AMENDMENT TO STOCKHOLDERS’
AGREEMENT
OF SILVUE TECHNOLOGIES GROUP, INC.
This Amendment to
Stockholders’ Agreement (this “ Amendment
”), dated and effective (except as otherwise expressly
provided herein) as of April ___, 2006 (the “ Effective
Date ”), by and among Compass Group Diversified
Holdings LLC, a Delaware limited liability company (the “
LLC ”), Silvue Technologies Group, Inc., a
Delaware corporation (the “ Company ”),
Compass Silvue Partners, L.P., a Bahamian limited partnership
(“ Partners ”), and the stockholders
whose signatures appear on the signature page hereto (the “
Minority Stockholders ”), amends that certain
Stockholders’ Agreement, dated September 2, 2004 (the
“ Original Agreement ” and, as amended
hereby, the “ Stockholders’ Agreement
”), by and among the Company, Partners, the Minority
Stockholders and certain former stockholders of the Company.
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Original Agreement.
WHEREAS, Partners
desires to sell to the LLC, and the LLC desires to purchase from
Partners, all of the shares of capital stock of the Company owned
by Partners (the “ Transfer ”, with the
date, if any, on which the Transfer is consummated being referred
to herein as the “ Transfer Date
”);
WHEREAS, as of the
Effective Date, Partners and the Minority Stockholders own all of
the issued and outstanding shares of capital stock of the Company,
and the Minority Stockholders, Partners and the LLC desire that,
effective on and after the Transfer Date, the LLC, as
successor-in-interest to Partners, without further action or
consent on the part of the LLC, Partners or the Minority
Stockholders, have all rights and obligations of Partners under the
Stockholders’ Agreement; and
WHEREAS, the
parties further desire to modify certain of the provisions of the
Original Agreement as provided herein.
NOW THEREFORE, in
consideration of the premises and the respective mutual agreements
herein contained, the parties to this Amendment hereby agree as
follows:
1.
Consent . Each of the Minority Stockholders hereby consents
to the Transfer and waives any and all notice requirements under,
and rights pursuant to, the Original Agreement arising from or
relating to the Transfer, including, without limitation, the right,
if any, to receive a Disposition Notice with respect thereto and
any Tag Along Right in respect thereof.
2.
Joinder . Each of the parties hereto hereby agrees that,
effective as of the Transfer Date, the LLC, as the
successor-in-interest to Partners, shall be substituted in
Partners’ stead as a Stockholder under the
Stockholders’ agreement without further action or consent on
the part of any of them, and the LLC hereby agrees that, effective
as of the Transfer Date, it shall be bound by and comply with all
the terms and provisions of the Stockholders’
Agreement.
-1-
3.
Amendment of Original Agreement . Effective as of the
Transfer Date, the Original Agreement shall be amended as
follows:
3.1 The
introductory paragraph and notice provisions of the Original
Agreement shall be amended to reflect Compass Group Diversified
Holdings LLC as a party, with an address of 61 Wilton Road, 2nd
Floor, Westport, Connecticut 06880, Attention: I. Joseph Massoud,
Chief Executive Officer, and a facsimile number of
(203) 221-8253.
3.2 Each
reference in the Original Agreement to Compass Silvue Partners,
L.P... or any nickname, abbreviation or alias intended to refer to
Compass Silvue P
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