group shall cease to own at least 10% of the outstanding Common Shares the DLJ Group shall cease to have the right to designate any directors to the Board of Directors or the board of directors of any Subsidiary of the Company and the DLJ Group shall promptly cause all DLJ Designees to resign from the Board of Directors, all committees thereof and the boards of directors of all subsidiaries of the Company and all committees thereof. Upon any such resignation, the directors remaining in office shall either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the directors remaining in office.

        (c)   The CEO Designee shall serve as the chairman of the Board of Directors.

        (d)   Each Stockholder agrees to vote, or act by written consent with respect to, any Common Shares owned by it, at each annual or special meeting of stockholders of the Company at which directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, and the Company shall take all actions as are necessary, to cause the Board of Directors to be comprised of the number and type of directors specified in Section 2.1(a). Notwithstanding the foregoing or anything to the contrary in this Agreement, in conjunction with an Initial Public Offering and effective as of the consummation thereof, the Stockholders and the Company shall take all action necessary to reconstitute the size and composition of the Board of Directors in accordance with the recommendation of the Board of Directors subject to compliance with applicable law and the listing rules of the applicable securities exchange; provided, however , that in the case of any such reconstitution of the Board of Directors, the DLJ Group shall be entitled to appoint one DLJ Designee to the Board of Directors for so long as the DLJ Group owns at least 10% of the outstanding Common Shares (after giving effect to the Initial Public Offering).

        (e)   If any member of a Stockholder Group entitled to designate directors hereunder requests in writing that any of its designees be removed as a director, the other members of such Stockholder Group and the other Stockholder Group shall vote, or act by written consent with respect to, all Common Shares owned by such other members and such other Stockholder Group and otherwise take or cause to be taken all actions necessary to remove such director designated by such member of a Stockholder Group. Unless a member of a Stockholder Group shall otherwise request in writing, neither the Company nor the other members of such Stockholder Group nor the other Stockholder Group shall take any action to cause the removal of any directors designated by such member of a Stockholder Group. In the event that a vacancy is created at any time by the death, disability, retirement, resignation (other than pursuant to the last sentence of Section 2.1(b)) or removal (with or without cause) of any director designated by a member of a Stockholder Group, so long as such member and such Stockholder Group have the right to designate a replacement designee at such time, the Company and the other members of such Stockholder Group and the other Stockholders Group shall take all action necessary to cause the vacancy created thereby to be filled by the replacement designated by such member of a Stockholder Group.

        (f)    In the event that the KKR Group shall have a designee serving on the board of directors of any direct or indirect Subsidiary of the Company, if and for so long as the DLJ Group has the right to designate a director to the Board of Directors pursuant to this Section 2.1, the DLJ Group shall have the right to designate one of the DLJ Designees to such board of directors.

        (g)   In the event the DLJ Group is not entitled to designate any directors to the Board of Directors pursuant to this Section 2.1, the DLJ Group shall be entitled to designate an employee, director or officer of DLJ Merchant Banking III, Inc. or its Affiliates to serve as a nonvoting observer

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to the Board of Directors and any committee of the Board of Directors (an " Observer ") at any time that the DLJ Group owns at least 1% of the outstanding Common Shares. The DLJ Group shall not designate an Observer without the prior written approval of such designee by the KKR Group, which approval shall not be unreasonably withheld. The Observer shall be permitted to attend all meetings of the Board of Directors and the committees thereof. The Company shall provide the Observer, in the same manner as provided to directors, notice of such meetings and copies of all materials, financial or otherwise, which the Company provides to its directors; provided, however , that the Company may exclude the Observer from access to any materials or from any meeting, or any portion of the foregoing, if the Company reasonably believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential or proprietary information or for other similar reasons. DLJ's rights under this Section 2.1(g) shall terminate upon the consummation of an Initial Public Offering.

        (h)   The Company shall reimburse each Stockholder Designee and each Observer for their reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board of Directors, the board of directors of any Subsidiary of the Company or the respective committees thereof.

        Section 2.2.     Committees.     To the extent that the DLJ Group has the right to designate directors to the Board of Directors pursuant to Section 2.1, the Company shall cause the compensation committee, audit committee and any other committee of the Board of Directors or the board of directors of any direct or indirect Subsidiary of the Company on which there is a KKR Designee, to include one DLJ Designee.

        Section 2.3.     Board of Directors Procedures.     The Board of Directors shall follow the following procedures:

        (a)     Notice.     The Company shall give prior notice to each director and Observer of any meeting of the Board of Directors at least five Business Days prior to such meeting.

        (b)     Voting.     For all actions requiring approval of the Board of Directors, the affirmative vote of a majority of the directors present at a meeting of the Board of Directors will be required.

        (c)     Quorum.     If and for so long as the DLJ Group has the right to designate a director to the Board of Directors pursuant to Section 2.1, the presence of at least one KKR Designee and one DLJ Designee will be required for a quorum of a Board of Directors meeting; provided, however , that if a quorum is not obtained because no DLJ Designee is present, such meeting may be adjourned and reconvened on an expedited basis (but no sooner than two Business Days after the date of adjournment and following notice being given to the DLJ Group of such reconvened meeting).

        Section 2.4     Consent Rights.     In addition to any vote or consent of the Board of Directors or the stockholders of the Company required by law or the Company's certificate of incorporation, subject to Section 2.5, if and for so long as the DLJ Group owns at least 10% of the outstanding Common Shares and there has not occurred an Initial Public Offering, the Company shall not take any of the following actions without the consent of the DLJ Group:

        (a)   make any amendment to the organizational documents of any of the Rockwood Entities that would adversely affect the DLJ Group in any non-de minimis respect, or any change in the tax structure of the Rockwood Entities that would adversely affect the DLJ Group in any non-de minimis respect (unless, in each case, such change materially adversely affects all stockholders of the Company (other than directors, officers or other employees of the Rockwood Entities) and the Board of Directors determines in good faith that such change is in the best interests of the Rockwood Entities);

        (b)   enter into any Material New Business;

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        (c)   voluntarily initiate any bankruptcy, dissolution or winding up or any analogous proceeding in any jurisdiction with respect to any of the Rockwood Entities;

        (d)   enter into any transaction between any Rockwood Entity, on the one hand, and any member of the KKR Group or any Affiliate thereof or any general partner of a member of the KKR Group, on the other hand, excluding (i) any transaction on arm's length terms and in the ordinary course of business, (ii) any existing agreements, instruments or securities (including the Management Services Agreement, Warrant, Preferred Shares and PIK Notes) or the exercise of any and all rights thereunder, (iii) payment of the Transaction Fee and the Advisory Fees, and (iv) payment of customary directors fees and expenses;

        (e)   issue any Common Shares or shares convertible into Common Shares or options, warrants or rights to acquire Common Shares, in each case in connection with the incurrence of indebtedness which, together with any other such issuance in connection with the incurrence of indebtedness within the preceding 12 months, comprise in excess of 10% of the Common Shares (after giving effect to the proposed issuance and assuming the conversion or exercise of all outstanding securities, options, warrants or rights to acquire Common Shares, whether or not then convertible or exercisable);

        (f)    any change to the material economic terms of the Management Services Agreement, the KKR Warrant, the Preferred Shares or PIK Notes that would make such instruments less favorable to the Rockwood Entities or to the other holders of securities in the Company in any respect;

        (g)   except as permitted by Section 2.1(d), for so long as the DLJ Group owns at least 10% of the outstanding Common Shares, make any alteration to the size of the Board of Directors if such alteration reduces the DLJ Group's proportional representation on the Board of Directors; and

        (h)   obligate or otherwise commit to do any of the foregoing.

        Section 2.5.     DLJ Group Director Designation and Consent Rights.     Subject to the second sentence of Section 2.1(d), in the event that, solely as a result of the issuance of Excluded Securities described in Section 6.2(c), the DLJ Group's ownership interest in the outstanding Common Shares is reduced from the percentage of outstanding Common Shares owned by the DLJ Group immediately following the closing of the transactions under the Subscription Agreement to less than 10% of the outstanding Common Shares, if and for so long as the DLJ Group owns (i) not less than 5% of the outstanding Common Shares and (ii) not less than 75% of the Common Shares held by the DLJ Group immediately following the Closing, (x) the DLJ Group shall have the right to designate one DLJ Designee to the Board of Directors and (y) until the consummation of an Initial Public Offering, the Company shall not take any of the actions described in Section 2.4 without the consent of the DLJ Group.

ARTICLE III

TRANSFERS

        Section 3.1.     Transfer Restrictions.     (a) Prior to the fifth anniversary of the Closing Date, no member of the DLJ Group shall, directly or indirectly, offer, transfer, sell, assign, pledge or otherwise dispose of any economic, voting or other rights in or to (any such act being referred to herein as a " transfer ") any Common Shares except in compliance with Sections 3.4 and 3.5, and (w) transfers in compliance with Section 4.2 (provided, that any transfer as the Selling Stockholder under Section 4.2 shall be approved by the KKR Group) (x) a Permitted Transfer (as defined below), (y) transfers made pursuant to a Registered Sale, or (z) transfers made pursuant to Section 4.3.

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        (b)   Following the fifth anniversary of the Closing Date but prior to the consummation of an Initial Public Offering, any member of the DLJ Group may transfer all or a portion of its Common Shares subject to compliance with Sections 3.3, 3.4, 3.5, 4.1, 4.2 and 4.3, as applicable.

        (c)   Following the fifth anniversary of the Closing Date and the consummation of any Initial Public Offering, any member of the DLJ Group may transfer all or a portion of its Common Shares subject to compliance with Sections 3.3, 3.4, 3.5, 4.2 and 4.3, as applicable.

        (d)   Notwithstanding anything to the contrary in this Section 3.1, following the consummation of any Qualified Public Offering, any member of the DLJ Group may transfer all or a portion of its Common Shares subject to compliance with Sections 3.3, 3.5 and 4.3, as applicable.

        (e)   A member of the KKR Group may transfer all or a portion of its Common Shares at any time subject to compliance with Sections 3.3 and 3.5 (y) in a Permitted Transfer or (z) subject to compliance with Section 4.2 hereof, in any other transfer.

        Section 3.2.     Permitted Transfers.     Notwithstanding any other provision of this Agreement, a member of a Stockholder Group may: (i) transfer Common Shares to an Affiliate of such Stockholder or (ii) subject to Section 3.3, make a Distribution-in-Kind (each of the foregoing, a " Permitted Transfer " and each of the transferees in a Permitted Transfer, a " Permitted Transferee "). To the extent a Permitted Transferee described in clause (i) above is not an individual or an estate, and a Person (which is not a member of the applicable Stockholder Group or a Permitted Transferee of such Permitted Transferee) acquires Control of such Permitted Transferee, (x) such acquisition of Control shall be deemed to be a transfer of the Common Shares held by such Permitted Transferee subject to the restrictions on transfer contained in this Agreement and (y) to the extent such Permitted Transferee then holds assets in addition to Common Shares, the determination of the purchase price deemed to have been paid for the Common Shares held by such Permitted Transferee in such deemed transfer for purposes of the provisions of this Agreement shall be made by the Board of Directors in good faith.

        Section 3.3.     Restrictions on Distributions-in-Kind.     No Stockholder shall make a Distribution-in-Kind:

        (a)   until the later of (x) the expiration of any underwriter-imposed "lock-up" period following the first secondary offering pursuant to an effective registration statement filed under the Securities Act after consummation of an Initial Public Offering, (y) the date that is 12 months following the consummation of an Initial Public Offering, and (z) the date that is the second anniversary of the Closing Date;

        (b)   if such Stockholder Group owns 15% or more of the number of Common Shares constituting the Public Float;

        (c)   if the Common Shares proposed to be transferred pursuant to a Distribution-in-Kind would represent more than 10% of the number of Common Shares constituting the Public Float;

        (d)   if such Stockholder Group has made a Distribution-in-Kind within the preceding six- month period; or

        (e)   if the Company is In Registration or during any underwriter-imposed "lock-up" period.

        Section 3.4.     Notice of Proposed Transfer.     No less than 10 days prior to any proposed transfer of any Common Shares by a Stockholder (other than under the circumstances described in Article IV or pursuant to a Registered Sale), the Stockholder shall give written notice to the Company and the other Stockholders of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer, the proposed date of the transfer and the number of Common Shares proposed to be transferred and, if requested by the Company, shall be accompanied by an opinion of counsel

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reasonably satisfactory to the Company to the effect that the proposed transfer of the Common Shares may be affected without registration under the Securities Act.

        Section 3.5.     Validity of transfers; Compliance with Laws, Agreement.     (a) Any attempt to transfer any Common Shares in violation of this Agreement shall be null and void. The Company shall not record on its stock transfer books or otherwise any transfer of Common Shares in violation of the terms and conditions set forth herein.

        (b)   No transfer may be made unless (i) the transfer complies in all respects with the applicable provisions of this Agreement and (ii) the transfer complies in all respects with applicable federal and state securities laws, including, the Securities Act.

        (c)   As a condition to any transfer of Common Shares (other than pursuant to a Registered Sale, a Rule 144 Sale or a Distribution-in-Kind provided that the transferee in such Distribution-In Kind does not own more than 5% of the outstanding Common Shares subsequent to such transfer), the transferee shall agree (pursuant to an agreement in form and substance reasonably acceptable to the Company) to become a party to this Agreement and shall have such rights and obligations of its transferor for purposes of Articles III and IV; provided , that, in connection with a transfer of at least 10% of the outstanding Common Shares made with the prior approval of the KKR Group, which approval shall not be unreasonably withheld, the DLJ Group may also assign its rights and obligations under Sections 2.1, 2.2, 2.3 and 2.4 to such transferee, and in such circumstances, the transferee shall have the rights and obligations of the DLJ Group under such Sections and, provided, further , that a transferee of Common Shares pursuant to clause (i) of Section 3.2 shall have all of the rights and obligations of the members of the Stockholder Group of its transferor.

ARTICLE IV

RIGHT OF FIRST OFFER, TAG-ALONG SALE, DRAG-ALONG

        Section 4.1     Right of First Offer.     (a) At any time after the fifth anniversary of the Closing Date, to the extent that an Initial Public Offering has not been consummated, if any member of the DLJ Group (for purposes of this Section 4.1, a " Selling Stockholder ") proposes to transfer (unless the proposed transfer is a Permitted Transfer or a transfer pursuant to such Selling Stockholder's "tag-along" rights under Section 4.2, in which case the following provisions need not be complied with) all or any portion of its Common Shares (the number of Common Shares proposed to be transferred by the Selling Stockholder, the " Subject Securities "), the Selling Stockholder shall deliver a notice of intention to sell (a " Sale Notice ") to the members of the KKR Group (the " Offeree Stockholders ") setting forth the number of Subject Securities proposed to be transferred, an irrevocable offer to sell such Subject Securities to the Offeree Stockholders and the terms and conditions pursuant to which the Selling Stockholder is offering to sell such Subject Securities. For purposes of this Section 4.1, KKR European shall be the initial representative of the Offeree Stockholders (the " Representative ") (unless it shall designate a different member of the KKR Group to act as the Representative).

        (b)   Upon receipt of a Sale Notice, the Offeree Stockholders shall have the right to elect to purchase at the price and on the terms and conditions stated in the Sale Notice, all, but not less than all, of the Subject Securities (as allocated among the Offeree Stockholders in their discretion). In the event that the Offeree Stockholders elect to purchase all of the Subject Securities, the Representative shall so notify the Selling Stockholder within 20 days (the " Option Period ") after the receipt by such party of the Sale Notice. Any such election shall be made by written notice (a " Notice of Election ") to the Selling Stockholder.

        (c)   If a Notice of Election with respect to the Subject Securities shall have been delivered to the Selling Stockholder, the Selling Stockholder shall sell such Subject Securities to the Offeree

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Stockholders designated in the Notice of Election at the price and on the terms and conditions stated in the Sale Notice.

        (d)   The closing of the sale of Subject Securities to the Offeree Stockholders shall take place at the offices of the Company, or such other location as the parties to the sale may mutually select, on a date the parties may mutually select, no later than 30 days following the expiration of the Option Period (or upon the expiration of such longer period required to obtain any necessary regulatory approvals). At such closing, the Selling Stockholder shall deliver a certificate or certificates for the Subject Securities to be sold, accompanied by stock powers with signatures guaranteed and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor by certified or official bank check or by wire transfer of immediately available funds.

        (e)   If the Offeree Stockholders (and/or their assignee(s)) do not elect to purchase all of the Subject Securities by the end of the Option Period, such Subject Securities may be sold (in compliance with Section 4.2 below, to the extent applicable) to any Person for a period of 180 days following the expiration of the Option Period at a price not lower than the price specified in the Sale Notice and on other terms and conditions not more favorable to the purchaser than those specified in the Sale Notice. Any Subject Securities not sold by such 180th day shall again be subject to the restrictions contained in this Section 4.1.

        (f)    The Offeree Stockholders shall be entitled to assign any or all of their rights under this Section 4.1 to the Company or any other Person.

        (g)   To the extent that any Offeree S