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Exhibit 10.11
[EXECUTION VERSION]
SECURITYHOLDERS AGREEMENT
THIS SECURITYHOLDERS AGREEMENT (this "AGREEMENT") is made as of February 6,
2004 by and among (i) Medtech/Denorex, LLC, a Delaware limited liability company
(the "COMPANY"), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership
("GTCR FUND VIII"), GTCR Fund VIII/B, L.P., a Delaware limited partnership
("GTCR FUND VIII/B"), GTCR Co-Invest II, L.P., a Delaware limited partnership
("GTCR CO-INVEST" and, together with GTCR Fund VIII and GTCR Fund VIII/B, the
"GTCR PURCHASERS"), and GTCR Capital Partners, L.P., a Delaware limited
partnership ("GTCR CAPITAL PARTNERS" and, together with the GTCR Purchasers and
any investment fund managed by GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner
II, L.L.C. that at any time acquires securities of the Company and executes a
counterpart of this Agreement or otherwise agrees to be bound by this Agreement,
the "GTCR INVESTORS"), (iii) the TCW/Crescent Purchasers and the TCW/Crescent
Lenders (each as defined herein), (iv) each executive employee on the attached
SCHEDULE OF SECURITYHOLDERS and any other executive employee of the Company or
its Subsidiaries who, at any time, acquires securities of the Company in
accordance with the terms hereof and executes a counterpart of this Agreement or
otherwise agrees to be bound by this Agreement (each, an "EXECUTIVE" and
collectively, the "EXECUTIVES"), and (v) each of the other Persons set forth
from time to time on the attached SCHEDULE OF SECURITYHOLDERS under the heading
"OTHER SECURITYHOLDERS" who, at any time, acquires securities of the Company in
accordance with the terms hereof and executes a counterpart of this Agreement or
otherwise agrees to be bound by this Agreement (each, an "OTHER SECURITYHOLDER"
and collectively, the "OTHER SECURITYHOLDERS"). Each of the GTCR Investors,
TCW/Crescent Purchasers and TCW/Crescent Lenders are sometimes individually
referred to as an "INVESTOR" and collectively as the "INVESTORS." The Investors,
the Executives and the Other Securityholders are sometimes individually referred
to as a "SECURITYHOLDER" and collectively as the "SECURITYHOLDERS." Capitalized
terms used but not otherwise defined herein are defined in SECTION 9 hereof;
provided that, if any term is not defined herein, then such term shall have the
same meaning assigned to it in the LLC Agreement.
The GTCR Purchasers and the TCW/Crescent Purchasers will purchase Class B
Preferred Units of the Company (the "CLASS B PREFERRED UNITS") and Common Units
of the Company (the "COMMON UNITS") pursuant to a Unit Purchase Agreement among
such Persons and the Company dated as of the date hereof (as amended,
supplemented or modified from time to time pursuant to its terms, the "PURCHASE
AGREEMENT"). GTCR Capital Partners and the TCW/Crescent Lenders will purchase
Warrants pursuant to a Warrant Agreement among such Persons and the Company
dated as of the date hereof (as amended, supplemented or modified from time to
time pursuant to its terms, the "WARRANT AGREEMENT"). Certain of the Executives
will purchase Class B Preferred Units and Common Units pursuant to Senior
Management Agreements.
The Company and the Securityholders desire to enter into this Agreement for
the purposes, among others, of limiting the manner and terms by which units and
interests in the Company may be transferred. The execution and delivery of this
Agreement is a condition to the GTCR Purchasers and the TCW/Crescent Purchasers
purchase of the Common Units and the Class B Preferred Units pursuant to the
Purchase Agreement.
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NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. PARTICIPATION RIGHTS.
(a) At least 30 days prior to any Transfer of any Securityholder
Securities by any GTCR Investor, such GTCR Investor shall deliver a written
notice (the "TAG-ALONG NOTICE") to the Company and the other Securityholders
(the "TAG-ALONG SECURITYHOLDERS") specifying in reasonable detail the identity
of the prospective transferee(s) and the terms and conditions of the Transfer.
The Tag-Along Securityholders may elect to participate in the contemplated
Transfer by delivering written notice to such GTCR Investor within 30 days after
delivery of the Tag-Along Notice. If any Tag-Along Securityholders have elected
to participate in such Transfer, the GTCR Investor and such Tag-Along
Securityholders will be entitled to sell in the contemplated Transfer, at the
same price and on the same terms, Securityholder Securities of the same type and
class and in the same relative proportions (which proportions shall be
determined on a unit for unit basis with respect to the Common Units and on the
basis of the aggregate Class B Unreturned Capital (as defined in the LLC
Agreement) with respect to the Class B Preferred Units) as the Securityholder
Securities which are being Transferred, a number of units of each such class of
Securityholder Securities equal to the product of (A) the quotient determined by
dividing the number of units of each such class of Securityholder Securities
owned by such Person by the aggregate number of outstanding units of such class
of Securityholder Securities owned by the GTCR Investor and the Tag-Along
Securityholders participating in such sale and (B) the number of units of each
such class of Securityholder Securities to be sold in the contemplated Transfer.
(b) The GTCR Investor(s) will use commercially reasonable efforts to
obtain the agreement of the prospective transferee(s) to the participation of
the Tag-Along Securityholders in any contemplated Transfer, and the GTCR
Investor(s) will not transfer any of its Securityholder Securities to the
prospective transferee(s) unless (i) the prospective transferee(s) agrees to
allow the participation of the Tag-Along Securityholders or (ii) the GTCR
Investor(s) agree to purchase the number of such class of Securityholder
Securities from the Tag-Along Securityholders that the Tag-Along Securityholders
would have been entitled to sell pursuant to SECTION 1(a) for the consideration
per unit to be paid to the GTCR Investor(s) by the prospective transferee(s).
(c) Notwithstanding anything to the contrary in any other provision
of this Agreement, the restrictions set forth in this SECTION 1 shall not apply
to (i) any Transfer of less than 10% in the aggregate, of any class of
Securityholder Securities held by any GTCR Investor to or among their Affiliates
or any other Investor, (ii) any Transfer pursuant to Section 15.7 of the LLC
Agreement in connection with the incorporation of the Company (to facilitate a
Public Offering or otherwise) or (iii) a Public Sale; provided that the
restrictions contained in this Agreement will continue to be applicable to the
Securityholder Securities after any Transfer pursuant to clause (i) and the
transferee of such Securityholder Securities shall agree in writing to be bound
by the provisions of this Agreement. Upon the Transfer of Securityholder
Securities pursuant to clause (i) of the previous sentence, the transferees will
deliver a written notice to the Company, which notice will disclose in
reasonable detail the identity of such transferee.
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(d) The provisions of this SECTION 1 will not apply (i) to sales made
in connection with an Approved Sale and (ii) to any Securityholder who is
participating in a Sale of the Company and shall terminate upon the first to
occur of (A) the consummation of a Sale of the Company and (B) the consummation
of a Public Offering.
2. FIRST REFUSAL RIGHTS.
(a) Prior to making any Transfer of Securityholder Securities (other
than a Transfer pursuant to (i) Section 15.7 of the LLC Agreement in connection
with the incorporation of the Company (to facilitate a Public Offering or
otherwise), (ii) a Public Sale of the type referred to in clause (i) of the
definition thereof or (iii) a Sale of the Company), any Securityholder (other
than the GTCR Investors) desiring to make such Transfer (the "TRANSFERRING
SECURITYHOLDER") will give written notice (the "SALE NOTICE") to the Company and
the holders of Common Units (collectively, the "SALE NOTICE RECIPIENTS"). The
Sale Notice will disclose in reasonable detail the identity of the prospective
transferee(s), the number of units of Securityholder Securities to be
transferred and the terms and conditions of the proposed transfer. Such
Transferring Securityholder will not consummate any Transfer until 45 days after
the Sale Notice has been given to the Sale Notice Recipients, unless the parties
to the Transfer have been finally determined pursuant to this SECTION 2 prior to
the expiration of such 45-day period. (The date of the first to occur of such
events is referred to herein as the "AUTHORIZATION DATE".)
(b) The Company may elect to purchase all (but not less than all) of
such Securityholder Securities to be transferred upon the same terms and
conditions as those set forth in the Sale Notice by delivering a written notice
of such election to the Transferring Securityholder and the Sale Notice
Recipients (other than the Company) within 20 days after the Sale Notice has
been given to the Company. If the Company has not elected to purchase all of the
Securityholder Securities to be transferred, the Sale Notice Recipients may
elect to purchase all (but not less than all) of the Securityholder Securities
to be transferred upon the same terms and conditions as those set forth in the
Sale Notice by giving written notice of such election to such Transferring
Securityholder within 25 days after the Sale Notice has been given to the Sale
Notice Recipients. If more than one Sale Notice Recipient elects to purchase the
Securityholder Securities to be transferred, the units of Securityholder
Securities to be sold shall be allocated among the Sale Notice Recipients pro
rata according to the number of units of such class of Securityholders
Securities owned by each Sale Notice Recipient on a fully diluted basis. If
neither the Company nor the Sale Notice Recipients elects to purchase all of the
Securityholder Securities specified in the Sale Notice, the Transferring
Securityholder may transfer the Securityholder Securities specified in the Sale
Notice at a price and on terms no more favorable to the transferee(s) thereof
than specified in the Sale Notice during the 60-day period immediately following
the Authorization Date. Any Securityholder Securities not Transferred within
such 60-day period will be subject to the provisions of this SECTION 2 upon
subsequent Transfer. The Company may pay the purchase price for such units by
offsetting amounts outstanding under any bona fide debts owed by the
Transferring Securityholder to the Company.
(c) The restrictions of this SECTION 2 will not apply with respect to
(i) any Transfer of Securityholder Securities by any Securityholder to or among
its Affiliates or Family Group, (ii) any Transfer of Securityholder Securities
to any Investor, (iii) a repurchase of Securityholder Securities by the Company
or an exchange or conversion of the same pursuant to
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the terms of any Senior Management Agreement, (iv) a Public Sale, (v) an
Approved Sale (as defined in SECTION 4(a)), (vi) any pledge by an Investor to a
trustee for the benefit of secured noteholders pursuant to documents relating to
the financing of such Investor or (vii) in the case of any Securityholder
Securities held by any TCW/Crescent Lender by virtue of the Warrants (including
the Warrants), any Transfer of such Securityholder Securities to any Person
substantially contemporaneous with the sale, transfer or disposition to such
Person of all or any portion of the Subordinated Indebtedness held by such
TCW/Crescent Lender; PROVIDED THAT, the restrictions contained in this Agreement
will continue to be applicable to the Securityholder Securities after any
Transfer pursuant to clause (i) or (ii) above and the transferee of such
Securityholder Securities shall agree in writing to be bound by the provisions
of this Agreement. Upon the Transfer of Securityholder Securities pursuant to
clause (i) or (ii) of the previous sentence, the transferees will deliver a
written notice to the Company, which notice will disclose in reasonable detail
the identity of such transferee.
(d) Notwithstanding anything herein to the contrary, except pursuant
to clause (b) above, in no event shall any Transfer of Securityholder Securities
pursuant to this SECTION 2 be made for any consideration other than cash payable
upon consummation of such Transfer.
(e) The restrictions set forth in this SECTION 2 shall continue with
respect to each unit of Securityholder Securities until the earlier of (i) the
date on which such unit of Securityholder Securities has been transferred in a
Public Sale, (ii) the consummation of an Approved Sale, and (iii) the date on
which such unit of Securityholder Securities has been transferred pursuant to
this SECTION 2 (other than pursuant to SECTION 2(c) and other than a transfer to
a Securityholder purchasing from a Transferring Securityholder pursuant to
SECTION 2(b)).
3. PRE-EMPTIVE RIGHTS.
(a) If after the date hereof the Company authorizes the issuance or
sale of any preferred or common units or any securities convertible,
exchangeable or exercisable for preferred or common units to (i) the GTCR
Investors or (ii) any employees of the GTCR Investors or any entity directly or
indirectly controlling or under common control with any of the GTCR Investors
(each, a "GTCR ISSUANCE"), the Company shall offer to sell to each holder of
Common Units (other than the GTCR Investors) (the "OTHER COMMON
SECURITYHOLDERS"), at the same price and on the same terms, an amount of
preferred or common units or such other securities equal to the PRODUCT of (i)
the quotient determined by dividing (A) the number of units of Common Units held
by such Other Common Securityholders by (B) the total number of units of Common
Units outstanding, in each case on a fully diluted basis AND (ii) the sum of the
number of units of preferred or common units or such other securities to be
issued in the GTCR Issuance plus the number of preferred or common units or such
other securities which Other Common Securityholder have elected to purchase
pursuant to SECTION 3(b) below. Each Other Common Securityholder shall be
entitled to purchase such securities at the most favorable price and on the most
favorable terms as such securities are to be offered in the GTCR Issuance;
PROVIDED that if the purchasers in the GTCR Issuance are required or permitted
to also purchase other securities of the Company, the Other Common
Securityholders exercising their rights pursuant to this SECTION 3 shall also be
required or permitted, as the case may be, to purchase the same strip of
securities (on the same terms and conditions) that the purchasers in the GTCR
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Issuance are required or permitted to purchase, as the case may be. The purchase
price for all securities to be offered to the Other Common Securityholders shall
be payable in cash or, if permitted by the Company in its sole discretion, notes
issued by such holders. It is understood by the parties hereto that the Company
may proceed with the consummation of the GTCR Issuance prior to offering such
securities to the Other Common Securityholders; provided that an Issuance Notice
(as defined below) is delivered to each of the Other Common Securityholders in
accordance with SECTION 3(b) below.
(b) The Company shall deliver to each holder a written notice (each,
an "ISSUANCE NOTICE") describing in reasonable detail the securities being
offered, the purchase price thereof, the payment terms and such Other Common
Securityholder's percentage allotment prior to the closing of the GTCR Issuance
OR no later than 30 days thereafter. In order to exercise its purchase rights
hereunder, each Other Common Securityholder must within fifteen (15) days after
receipt of an Issuance Notice, deliver a written notice to the Company
describing its election hereunder. If one or more Other Common Securityholders
elects to purchase shares or other securities under this SECTION 3, the closing
of such purchase shall occur no later than 30 days after receipt by the Company
of such election.
(c) Notwithstanding the foregoing, the rights set forth in this
SECTION 3 shall not apply to (i) pro rata issuances of equity securities (or
securities convertible into or exchangeable for, or options to purchase, such
equity securities) to all holders of Common Units, as a dividend on, subdivision
of or other distribution in respect of, the Common Units, (ii) any issuances of
Common Units or Class B Preferred Units to the GTCR Purchasers pursuant to the
Purchase Agreement, (iii) any sale by the Company of Common Units pursuant to
any Dilution Repurchase Option (as defined in the Senior Management Agreements)
or (iv) any issuances of Common Units or Class B Preferred Units upon the
exercise of any Warrants issued to GTCR Capital Partners pursuant to the Warrant
Agreement.
(d) The rights set forth in this SECTION 3 shall continue with
respect to each Securityholder Security until the earlier of (i) the transfer of
such Securityholder Security in a Public Sale or (ii) the consummation of a Sale
of the Company or a Public Offering.
4. SALE OF THE COMPANY.
(a) If the holders of the Required Interest (as such term is defined
in the LLC Agreement) approve a Sale of the Company to a Person that is not an
Affiliate of the GTCR Investors in a bona fide arms-length transaction (an
"APPROVED SALE"), each holder of Securityholder Securities shall vote for,
consent to and raise no objections against such Approved Sale. If the Approved
Sale is structured as a (i) merger or consolidation, each holder of
Securityholder Securities shall waive any dissenters' rights, appraisal rights
or similar rights in connection with such merger or consolidation or (ii) sale
of Units, each holder of Securityholder Securities shall agree to sell all of
his, her or its Securityholder Securities or rights to acquire Securityholder
Securities on the terms and conditions approved by the Board and the holders of
the Required Interest. Each holder of Securityholder Securities shall take all
necessary or desirable actions in connection with the consummation of the
Approved Sale as reasonably requested by the Company.
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(b) The obligations of the holders of Securityholder Securities with
respect to the Approved Sale of the Company are subject to the terms of SECTION
5 below.
(c) If either the Company or the holders of any class of
Securityholder Securities enter into a negotiation or transaction for which Rule
506 (or any similar rule then in effect) promulgated by the Securities and
Exchange Commission may be available with respect to such negotiation or
transaction (including a merger, consolidation or other reorganization), the
holders of Securityholder Securities (other than those qualifying as "accredited
investors" under such Rule) will, at the request of the Company, appoint a
purchaser representative (as such term is defined in Rule 501) reasonably
acceptable to the Company. If any holder of Securityholder Securities appoints a
purchaser representative designated by the Company, the Company will pay the
fees of such purchaser representative, but if any holder of Securityholder
Securities declines to appoint the purchaser representative designated by the
Company such holder will, if required, appoint another purchaser representative,
and such holder will be responsible for the fees of the purchaser representative
so appointed.
(d) Holders of Securityholder Securities will bear their pro rata
share (based upon the number of Common Units sold) of the costs of any sale of
such Securityholder Securities pursuant to an Approved Sale to the extent such
costs are incurred for the benefit of all holders of Securityholder Securities
and are not otherwise paid by the Company or the acquiring party. For purposes
of this SECTION 4(d), costs incurred in exercising reasonable efforts to take
all actions in connection with the consummation of an Approved Sale in
accordance with SECTION 4(a) shall be deemed to be for the benefit of all
holders of Securityholder Securities. Costs incurred by holders of
Securityholder Securities on their own behalf will not be considered costs of
the transaction hereunder.
5. DISTRIBUTIONS UPON SALE OF THE COMPANY. In the event of an Approved
Sale: (a) each Securityholder shall receive in exchange for the Securityholder
Securities held by such Securityholder the same portion of the aggregate
consideration from such sale or exchange that such Securityholder would have
received if such aggregate consideration had been distributed by the Company
pursuant to the terms of Section 4.1 of the LLC Agreement; (b) each holder of
then currently exercisable Warrants shall be given an opportunity to either (i)
exercise such rights prior to the consummation of the Approved Sale and
participate in such Approved Sale as holders of the Common Units and/or Class B
Preferred Units obtained upon such exercise or (ii) upon the consummation of the
Approved Sale, receive in exchange for such Warrants consideration equal to the
same portion of the aggregate consideration from such sale or exchange that such
Securityholder would have received in respect of the Common Units and/or Class B
Preferred Units underlying such Warrants if such aggregate consideration had
been distributed by the Company pursuant to the terms of Section 4.1 of the LLC
Agreement LESS the aggregate exercise price for such Common Units and/or Class B
Preferred Units; and (c) each holder of Securityholder Securities shall be
obligated to join on a pro rata basis (but not on a joint and several basis),
based on, but not limited to, the share of the aggregate proceeds paid in such
Sale of the Company, in any indemnification or other obligations that the
Company's securityholders agree to provide in connection with such Sale of the
Company (other than any such obligations that relate specifically to a
particular holder of Securityholder Securities such as indemnification with
respect to representations and warranties given by a holder regarding such
holder's title to and ownership of Securityholder Securities). Each holder of
Securityholder
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Securities shall take all necessary or desirable actions in connection with the
distribution of the aggregate consideration from such sale or exchange as
reasonably requested by the Company.
6. INCORPORATION OF THE COMPANY; PUBLIC OFFERING. In the event that the
Board or the GTCR Investors approve the incorporation of the Company or a
recapitalization, reorganization or exchange involving the exchange of equity
securities of the Company or its Subsidiaries into securities that the Board and
the GTCR Investors find acceptable, whether to facilitate an initial Public
Offering or for other reasons that the Board or the GTCR Investors deem in the
best interest of the Company (including, without limitation a reorganization of
the Company pursuant to the terms of Section 15.7 of the LLC Agreement) (a
"REORGANIZATION"), the holders of Securityholder Securities shall take all
necessary or desirable actions reasonably requested by the Board or the GTCR
Investors in connection with the consummation of such Reorganization, including,
without limitation, consenting to, voting for and waiving any dissenters rights,
appraisal rights or similar rights and participating in any exchange or other
transaction required in connection with such Reorganization; provided that each
holder of a class of Units shall receive a security having, in the aggregate,
substantially the same rights, benefits, privileges and value as the Units
previously held (other than differences based upon differences in the amount of
yield accrued on such Units since their respective dates of issuance). In the
event that the Board or the GTCR Investors approve an initial Public Offering,
the holders of Securityholder Securities shall take all necessary or desirable
actions reasonably requested by the Board or the GTCR Investors in connection
with the consummation of such Public Offering, including, without limitation,
compliance with the requirements of all laws and regulatory bodies that are
applicable or that have jurisdiction over such Public Offering. In the event
that such Public Offering is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the Company's
capital structure would adversely affect the marketability of the offering, each
holder of Securityholder Securities shall consent to and vote for a
recapitalization, reorganization or exchange (each, a "RECAPITALIZATION") of any
class of the Company's equity securities into securities that the managing
underwriters, the Board and the GTCR Investors find acceptable and shall take
all necessary and desirable actions in connection with the consummation of such
Recapitalization; provided that each holder of a class of Units shall receive
the same type of security with the same value per unit (other than differences
based upon differences in the amount of yield accrued on such Units since their
respective dates of issuance).
7. HOLDBACK AGREEMENT. To the extent not inconsistent with applicable
law, each holder of Securityholder Securities shall not effect any public sale
or distribution (including sales pursuant to Rule 144) of equity securities of
the Company, or any securities, options, or rights convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 180-day period beginning on the effective date of any initial public
offering or any underwritten Demand Registration or any underwritten Piggyback
Registration in which Registrable Securities are included (except as part of
such underwritten registration or pursuant to registrations on Form S-4 or Form
S-8 or any successor form), unless the underwriters managing the registered
public offering otherwise agree.
8. LEGEND. Each certificate evidencing Securityholder Securities and each
certificate issued in exchange for or upon the transfer of any Securityholder
Securities (if such securities
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remain Securityholder Securities as defined herein after such transfer) shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO A SECURITYHOLDERS AGREEMENT DATED AS OF FEBRUARY 6, 2004
AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND
CERTAIN OF THE COMPANY'S SECURITYHOLDERS. A COPY OF SUCH
SECURITYHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST."
The Company shall imprint such legend on certificates evidencing Securityholder
Securities outstanding prior to the date hereof. The legend set forth above
shall be removed from the certificates evidencing any securities which cease to
be Securityholder Securities.
9. DEFINITIONS.
"AFFILIATE" means, (i) with respect to any Person, any Person that
controls, is controlled by or is under common control with such Person or an
Affiliate of such Person, and (ii) with respect to any Investor, any general or
limited partner of such Investor, any employee or owner of any such partner, or
any other Person controlling, controlled by or under common control with such
Investor.
"BOARD" means the Board of Managers established pursuant to Section 5.2 of
the LLC Agreement.
"DEMAND REGISTRATION" has the meaning given to such term in the
Registration Agreement.
"FAMILY GROUP" means a Person's spouse and descendants (whether natural or
adopted), and any trust, family limited partnership, limited liability company
or other entity wholly owned, directly or indirectly, by such Person or such
Person's spouse and/or descendants that is and remains solely for the benefit of
such Person and/or such Person's spouse and/or descendants and any retirement
plan for such Person.
"LLC AGREEMENT" means the Amended and Restated Limited Liability Company
Agreement of Medtech/Denorex, LLC, dated as of the date hereof, as amended or
modified from time to time, among the parties from time to time party thereto.
"PERSON" means an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization, an investment fund, any other business entity and a
governmental entity or any department, agency or political subdivision thereof.
"PIGGYBACK REGISTRATION" has the meaning given to such term in the
Registration Agreement.
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"PUBLIC OFFERING" means the sale in an underwritten public offering
registered under the Securities Act of the equity securities of the Company (or
any successor thereto) approved by the Board.
"PUBLIC SALE" means any sale of Securityholder Securities (i) to the public
pursuant to an offering registered under the Securities Act or (ii) to the
public through a broker, dealer or market maker pursuant to the provisions of
Rule 144 (other than Rule 144(k) prior to a Public Offering) adopted under the
Securities Act.
"REGISTRABLE SECURITIES" has the meaning given to such term in the
Registration Agreement.
"REGISTRATION AGREEMENT" means that certain Registration Rights Agreement,
dated as of the date hereof, by and among the Company, the GTCR Investors and
the other parties thereto, as amended from time to time pursuant to its terms.
"SALE OF THE COMPANY" means any transaction or series of transactions
pursuant to or as a consequence of which any Person or group of related Persons
(other than the Investors and their Affiliates) in the aggregate acquire(s) (i)
equity securities of the Company possessing the voting power (other than voting
rights accruing only in the event of a default, breach or event of
noncompliance) to elect a majority of the Company's board of managers (whether
by merger, liquidation, consolidation, reorganization, combination, sale or
transfer of the Company's equity securities, securityholder or voting agreement,
proxy, power of attorney or otherwise) or (ii) all or substantially all of the
Company's assets determined on a consolidated basis; provided that the term
"Sale of the Company" shall not include a Public Offering.
"SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time.
"SECURITYHOLDER SECURITIES" means (i) any of the Company's Class A
Preferred Units, Class B Preferred Units, or Common Units purchased or otherwise
acquired by any Securityholder, (ii) any Class B Preferred Units or Common Units
issued or issuable upon exercise of the Warrants, (iii) any equity securities
issued or issuable directly or indirectly with respect to the Units referred to
in clauses (i) or (ii) above by way of unit dividend or unit split or in
connection with a combination of units, recapitalization, merger, consolidation
or other reorganization, and (iv) any other units of any class or series of
equity securities of the Company held by a Securityholder. As to any particular
equity securities constituting Securityholder Securities, such Securityholder
Securities will cease to be Securityholder Securities when they have been (x)
effectively registered under the Securities Act and disposed of in accordance
with the registration statement covering them or (y) sold to the public through
a broker, dealer or market maker pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act.
"SENIOR MANAGEMENT AGREEMENTS" means, collectively, those Senior Management
Agreements entered into on the date hereof among the Company, Medtech/Denorex
Management, Inc. a Delaware corporation, and each of Peter C. Mann, Peter
Anderson, Mike Fink, Gerard F. Butler, Richard Thome and Gerard P. Pecoraro or
any other agreements for the
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sale of equity securities between the Company and any employees of the
Company or its Subsidiaries, as approved by the Board.
"SUBORDINATED INDEBTEDNESS" means the indebtedness arising under the Senior
Subordinated Loan Agreement, dated as of the date hereof, by and among
Affiliates of the Company, GTCR Capital Partners and the TCW/Crescent Lenders.
"SUBSIDIARY" means, with respect to any Person, any corporation, limited
liability company, partnership, association, or business entity of which (i) if
a corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers, or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association, or other business entity (other than a corporation), a
majority of partnership or other similar ownership interest thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association, or other business entity
(other than a corporation) if such Person or Persons shall be allocated a
majority of limited liability company, partnership, association, or other
business entity gains or losses or shall be or control any managing director or
general partner of such limited liability company, partnership, association, or
other business entity. For purposes hereof, references to a "SUBSIDIARY" of any
Person shall be given effect only at such times that such Person has one or more
Subsidiaries, and, unless otherwise indicated, the term "SUBSIDIARY" refers to a
Subsidiary of the Company.
"TCW REPRESENTATIVE" shall mean, initially, Timothy P. Costello, and from
to time after the date hereof, any other Person the TCW/Crescent Purchasers and
TCW/Crescent Lenders may designate as his replacement, upon written notice to
the Company in accordance with SECTION 20 hereof.
"TCW/CRESCENT LENDERS" means collectively, TCW/Crescent Mezzanine Partners
III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust III, a
Delaware business trust, and TCW/Crescent Mezzanine Partners III Netherlands,
L.P., a Delaware limited partnership, any of their Affiliates or any investment
fund for whom Trust Company of the West or any Affiliate of Trust Company of the
West acts as an account manager.
"TCW/CRESCENT PURCHASERS" means collectively, TCW/Crescent Mezzanine
Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust
III, a Delaware business trust, and TCW/Crescent Mezzanine Partners III
Netherlands, L.P., a Delaware limited partnership, any of their Affiliates or
any investment fund for whom Trust Company of the West or any Affiliate of Trust
Company of the West acts as an account manager.
"TCW/CRESCENT SECURITIES" means the Securityholder Securities issued to the
TCW/Crescent Purchasers and TCW/Crescent Lenders.
"TRANSFER" means to sell, transfer, assign, pledge or otherwise dispose of
(whether with or without consideration and whether voluntarily or involuntarily
or by operation of law), but
10
<Page>
explicitly excluding exchanges of one class of Securityholder Securities to or
for another class of Securityholder Securities.
"WARRANTS" means the warrants to purchase Common Units and Class B
Preferred Units issued by the Company to GTCR Capital Partners and the
TCW/Crescent Lenders prior to the date hereof, on the date hereof or at any time
in the future.
10. TRANSFERS; TRANSFERS IN VIOLATION OF AGREEMENT. Prior to Transferring
any Securityholder Securities to any person or entity, the Transferring
Securityholder shall cause the prospective transferee to execute and deliver to
the Company, the Investors and the Other Securityholders a counterpart of this
Agreement. Any Transfer or attempted Transfer of any Securityholder Securities
in violation of any provision of this Agreement shall be void, and the Company
shall not record such Transfer on its books or treat any purported transferee of
such Securityholder Securities as the owner of such securities for any purpose.
11. ADDITIONAL SECURITYHOLDERS. In connection with the issuance of any
additional equity securities of the Company, the Company, with the consent of
GTCR Fund VIII, may permit such Person to become a party to this Agreement and
succeed to all of the rights and obligations of a "Securityholder" under this
Agreement by obtaining an executed counterpart signature page to this Agreement,
and, upon such execution, such Person shall for all purposes be a
"Securityholder" party to this Agreement.
12. BOARD OBSERVATION. For so long as the TCW/Crescent Purchasers and
TCW/Crescent Lenders collectively hold no less than 4% of the Common Units
(calculated by including any securities of the TCW/Crescent Purchasers and
TCW/Crescent Lenders exercisable or convertible into Common Units), the Company
shall allow the TCW Representative to be present (whether in person or by
telephone) at all meetings of the Board and all meetings of the Executive
Committee of such Board, if any; provided that, the TCW Representative shall not
be entitled to vote at such meetings; and further provided that, the TCW
Representative shall not be entitled to attend such meetings if the Board
determines that the attendance of the TCW Representative would jeopardize the
attorney-client privilege or if information is being discussed at such meeting
relating to any of the Company's or its Subsidiaries' strategy, negotiating
positions or similar matters relating to any of the TCW/Crescent Purchasers or
TCW/Crescent Lenders. The Company shall send to the TCW Representative all of
the notices, information and other materials that are distributed to the members
of the Board including copies of the minutes of all meetings of the Board and
all notices, information and other materials that are distributed by or to the
members of the Board with respect to the meetings of the Executive Committee of
the Board; provided, however, that, upon the request of the TCW Representative,
the Company shall refrain from sending such notices, information and other
materials to the TCW Representative for so long as the TCW Representative shall
request. If the Company proposes to take any action by written consent in lieu
of a meeting of the Board, the Company shall give notice thereof to the TCW
Representative at the same time and in the same manner as notice is given to the
members of the Board. The TCW/Crescent Purchasers and TCW/Crescent Lenders shall
provide to the Company the identity and address of, or any change with respect
to the identity or address of, the TCW Representative. The Company shall
reimburse the TCW Representative for the reasonable out-of-pocket expenses of
such representative incurred in connection with the attendance at such meetings.
11
<Page>
13. REPRESENTATIONS AND WARRANTIES. Each Securityholder represents and
warrants that (i) this Agreement has been duly authorized, executed and
delivered by such Securityholder and constitutes the valid and binding
obligation of such Securityholder, enforceable in accordance with its terms, and
(ii) such Securityholder has not granted and is not a party to any proxy, voting
trust or other agreement that is inconsistent with, conflicts with or violates
any provision of this Agreement. Except for any proxy, voting trust or other
agreement granted by an Investor to a trustee for the benefit of secured
noteholders pursuant to documents relating to the financing of such Investor, no
holder of Securityholder Securities shall grant any proxy or become a party to
any voting trust or other agreement that is inconsistent with, conflicts with or
violates any provision of this Agreement.
14. AMENDMENT AND WAIVER. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Securityholders unless such modification,
amendment or waiver is approved in writing by the Company and the holders of a
majority of the Common Units; provided that no such amendment or modification
that would adversely affect one class or group of holders of Securityholder
Securities in a manner different than any other class or group of holders of
Securityholder Securities shall be effective against such class or group of
holders of Securityholder Securities without the prior written consent of at
least a majority of such class or group adversely affected thereby; PROVIDED
THAT, any material amendment of SECTIONS 2, 3 or 4 hereof which would adversely
affect the holders of TCW/Crescent Securities in a manner different from the
GTCR Investors (or which would materially benefit the GTCR Investors and not
materially benefit the holders of TCW/Crescent Securities) shall also require
the written consent of the holders of a majority of the TCW/Crescent Securities.
The failure of any party to enforce any of the provisions of this Agreement
shall in no way be construed as a waiver of such provisions and shall not affect
the right of such party thereafter to enforce each and every provision of this
Agreement in accordance with its terms.
15. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
16. ENTIRE AGREEMENT. This Agreement, those documents expressly referred
to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.
17. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and the Securityholders and any
subsequent holders of Securityholder Securities and the respective successors
and assigns of each of them, so long as they hold Securityholder Securities.
12
<Page>
18. COUNTERPARTS. This Agreement may be executed in separate counterparts
(including by means of telecopied signature pages) each of which shall be an
original and all of which taken together shall constitute one and the same
agreement.
19. REMEDIES. The Company and each Securityholder shall be entitled to
enforce their rights under this Agreement specifically to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that the Company and each Securityholder may in
its sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief (without posting
a bond or other security) in order to enforce or prevent any violation of the
provisions of this Agreement.
20. NOTICES. Any notice provided for in this Agreement shall be in writing
and shall be either personally delivered, telecopied (with hard copy sent to the
recipient by reputable overnight courier service (charges prepaid) that same
day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day,
and otherwise on the next business day, or mailed by registered or certified
mail (postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the Company at the address set forth below and to any other
recipient at the address indicated on the schedules hereto and to any subsequent
holder of Securityholder Securities subject to this Agreement at such address as
indicated by the Company's records, or at such address or to the attention of
such other Person as the recipient party has specified by prior written notice
to the sending party. Notices will be deemed to have been given hereunder when
delivered personally, three days after deposit in the U.S. mail and one day
after deposit with a reputable overnight courier service. Such notices, demands
and other communications shall be sent to the Company at the following address:
Medtech/Denorex, LLC
90 North Broadway
Irvington, New York 10533
Attention: Chief Executive Officer
Facsimile: (914) 524-6802
WITH COPIES TO:
GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, IL 60606-6402
Attention: David A. Donnini and Vincent J. Hemmer
Facsimile: (312) 382-2201
Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, IL
Attention: Stephen L. Ritchie, P.C.
Facsimile: (312) 861-2200
13
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21. GOVERNING LAW. The Delaware Limited Liability Company Act shall govern
all issues concerning the relative rights of the Company and its
securityholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits and schedules hereto shall be
governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to any choice of law or other conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.
22. MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION
WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN
OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS
AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY.
23. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
* * * * *
14
<Page>
IN WITNESS WHEREOF, the parties hereto have executed this Securityholders
Agreement on the day and year first above written.
MEDTECH/DENOREX, LLC
By: /S/ AARON S. COHEN
----------------------------------
Name: Aaron S. Cohen
--------------------------------
Title: Secretary
-------------------------------
GTCR FUND VIII, L.P.
By: GTCR Partners VIII, L.P.
Its: General Partner
By: GTCR Golder Rauner II, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
----------------------------------
Name: David A. Donnini
Its: Principal
GTCR FUND VIII/B, L.P.
By: GTCR Partners VIII, L.P.
Its: General Partner
By: GTCR Golder Rauner II, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
----------------------------------
Name: David A. Donnini
Its: Principal
[MEDTECH/DENOREX, LLC: SIGNATURE PAGE TO SECURITYHOLDERS AGREEMENT]
15
<Page>
GTCR CO-INVEST II, L.P.
By: GTCR Golder Rauner II, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
----------------------------------
Name: David A. Donnini
Its: Principal
GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P.
Its: General Partner
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
----------------------------------
Name: David A. Donnini
Its: Principal
TCW/CRESCENT MEZZANINE PARTNERS III,
L.P.
TCW/CRESCENT MEZZANINE TRUST III
TCW/CRESCENT MEZZANINE PARTNERS III
NETHERLANDS, L.P.
By: TCW/Crescent Mezzanine
Management III, L.L.C.,
its Investment Manager
By: TCW Asset Management Company,
its Sub-Advisor
By: /S/ TIMOTHY P. COSTELL
----------------------------------
Name: Timothy P. Costello
Title: Managing Director
/S/ PETER C. MANN
-------------------------------------
Peter C. Mann
[MEDTECH/DENOREX, LLC: SIGNATURE PAGE TO SECURITYHOLDERS AGREEMENT]
16
<Page>
/S/ PETER J. ANDERSON
-------------------------------------
Peter J. Anderson
/S/ MICHAEL A. FINK
-------------------------------------
Michael A. Fink
/S/ GERARD F. BUTLER
-------------------------------------
Gerard F. Butler
[MEDTECH/DENOREX, LLC: SIGNATURE PAGE TO SECURITYHOLDERS AGREEMENT]
17
<Page>
SCHEDULE OF SECURITYHOLDERS
IF TO THE GTCR PURCHASERS:
GTCR Fund VIII, L.P.
GTCR Fund VIII/B, L.P.
GTCR Co-Invest II, L.P.
c/o GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, IL 60606-6402
Attention: David A. Donnini and Vincent J. Hemmer
Facsimile: (312) 382-2201
WITH A COPY TO:
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Attention: Stephen L. Ritchie, P.C.
Facsimile: (312) 861-2200
IF TO GTCR CAPITAL PARTNERS:
GTCR Capital Partners, L.P.
6100 Sears Tower
Chicago, IL 60606-6402
Attention: Barry Dunn
Facsimile: (312) 382-2201
WITH A COPY TO:
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Attention: Stephen L. Ritchie, P.C.
Facsimile: (312) 861-2200
<Page>
IF TO THE TCW/CRESCENT LENDERS AND/OR TCW/CRESCENT PURCHASERS:
TCW/Crescent Mezzanine Partners III, L.P.
TCW/Crescent Mezzanine Trust III
TCW/Crescent Mezzanine Partners III Netherlands, L.P.
c/o TCW/Crescent Mezzanine, L.L.C.
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Timothy P. Costello
Facsimile: (214) 740-7382
WITH A COPY TO:
Gardere Wynne Sewell LLP
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
Attention: Gary B. Clark
Facsimile: (214) 999-4667
Peter C. Mann
P.O. Box 66
Clinton Corners
New York, NY 12514
Facsimile: (914) 524-6811
WITH A COPY TO:
Ford Marrin Witmeyer & Gleser LLP
Wall Street Plaza
New York, NY 10005-1875
Attention: James M. Adrian
Facsimile: (212) 344-4294
Peter J. Anderson
771 Blanch Avenue
Norwood, NJ 07648
Facsimile: (914) 524-6811
<Page>
WITH A COPY TO:
Ford Marrin Witmeyer & Gleser LLP
Wall Street Plaza
New York, NY 10005-1875
Attention: James M. Adrian
Facsimile: (212) 344-4294
Gerard F. Butler
54 Lyons Road
Cold Spring, NY 10516
Facsimile: (914) 524-6811
WITH A COPY TO:
Ford Marrin Witmeyer & Gleser LLP
Wall Street Plaza
New York, NY 10005-1875
Attention: James M. Adrian
Facsimile: (212) 344-4294
Michael A. Fink
68 East Sherbrooke
Livingston, NJ 07039
Facsimile: (914) 524-6811
WITH A COPY TO:
Ford Marrin Witmeyer & Gleser LLP
Wall Street Plaza
New York, NY 10005-1875
Attention: James M. Adrian
Facsimile: (212) 344-4294
OTHER SECURITYHOLDERS: