EXHIBIT 10.1
Dated as of October 7, 2010
Cecile M. Draime
Jeffrey P. Draime
Scott N. Draime
Rebecca N. Gang
Re: | Stoneridge, Inc. – Secondary Offering of Common Shares |
Ladies and Gentlemen:
This letter is to clarify and confirm our understanding with regard to your obligation to pay directly, or reimburse, Stoneridge, Inc. (the “Company”) for fees and expense incurred by the Company in connection with the contemplated secondary offering of Common Shares of the Company (the “Offering”) held by you.
You agree, jointly and severally, to pay for (or reimburse the Company for the payment of) all fees and expenses incurred by the Company in connection with the Offering, including, but not limited to, (i) underwriting discounts and commissions, (ii) all fees and expenses incident to the Company’s performance under or compliance with any applicable underwriting or purchase agreement, (iii) all registration and filing fees (including all Securities and Exchange Commission registration fees and FINRA filing fees), (iv) fees and expenses of complying with securities and blue sky laws, (v) printing expenses, (vi) costs of distributing any prospectuses in preliminary and final form as well as supplements thereto, and (vii) fees and expenses of the Company’s counsel, accountants and other persons reasonably retained by the Company. In addition, you will pay all fees and expenses of your legal counsel(s).
Notwithstanding the foregoing, the Company agrees that you will not pay, and the Company will not seek payment or reimbursement from you for fees and expenses (including fees and expenses of Company counsel, accountants and other persons retained by the Company) relating to work previously done or materials previously prepared and/or used other than in connection with the Offering (whether such work or materials was done, prepared or used in connection with the Company’s recent refinancing transactions or otherwise) which work or materials are also used in connection with the Offering.
Delivery of an executed counterpart of a signature page of this letter by facsimile transmission or electronic mail (including .pdf) shall be effective as delivery of a manually executed counterpart.
[Signature pages follows.]
Please acknowledge your concurrence with the foregoing by countersigning this letter in the space provided below and returning a signed copy to the undersigned.
Very truly yours, | ||
STONERIDGE, INC. | ||
By: | /s/ John C. Corey | |
Name: | John C. Corey | |
Title: | President and Chief Executive Officer |
Acknowledged and confirmed:
/s/ Cecile M. Draime | /s/ Jeffrey P. Draime | |
Cecile M. Draime, Trustee under the | Jeffrey P. Draime, Trustee under the | |
David M. Draime Irrevocable Trust Under | Jeffrey P. Draime Living Trust dated | |
Agreement dated June 4, 2003 | December 28, 1990, as amended | |
/s/ Jeffrey P. Draime | /s/ Jeffrey P. Draime | |
Jeffrey P. Draime, Successor Trustee under the | Jeffrey P. Draime, Trustee under the Scott N. | |
D. Max Draime Dynasty Trust Under Agreement | Draime Dynasty Trust Under Agreement | |
dated April 10, 1995 for the benefit of | dated December 23, 1996 for the benefit of | |
Scott N. Draime | Elizabeth Draime | |
/s/ Jeffrey P. Draime | /s/ Jeffrey P. Draime | |
Jeffrey P. Draime, Trustee under the Scott N. | Jeffrey P. Draime, Trustee under the Scott N. | |
Draime Dynasty Trust Under Agreement | Draime Dynasty Trust Under Agreement | |
dated December 23, 1996 for the benefit of | dated December 23, 1996 for the benefit of | |
Stephanie Draime | Jennifer Draime | |
/s/ Jeffrey P. Draime | /s/ Jeffrey P. Draime | |
Jeffrey P. Draime, Trustee under the Scott N. | Jeffrey P. Draime, Successor Trustee under | |
Draime Dynasty Trust Under Agreement | the Rebecca M. Gang Dynasty Trust Under | |
dated December 23, 1996 for the benefit of | Agreement dated March 28, 1997 for the | |
Alexandra Draime | benefit of Hannah Marie Gang |
Side Letter Relating to Expenses in the
Secondary Offering of Stoneridge, Inc. Common Shares
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/s/ Jeffrey P. Draime | /s/ Rebecca M. Gang | |
Jeffrey P. Draime, Successor Trustee under | Rebecca M. Gang | |
the Rebecca M. Gang Dynasty Trust Under | ||
Agreement dated March 28, 1997 for the | ||
benefit of Sarah Irene Gang | ||
/s/ Scott N. Draime | /s/ Scott N. Draime | |
Scott N. Draime, Successor Trustee under | Scott N. Draime, Successor Trustee under | |
the D. Max Draime Dynasty Trust Under | the D. Max Draime Dynasty Trust Under | |
Agreement dated April 10, 1995 for the | Agreement dated April 10, 1995 for the | |
benefit of Jeffrey P. Draime | benefit of Rebecca M. Gang | |
/s/ Scott N. Draime | /s/ Scott N. Draime | |
Scott N. Draime, Trustee under the | Scott N. Draime, Trustee under the | |
Jeffrey P. Draime Dynasty Trust Under | Jeffrey P. Draime Dynasty Trust Under | |
Agreement dated December 23, 1996 | Agreement dated December 23, 1996 | |
for the benefit of David Alexander Draime | for the benefit of Lilia Christine Draime | |
/s/ Scott N. Draime | /s/ Scott N. Draime | |
Scott N. Draime, Trustee under the | Scott N. Draime, Trustee under the | |
Jeffrey P. Draime Dynasty Trust Under | Jeffrey P. Draime Dynasty Trust Under | |
Agreement dated December 23, 1996 | Agreement dated December 23, 1996 | |
for the benefit of Mary Cecile Draime | for the benefit of Joseph Richard Draime |
Side Letter Relating to Expenses in the
Secondary Offering of Stoneridge, Inc. Common Shares
- 3 -