FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, COMPASS DIVERSIFIED TRUST and CERTAIN SHAREHOLDERS Dated May [___], 2006

Exhibit 10.3

Exhibit A

[FORM OF REGISTRATION RIGHTS AGREEMENT]

REGISTRATION RIGHTS AGREEMENT

by and among

COMPASS GROUP DIVERSIFIED HOLDINGS LLC,

COMPASS DIVERSIFIED TRUST

and

CERTAIN SHAREHOLDERS

Dated May [___], 2006

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the l day of l, 2006, by and among: Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), on its own behalf and as the sponsor of Compass Diversified Trust, a statutory trust under the Delaware Statutory Trust Act (the “Trust” and, together with the Company, the “Registrants”), the Trust, and each of the undersigned parties listed under “Shareholders” on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”

     WHEREAS, the Trust has issued undivided beneficial interests in the Trust (collectively, “Shares”);

     WHEREAS, the Shareholders, collectively, hold as of the date hereof (or contemporaneously herewith are acquiring) that number of Shares set beside their respective names on Schedule A hereto (collectively, the “Restricted Shares,” as further defined herein);

     WHEREAS, the parties hereto desire to enter into this Agreement to provide the Shareholders with certain rights relating to the registration of the Restricted Shares;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. DEFINITIONS. Except as otherwise noted, for all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Agreement, which meanings shall apply equally to the singular and plural forms of the terms so defined and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole: The following capitalized terms used herein have the following meanings:

          “Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

          “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in the City of New York are required, permitted or authorized, by applicable law or executive order, to be closed for regular banking business.

          “Commission” means the Securities and Exchange Commission, or such successor federal agency or agencies as may be established in lieu thereof.

          “Company” is defined in the preamble to this Agreement.

          “Demand Registration” is defined in Section 2.2.1.

          “Demanding Holder” is defined in Section 2.2.1.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

          “Indemnifying Party” is defined in Section 4.3.

          “Maximum Number of Shares” is defined in Section 2.2.5.

          “Notices” is defined in Section 6.3.

          “Piggy-Back Registration” is defined in Section 2.3.1.

          “Prospectus” means a prospectus relating to a Registration Statement, as amended or supplemented, and all materials incorporated by reference in such Prospectus.

          “Register,” “registered” and “registration” mean a registration effected by preparing and filing a registration statement or similar document under the Securities Act and such registration statement becoming effective.

          “Registrants” is defined in the preamble to this Agreement.

          “Registration Statement” means a registration statement filed by the Registrants with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Shares (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

          “Regular Trustees” means the Persons identified as the “Regular Trustee” in the Amended and Restated Trust Agreement of the Trust dated [___], each solely in his own capacity as Regular Trustee of the Trust and not in his own individual capacity, or such Regular Trustee’s successor in interest in such capacity, or any successor in interest in such capacity, or any successor Regular Trustee appointed as herein provided.

          “Restricted Shares” mean all of the Shares owned or held by Shareholders or their permitted transferees; provided, that such Shares shall cease to be Restricted Shares when: (a) a Registration Statement with respect to the sale of such Restricted Shares shall have become effective under the Securities Act (as defined below) and such Restricted Shares shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such Restricted Shares shall have been otherwise transferred pursuant to Rule 144 of the Securities Act (or any similar provisions thereunder, but not Rule 144A), and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Trust and subsequent public distribution of them shall not require registration under the Securities Act or such Restricted Securities are saleable pursuant to Rule 144(k) of the Securities Act; or (c) such Restricted Shares shall have ceased to be outstanding.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

          “Shareholder” is defined in the preamble to this Agreement.

          “Shareholder Indemnified Party” is defined in Section 4.1.

          “Shares” means the shares of the Trust, each representing one undivided beneficial interest issued by the Trust corresponding to one underlying Trust Interest held by the Trust.

          “Shelf Registration Statement” is defined in Section 2.1.1.

          “Trust” is defined in the preamble to this Agreement.

          “Trust Interests” means limited liability company membership interests issued by the Company to the Trust, each of which corresponds to one share issued by the Trust.

          “Underwriter” means a securities dealer who purchases any Restricted Shares as principal in an underwritten offering and not as part of such dealer’s market-making activities.

     2. REGISTRATION RIGHTS.

          2.1 Mandatory Shelf Registration.

          2.1.1 Filing of Shelf Registration Statement. Unless a Registration Statement with respect to a Demand Registration or Piggy-Back Registration has been sooner filed in accordance with Section 2.2 or 2.3, respectively, and is still effective on the first anniversary of the date of this Agreement (which Demand Registration or Piggy-Back Registration may or may not involve a “shelf” or “delayed” offering), the Registrants shall use commercially reasonable efforts to prepare, and, promptly following the first anniversary of the date of this Agreement, file with the Commission a Registration Statement or Registration Statements (as is necessary) on Form S-3 or, if such form is unavailable for such a registration, on such other form as is available for such a registration (the form or forms so filed referred to collectively as the “Shelf Registration Statement”), covering the resale of Restricted Shares, the amount of which shall be governed by Section 2.1.2 below. In the event a Registration Statement with respect to a Demand Registration or Piggy-Back Registration has been filed prior to, and is still effective on, the first anniversary of the date of this Agreement, the Registrants shall prepare and file the Shelf Registration Statement at the following times, and with respect to the following number of Restricted Shares: (i) if the maximum number of Restricted Shares that could be registered pursuant to Section 2.1.2 have been registered in such Demand Registration or Piggy-Back Registration, as applicable, the Registrants shall file the Shelf Registration Statement promptly following the termination of the Demand Registration or Piggy-Back Registration, as applicable, with respect to the maximum number of Restricted Shares that may be registered pursuant to Section 2.1.2 (taking into account the number of Shares previously sold in such Demand Registration or Piggy-Back Registration, as applicable); and (ii) if the maximum number of Restricted Shares that could be registered pursuant to Section 2.1.2 have not been registered in such Demand Registration or Piggy-Back Registration, as applicable, then (A) the Registrants shall file a Shelf Registration Statement promptly following the first anniversary of the date of this Agreement with respect to the Restricted Shares that may be registered under Section 2.1.2 below and are not being offered pursuant to the then-effective Demand Registration or Piggy-Back Registration, as applicable, and (B) the Registrants shall file a Shelf Registration Statement promptly following the termination of the offering made pursuant to such Demand Registration or Piggy-Back Registration, as applicable, with respect to the Restricted Shares that were registered, but not sold, under such Demand Registration or Piggy-Back Registration, as applicable. In each case above, the number of Restricted Shares to be registered on the Shelf

Period any Restricted Shares registered thereon remain unsold, the Registrants shall promptly use commercially reasonable efforts to prepare, file with the Commission, and cause to become effective a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration) covering the resale of the then-unsold Restricted Shares, and to keep such Registration Statement Effective until such time as all Restricted Shares have been sold.

          2.2 Demand Registration.

               2.2.1 General Request for Registration. At any time, each Shareholder or such Shareholder’s permitted transferee may make a written demand for registration under the Securities Act of all or part of their Restricted Shares (a “Demand Registration”) provided, however, that the amount of Restricted Shares that may be offered in connection with such Demand Registration shall be subject to the limitations set forth in Section 2.1.2 above. Subject to the limitations set forth in Section 2.1.2, any demand for a Demand Registration shall specify the number of Restricted Shares proposed to be sold and the intended method(s) of distribution thereof. The Registrants will notify all other holders of Restricted Shares of any demand pursuant to this Section 2.2.1, or pursuant to Section 2.2.2 below, as the case may be, within five (5) Business Days, and each holder of Restricted Shares who wishes to include all or a portion of such holder’s Restricted Shares in such Demand Registration, as the case may be, and is otherwise permitted to do so under this Agreement (each such holder including shares of Restricted Shares in such Demand Registration, a “Demanding Holder”) shall so notify the Registrants within ten (10) Business Days after the receipt by the holder of the notice from the Registrants; provided, that if any such holder fails to participate in such Demand Registration, then such holder may not make a written demand for registration of Restricted Securities under this Section 2.2 until thirty (30) days after the Registration Statement filed with the Commission with respect to such Demand Registration is declared effective. Upon any such request, the Demanding Holders shall be entitled to have their Restricted Shares included in the Demand Registration, subject to Section 2.1.2, Section 2.2.5 and the provisions set forth in Section 3.1.1. The Registrants shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.2.1; provided, however, that the number of Demand Registrations permitted hereby shall be reduced by the number of Demand Registrations effected by the Registrants pursuant to Section 2.2.2 below.

               2.2.2 Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Registrants have complied with all of their obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Restricted Shares pursuant to a Demand Registration, is subject to any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) with respect to a Demand Registration, the Shareholder initiating the Demand Registration thereafter elects to continue the offering; provided, further, that the Registrants shall not be obligated to file a second Registration Statement with respect to a Demand Registration until a Registration Statement that has been filed is counted as a Demand Registration, or is otherwise terminated.

               2.2.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Registrants as part of their written demand for a Demand Registration, the offering of such Restricted Shares pursuant to such Demand Registration shall be in the form of an underwritten offering. In each such case, the right of any holder to include such holder’s Restricted Shares in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Restricted Shares in the underwriting to the extent provided herein. All Demanding Holders who propose to distribute their Restricted Shares through such an underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Shareholder initiating the Demand Registration and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required under the terms of such underwriting agreement, and furnish to the Registrants such information as the Registrants may reasonably request in writing for inclusion in the Registration Statement.

               2.2.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Registrants and the Demanding Holders that the dollar amount or number of shares of Restricted Shares which the Demanding Holders desire to sell taken together with all other shares or other securities which the Registrants desire to sell and the Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other holders of the Trust’s securities who desire to sell securities, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Registrants shall include in such registration: (i) first, in the case of a Demand Registration, the Restricted Shares as to which the Demand Registration has been requested (pro rata in accordance with the number of shares of Restricted Shares which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Restricted Shares held by each Demanding Holder); (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Shares or other securities that the Trust desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Shares for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the Shares that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

               2.2.5 Withdrawal. In the case of a Demand Registration, if a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Restricted Shares in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Registrants and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. In such event, the Company need not seek effectiveness of such Registration Statement for the benefit of other Shareholders. If the majority-in-interest of the Demanding Holders, withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Sections 2.2.1 and 2.2.2 hereof, respectively.

          2.3 Piggy-Back Registration.

               2.3.1 Piggy-Back Rights. If at any time on or after the date that is six (6) months from the date hereof, the Registrants propose to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Trust for its own account or for shareholders of the Trust for their account (or by the Trust and by shareholders of the Trust including, without limitation, pursuant to Section 2.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Trust’s existing shareholders, (iii) for an offering of debt securities that are convertible into equity securities of the Trust, (iv) for a dividend reinvestment plan or (v) filed on From S-4, then the Registrants shall (x) give written notice of such proposed filing to the holders of Restricted Shares as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Restricted Shares in such notice the opportunity to register the sale of such number of Restricted Shares as such holders may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Registrants shall cause such Restricted Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Trust and to permit the sale or other disposition of such Restricted Shares in accordance with the intended method(s) of distribution thereof. All holders of Restricted Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required under the terms of such underwriting agreement, and furnish to the Registrants such information as the Registrants may reasonably request in writing for inclusion in the Registration Statement.

               2.3.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Registrants and the holders of Restricted Shares in writing that the dollar amount or number of Shares which the Registrants desire to sell, taken together with Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Restricted Shares hereunder, the Restricted Shares as to which registration has been requested under this Section 2.3, and the Shares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Trust, exceeds the Maximum Number of Shares, then the Registrants shall include in any such registration:

   (a) If the registration is undertaken for the Registrants’ account: (i) first, the shares or other securities that the Registrants desire to sell that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum

Number of Shares has not been reached under the foregoing clause (i), the shares, if any, including the Restricted Shares as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares which each such person has actually requested to be included in such registration, regardless of the number of shares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

   (b) If the registration is a “demand” registration undertaken at the demand of persons other than the Shareholders pursuant to written contractual arrangements with such persons, (i) first, the shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Shares or other securities that the Registrants desire to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Restricted Shares as to which registration has been requested under this Section 2.3 (pro rata in accordance with the number of shares of Restricted Shares held by each such Shareholder); and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other holders of Shares desire to sell that can be sold without exceeding the Maximum Number of Shares.

               2.3.3 Withdrawal. Any holder of Restricted Shares may elect to withdraw such holder’s request for inclusion of Restricted Shares in any Piggy-Back Registration by giving written notice to the Registrants of such request to withdraw prior to the effectiveness of the Registration Statement. The Registrants may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Registrants shall pay all expenses incurred by the holders of Restricted Shares in connection with such Piggy-Back Registration as provided in Section 3.3.

     3. REGISTRATION PROCEDURES.

          3.1 Filings; Information. Whenever the Registrants are required to effect the registration of any Restricted Shares pursuant to Section 2, the Registrants shall use commercially reasonable efforts to effect the registration and sale of such Restricted Shares in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

               3.1.1 Filing Registration Statement. The Registrants shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.2, prepare and file with the Commission a Registration Statement on any form for which the Registrants then qualify or which counsel for the Registrants shall deem appropriate and which form shall be available for the sale of all Restricted Shares to be registered thereunder in accordance with Section 2.1.2 and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; provided, however, that the Registrants shall have the right to defer any Demand Registration for

up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Registrants shall furnish to the holders a certificate signed by the Chief Executive Officer of the Trust stating that, in the good faith judgment of the Board of Directors of the Trust, it would be materially detrimental to the Trust and its shareholders for such Registration Statement to be effected at such time; provided, further, however, that the Registrants shall not have the right to exercise the right set forth in the immediately preceding proviso for more than one hundred and twenty (120) days in any 365-day period in respect of a Demand Registration hereunder; provided, further, that the Shareholders shall provide at least fifteen (15) Business Days notice of the date on which they wish the Registrants to prepare and file a Registration Statement with the Commission in accordance with this Agreement.

               3.1.2 Copies. The Registrants shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Restricted Shares included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the holders of Restricted Shares included in such registration or legal counsel for any such holders may reasonably request in order to facilitate the disposition of the Restricted Shares owned by such holders.

               3.1.3 Amendments and Supplements. The Registrants shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Restricted Shares, and all other securities covered by such Registration Statement, have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn.

               3.1.4 Notification. After the filing of a Registration Statement, the Registrants shall promptly, and in no event more than two (2) Business Days after such filing, notify the holders of Restricted Shares included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Restricted Shares included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or Prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Registrants shall furnish to the holders of Restricted Shares included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Registrants shall not file any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall reasonably object.

               3.1.5 State Securities Laws Compliance. The Registrants shall use commercially reasonable efforts to (i) register or qualify the Restricted Shares covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Restricted Shares included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Restricted Shares covered by the Registration Statement to be registered with or approved by such other federal or state authorities as may be necessary by virtue of the business and operations of the Registrants and do any and all other acts and things that may be necessary or advisable to enable the holders of Restricted Shares included in such Registration Statement to consummate the disposition of such Restricted Shares in such jurisdictions; provided, however, that the Registrants shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1.5 or subject itself to taxation in any such jurisdiction.

               3.1.6 Agreements for Disposition. The Registrants shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Restricted Shares. The representations, warranties and covenants of the Registrants in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Restricted Shares included in such registration statement. For the avoidance of doubt, the holders of Restricted Shares may not require the Registrants to accept terms, conditions or provisions in any such agreement which the Registrants determine is not reasonably acceptable

to the Registrants, notwithstanding any agreement to the contrary herein. No holder of Restricted Shares included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except as reasonably requested by the Registrants and, if applicable, with respect to such holder’s organization, good standing, authority, title to Restricted Shares, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

               3.1.7 Cooperation. The Regular Trustees of the Trust and the Chief Executive Officer and Chief Financial Officer of the Company and the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Restricted Shares hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors. Holders of Restricted Shares shall not be required to make any representations or warranties to or agreements with the Registrants or the underwriters except as they may relate to such holders and their intended methods of distribution. Such holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type. Further, such holders shall cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 3. Each holder shall also furnish to the Registrants such information regarding itself, the Restricted Shares held by such holder, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Restricted Shares.

               3.1.8 Records. The Registrants shall make available for inspection by the holders of Restricted Shares included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Restricted Shares included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company and Trust, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any of them in connection with such Registration Statement.

               3.1.9 Opinions and Comfort Letters. The Registrants shall use commercially reasonable efforts to furnish to each holder of Restricted Shares included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Registrants delivered to any Underwriter and (ii) any comfort letter from the Registrants’ independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Registrants shall furnish to each holder of Restricted Shares included in such Registration Statement, at any time that such holder elects to use a Prospectus, an opinion of counsel to the Registrants to the effect that the Registration Statement containing such Prospectus has been declared effective and that no stop order is in effect.

               3.1.10 Earnings Statement. The Registrants shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make generally

available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within six (6) months after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

               3.1.11 Listing. The Registrants shall use commercially reasonable efforts to cause all Restricted Shares included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar Shares of the Trust are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the Shareholder initiating a Demand Registration or, if otherwise, the holders of a majority of the Restricted Shares that are included in such registration.

          3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Registrants of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration pursuant to Section 2.1 hereof, upon any suspension by the Registrants, pursuant to a written ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Trust’s securities because of the existence of material non-public information, each holder of Restricted Shares included in any registration shall immediately discontinue disposition of such Restricted Shares pursuant to the Registration Statement covering such Restricted Shares until such holder receives the supplemented or amended Prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Trust’s securities is removed, as applicable, and, if so directed by the Registrants, each such holder will deliver to the Registrants all copies, other than permanent file copies then in such holder’s possession, of the most recent Prospectus covering such Restricted Shares at the time of receipt of such notice.

          3.3 Registration Expenses. The Registrants shall bear all customary costs and expenses incurred in connection with any shelf registration effected pursuant to Section 2.1, any Demand Registration effected pursuant to Section 2.2, and any Piggy-Back Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Restricted Shares, subject to the limit set forth in paragraph (ix) below); (iii) printing expenses; (iv) the Registrants’ internal expenses (including, without limitation, all salaries and expenses of their respective officers and employees); (v) the fees and expenses incurred in connection with the listing of the Restricted Shares, as required by Section 3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for the Registrants and fees and expenses for independent certified public accountants retained by the Registrants (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Registrants in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the Shareholder initiating a Demand Registration or, if otherwise, the holders of a majority-in-interest of the Restricted Shares that are included in such registration (not to exceed, including the reasonable fees and disbursements to counsel in paragraph (ii) above, $20,000. The Registrants shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Restricted Shares being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne solely by such holders. Additionally, in an underwritten offering, all

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selling shareholders and the Registrants shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

          3.4 Information. The holders of Restricted Shares shall provide such information as may reasonably be requested by the Registrants, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Restricted Shares under the Securities Act pursuant to Section 2 and in connection with the Registrants’ obligation to comply with federal and applicable state securities laws.

          3.5 Holder Obligations. No holder of Restricted Shares may participate in any underwritten offering pursuant to Section 2 unless such holder (i) agrees to sell only such holder’s Restricted Shares on the basis reasonably provided in any underwriting agreement, and (ii) completes, executes and delivers any and all questionnaires, lock-up agreements, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by or under the terms of any underwriting agreement or as reasonably requested by the Registrants.

     4. INDEMNIFICATION AND CONTRIBUTION.

          4.1 Indemnification by the Company. The Registrants agree to indemnify and hold harmless each Shareholder and each other holder of Restricted Shares, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls a Shareholder and each other holder of Restricted Shares (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Shareholder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Restricted Shares was registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary Prospectus, final Prospectus, or summary Prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Registrants, in writing, by such selling holder expressly for use therein, the use of any Registration Statement, any preliminary Prospectus, final Prospectus or summary Prospectus during a period when a stop order has been issued in respect thereof or any proceeding for that purpose have been initiated, or the use of any Registration Statement, any preliminary Prospectus, final Prospectus or summary Prospectus has been suspended by the Registrants pursuant to the terms of this Agreement; provided, however, that the foregoing indemnity shall not inure to the benefit of any holder (or to the benefit of any person controlling such holder) from whom the person asserting such losses, claims or liabilities purchased the Restricted Shares, if a copy of the Prospectus (as then amended or supplemented if the Registrants shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such holder to such person, if required by law so to have been delivered at or prior to the written confirmation of the sale of the Restricted Shares to such person, and if the Prospectus (as so

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	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	Name: I. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Executive Officer
	COMPASS DIVERSIFIED TRUST
	By:	COMPASS GROUP DIVERSIFIED
	HOLDINGS, LLC,
		as Sponsor
	By:
		Name:
		Title:
	SHAREHOLDERS:
	CGI DIVERSIFIED HOLDINGS, LP
	By:	NAVCO MANAGEMENT INC.,
		as General Partner
	By:
		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:	Director
	PHAROS I LLC
	By:
		Name:	I. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:	Manager