EXHIBIT 2.2
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VOTING AGREEMENT
BY AND AMONG
UTI CORPORATION,
PINE MERGER CORPORATION
AND
CERTAIN STOCKHOLDERS OF MEDSOURCE TECHNOLOGIES, INC.
DATED AS OF APRIL __, 2004
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VOTING AGREEMENT, dated as of April __, 2004 (this "Agreement"), by and
among UTI Corporation, a Maryland corporation ("Parent"), Pine Merger
Corporation, a Delaware corporation formed for the purpose of effecting the
Merger (as defined below) ("Merger Sub"), and the parties listed on Annex A
hereto (each, a "Stockholder" and collectively, the "Stockholders").
WHEREAS, simultaneously with the execution of this Agreement, Medical
Device Manufacturing, Inc., a Colorado corporation and a wholly owned subsidiary
of Parent ("Purchaser"), Merger Sub and MedSource Technologies, Inc., a Delaware
corporation (the "Company"), are entering into an Agreement and Plan of Merger
(the "Merger Agreement") (with all capitalized terms used but not defined herein
having the meanings set forth in the Merger Agreement), pursuant to which Merger
Sub will merge with and into the Company, with the Company continuing as the
surviving corporation and a wholly owned subsidiary of Purchaser (the "Merger"),
which Merger Agreement has been approved by the Boards of Directors of the
Company, Parent, Merger Sub and Purchaser;
WHEREAS, each Stockholder owns the number of shares of Common Stock set
forth opposite such Stockholder's name on Annex A hereto (such shares of Common
Stock, together with any other shares of capital stock of the Company acquired
by such Stockholder after the date hereof and during the term of this Agreement,
including any shares issued upon the exercise of any warrants or options, the
conversion of any convertible securities or otherwise, being collectively
referred to herein as the "Subject Shares");
WHEREAS, upon completion of the transactions contemplated by the Merger
Agreement, the Subject Shares will be converted into the right to receive the
Merger Consideration; and
WHEREAS, as a condition to the willingness of Purchaser and Merger Sub
to enter into the Merger Agreement, Purchaser has required that each Stockholder
agree and, in order to induce Purchaser and Merger Sub to enter into the Merger
Agreement, each Stockholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and intending to be legally bound, the parties hereto agree as
follows:
ARTICLE 1.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder, severally and not jointly, hereby represents and
warrants to Parent and Merger Sub as follows:
SECTION 1.1. ORGANIZATION. If such Stockholder is not an individual,
such Stockholder is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization. If such Stockholder is an
individual, such Stockholder is a natural Person residing in the United States.
SECTION 1.2. AUTHORITY. If such Stockholder is not an individual, such
Stockholder has all necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated by this Agreement to be consummated by such
Stockholder, all without the need for consent from any other Person. If such
Stockholder is an individual, such Stockholder has the capacity to execute and
deliver this Agreement, to perform such Stockholder's obligations hereunder and
to consummate the transactions contemplated by this Agreement to be consummated
by such Stockholder, all without the need for spousal or other consent. If such
Stockholder is not an individual, the execution and delivery of this Agreement
by such Stockholder and the consummation by it of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate, limited
liability company, partnership or other ownership action and no other
proceedings on the part of such Stockholder and no stockholder or other votes or
similar consents are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been validly executed and
delivered by such Stockholder and constitutes a legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms (except as enforceability may be limited by
bankruptcy, insolvency or other laws affecting the enforcement of creditors'
rights generally, and except that the
availability of the remedy of specific performance or other equitable relief is
subject to the discretion of the court before which any proceedings may be
brought).
SECTION 1.3. THE SUBJECT SHARES. Except as set forth on Annex A hereto,
such Stockholder is the sole record and beneficial owner of the Subject Shares
set forth opposite such Stockholder's name on Annex A hereto. As of the date of
this Agreement, such Stockholder does not own, of record or beneficially, any
shares of capital stock of the Company (or rights to acquire any such shares)
other than the Subject Shares set forth opposite such Stockholder's name on
Annex A hereto. Except as set forth on Annex A hereto, such Stockholder has, and
will have through and including the Effective Time, (a) the sole right to vote,
(b) the sole power of disposition, (c) the sole power to issue instructions with
respect to the matters set forth in Articles 3, 4 and 5 hereof, (d) the sole
power to demand dissenters' rights and (e) the sole power to agree to all of the
matters set forth in this Agreement, in each case with respect to all of such
Stockholder's Subject Shares with no limitations, qualifications or restrictions
on such rights, subject to applicable federal securities laws and the terms of
this Agreement. Except for this Agreement, such Stockholder's Subject Shares are
free and clear of any pledge, lien, security interest, mortgage, charge, claim,
equity, option, proxy, voting restriction, voting trust, adverse claim of
ownership or other agreement, arrangement, limitation or restriction with
respect to the voting or disposition of such Subject Shares; provided, however,
that the failure of this representation to be true and correct in all respects
shall not be a breach of this Agreement if such failure does not, in any manner,
impair or the delay the ability of such Stockholder to perform its obligations
under this Agreement.
SECTION 1.4. NO CONFLICTS. The execution and delivery of this Agreement
by such Stockholder do not, and the performance of this Agreement by such
Stockholder will not, (a) if such Stockholder is not an individual, conflict
with or violate any provision of the certificate or articles of incorporation or
bylaws, trust agreement or other similar documents relating to a trust or any
equivalent organizational documents of such Stockholder, (b) to such
Stockholder' knowledge, conflict with or violate any Law applicable to such
Stockholder or by which any property or asset of such Stockholder is bound or
affected, (c) require any consent or approval under, result in any breach of, or
loss of any benefit under, or constitute a change of control or default (or any
event which with notice or lapse of time or both would become a default) under,
or give to others any right of termination, vesting, amendment, acceleration or
cancellation of, or result in the creation of a lien or other encumbrance on any
property or asset of such Stockholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit or other instrument or
obligation to which such Stockholder is a party; provided, however, that the
failure of this representation to be true and correct in all respects shall not
be a breach of this Agreement if such failure does not, in any manner, impair or
the delay the ability of such Stockholder to perform its obligations under this
Agreement. The execution and delivery of this Agreement by such Stockholder does
not, and the performance of this Agreement by such Stockholder will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Entity or other Person, except such as may be
required under the Exchange Act and the rules and regulations of the SEC
promulgated thereunder; provided, however, that the failure of this
representation to be true and correct in all respects shall not be a breach of
this Agreement if such failure does not, in any manner, impair or the delay the
ability of such Stockholder to perform its obligations under this Agreement.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Each of Parent and Merger Sub, jointly and severally, hereby represents
and warrants to each Stockholder as follows:
SECTION 2.1. ORGANIZATION. Parent is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland.
Merger Sub is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.
SECTION 2.2. AUTHORITY. Each of Parent and Merger Sub has all necessary
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated by
this Agreement to be consummated by Parent and Merger Sub, respectively. The
execution and delivery of this Agreement by Parent and Merger Sub and the
consummation by Parent and Merger Sub of the transactions contemplated hereby
have been duly and validly authorized by all necessary corporate action
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and no other corporate proceedings on the part of Parent or Merger Sub and no
stockholder votes are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly authorized and
validly executed and delivered by Parent and Merger Sub and constitutes a legal,
valid and binding obligation of Parent and Merger Sub, enforceable against
Parent and Merger Sub in accordance with its terms (except as enforceability may
be limited by bankruptcy, insolvency or other laws affecting the enforcement of
creditors' rights generally, and except that the availability of the remedy of
specific performance or other equitable relief is subject to the discretion of
the court before which any proceedings may be brought).
ARTICLE 3.
AGREEMENT TO VOTE
Each Stockholder, severally and not jointly, agrees that:
SECTION 3.1. AGREEMENT TO VOTE IN FAVOR OF THE ADOPTION OF THE MERGER
AGREEMENT. During the period commencing on the date of this Agreement and ending
on the Expiration Date (as defined below), at any meeting of stockholders of the
Company called to vote upon the Merger Agreement (as amended from time to time)
and the transactions contemplated thereby, however called, or at any adjournment
thereof or in connection with any written consent of the holders of Common Stock
or in any other circumstances upon which a vote, consent or other approval with
respect to the Merger Agreement and the transactions contemplated thereby is
sought, such Stockholder shall be present (in Person or by proxy) and shall vote
(or cause to be voted) all Subject Shares then owned by such Stockholder (i) in
favor of the Merger and adoption of the Merger Agreement and the transactions
contemplated thereby and (ii) in favor of any other matter necessary for the
consummation of the transactions contemplated by the Merger Agreement. Each
Stockholder acknowledges receipt and review of a copy of the Merger Agreement.
SECTION 3.2. AGREEMENT TO VOTE AGAINST ACQUISITION PROPOSALS. During
the period commencing on the date of this Agreement and ending on the Expiration
Date, at any meeting of stockholders of the Company, however called, or at any
adjournment thereof or in connection with any written consent of the holders of
Common Stock or in any other circumstances upon which a vote, consent or other
approval is sought, such Stockholder shall be present (in Person or by proxy)
and shall vote (or cause to be voted) all Subject Shares then owned by such
Stockholder against any of the following (to the extent such a vote, consent or
approval is sought): (a) any Acquisition Proposal or other extraordinary
corporate transaction involving the Company or its Subsidiaries (other than the
Merger); (b) a sale, lease, license or transfer of a material amount of assets
of the Company or its Subsidiaries or a reorganization, recapitalization,
dissolution, winding up or liquidation of the Company or its Subsidiaries; (c)
any change in the management or board of directors of the Company, except as
contemplated by the Merger Agreement or otherwise agreed to in writing by
Purchaser; (d) any material change in the present capitalization or dividend
policy of the Company; (e) any material change in the Company's corporate
structure, business, certificate of incorporation or bylaws (each as currently
in effect); or (f) any action or agreement that would, to such Stockholder's
knowledge, result in a breach of any representation, warranty, covenant,
agreement or other obligation of the Company under the Merger Agreement or which
could result in any of the conditions to the Company's obligations under the
Merger Agreement not being fulfilled.
ARTICLE 4.
GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY
SECTION 4.1. GRANT OF PROXY. Each Stockholder hereby irrevocably grants
to and appoints Parent and its successors and assigns, such Stockholder's proxy
and attorney-in-fact (with full power of substitution and resubstitution), for
and in the name, place and stead of such Stockholder, to vote such Stockholder's
Subject Shares, or grant a consent or approval in respect of such Subject
Shares, (a) in favor of the Merger and adoption of the Merger Agreement and the
transactions contemplated thereby and (b) against any of the following (to the
extent such a vote, consent or approval is sought): (i) any Acquisition Proposal
or other extraordinary corporate transaction involving the Company or its
Subsidiaries (other than the Merger); (ii) a sale, lease, license or transfer of
a material amount of assets of the Company or its Subsidiaries or a
reorganization, recapitalization, dissolution, winding up or liquidation of the
Company or its Subsidiaries; (iii) any change in the board of directors of the
Company, except as contemplated by the Merger Agreement or otherwise agreed to
in writing by Purchaser; (iv) any material change in the present capitalization
or dividend policy of the Company; (v) any material change in the Company's
corporate
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structure, business, certificate of incorporation or bylaws (each as currently
in effect) or (vi) any action or agreement that would, to such Stockholder's
knowledge, result in a breach of any representation, warranty, covenant,
agreement or other obligation of the Company under the Merger Agreement or which
could result in any of the conditions to the Company's obligations under the
Merger Agreement not being fulfilled.
SECTION 4.2. REVOCATION OF PRIOR PROXIES. Each Stockholder represents
that any proxies heretofore given in respect of such Stockholder's Subject
Shares with respect to matters covered by this Agreement are revocable, that
such Stockholder has taken any and all action necessary to revoke all such
proxies, and that all such proxies are hereby revoked.
SECTION 4.3. IRREVOCABLE PROXY COUPLED WITH AN INTEREST. Such
Stockholder hereby affirms that the irrevocable proxy set forth in this Article
4 is intended to secure the obligations of the Stockholder under Article 3
hereof, given to induce the Purchaser to enter into the Merger Agreement and
coupled with an interest, and may under no circumstances be revoked until its
termination upon the Expiration Date. Such Stockholder hereby ratifies and
confirms all that such proxy may lawfully do or cause to be done by virtue
hereof. Such irrevocable proxy is executed and intended to be irrevocable in
accordance with the provisions of Section 212(e) of the DGCL.
SECTION 4.4. COMPANY'S ACCEPTANCE OF PROXY. Each Stockholder covenants
to take any and all action necessary or appropriate to assure that the Company
or inspector of elections, as applicable, will accept and give effect to the
irrevocable proxy appointment set forth in this Article 4, including, without
limitation, delivery of this executed Agreement to any inspector of elections,
officer or agent of the Company authorized to tabulate votes.
ARTICLE 5.
COVENANTS AND AGREEMENTS
SECTION 5.1. RESTRICTION ON TRANSFER. Each Stockholder agrees not (a)
to sell, transfer, pledge, encumber, assign or otherwise dispose of
(collectively, "Transfer"), or enter into any contract, option or other
arrangement or understanding with respect to the Transfer by such Stockholder
of, any of the Subject Shares or offer any interest in any thereof to any Person
other than pursuant to the terms of the Merger, provided that, however, each
Stockholder may sell such number of Subject Shares as required to satisfy any
tax obligation arising out of the vesting of restricted stock awards, (b) to
enter into any voting arrangement or understanding, whether by proxy, power of
attorney, voting agreement, voting trust or otherwise with respect to the
Subject Shares in connection with any Acquisition Proposal and agrees not to
commit or agree to take any of the foregoing actions or (c) take any action that
would make any representation or warranty of such Stockholder contained herein
untrue or incorrect or have the effect of preventing or disabling such
Stockholder from performing such Stockholder's obligations under this Agreement.
SECTION 5.2. NO SOLICITATION OF ALTERNATIVE TRANSACTIONS. Each
Stockholder agrees to be bound by the following provisions of Section 7.10 of
the Merger Agreement to the same extent that the Company is bound (inserting the
term "such Stockholder" in lieu of the term "the Company" in each instance that
the term "the Company" appears in the applicable provision of Section 7.10 of
the Merger Agreement) as if such provisions were restated herein in their
entirety: (i) the first sentence of Section 7.10(a); (ii) the first sentence of
Section 7.10(b), but excluding the proviso contained therein and the exception
contained in clause (iii) of Section 7.10(b); and (iii) the first two sentences
of Section 7.10(c). Each Stockholder also agrees (x) not to enter into any
agreement, arrangement or understanding requiring the Company to abandon,
terminate or fail to consummate the Merger or any other transaction contemplated
by this Agreement or the Merger Agreement, and (y) to promptly request that all
confidential information furnished by such Stockholder with respect to any
discussions or negotiations relating to any matter covered by clause (i) of the
preceding sentence be returned.
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SECTION 5.3. FURTHER ASSURANCES. Each Stockholder shall, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further consents, documents and other instruments and shall take
all such other action as Parent and Merger Sub may reasonably request for the
purpose of effectively carrying out the transactions contemplated by this
Agreement.
SECTION 5.4. WAIVER OF DISSENTER'S RIGHTS. Each Stockholder agrees that
it will not exercise any rights to dissent from the Merger or demand payment of
its respective Subject Shares pursuant to Section 262 of the DGCL or any other
similar provisions of law in connection with the Merger.
SECTION 5.5. DISCLOSURE. Each Stockholder hereby authorizes Purchaser,
Merger Sub and the Company to publish and disclose in the Proxy Statement (and
all other documents and schedules filed with the SEC in connection with the
Merger) its identity and ownership of the Subject Shares and the nature of its
commitments, arrangements and understandings under this Agreement.
ARTICLE 6.
GENERAL PROVISIONS
SECTION 6.1. TERMINATION. This Agreement, and all obligations,
agreements and waivers hereunder, will terminate and be of no further force and
effect on the earliest of (a) unanimous consent of the parties hereto, (b) such
date and time as the Merger Agreement is terminated in accordance with its
terms, and (c) the Effective Time (the "Expiration Date"); provided, however,
that nothing herein shall relieve any party from liability for any breach
hereof. Without limiting the generality of the foregoing, the proxy appointment
set forth in Article 4 shall remain in full force and effect until this
Agreement is terminated in accordance with this Section 6.1.
SECTION 6.2. BOARD OF DIRECTORS ACTION. No action taken by the Board of
Directors of the Company (other than termination of the Merger Agreement in
accordance with its terms) shall modify, alter, change or otherwise affect the
obligations of any Stockholder hereunder.
SECTION 6.3. STOCKHOLDER CAPACITY. No Person executing this Agreement
who is or becomes during the term hereof a director or officer of the Company
makes any agreement or understanding herein in his or her capacity as such
director or officer. Each Stockholder signs solely in its capacity as the record
holder and beneficial owner of such Stockholder's Subject Shares and nothing in
this Agreement shall limit or affect the duties of or any actions taken by any
Stockholder in his or her capacity as an officer or director of the Company to
the extent consistent with the Merger Agreement. This Section 6.3 shall survive
termination of this Agreement.
SECTION 6.4. ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to the remedy of
specific performance of such provisions and to an injunction or injunctions
and/or such other equitable relief as may be necessary to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of competent jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.
SECTION 6.5. STOP TRANSFER ORDER; LEGEND. In furtherance of this
Agreement, concurrently herewith, each Stockholder shall, and hereby does
authorize the Company to, notify the Company's transfer agent that there is a
stop transfer order with respect to all of the Subject Shares (and that this
Agreement places limits on the voting and transfer of such shares). If requested
by Merger Sub, each Stockholder agrees as promptly as is reasonably practicable
to apply a legend to all certificates representing the Subject Shares referring
to the rights granted to Parent and Merger Sub pursuant to this Agreement.
SECTION 6.6. ADJUSTMENTS TO PREVENT DILUTION, ETC. In the event of a
stock dividend or distribution, or any change in the Company's capital stock by
reason of any stock dividend, split-up, reclassification, recapitalization,
combination or the exchange of shares, the term "Subject Shares" shall be deemed
to refer to and include the Subject Shares as well as all such stock dividends
and distributions and any shares into which or for which any or all of the
Subject Shares may be changed or exchanged.
SECTION 6.7. AMENDMENTS. This Agreement may not be modified, altered,
supplemented or amended except by an instrument in writing signed by each of the
parties hereto.
SECTION 6.8. NOTICE. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to Parent
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(c/o Purchaser) or Merger Sub, or to the Stockholders at their respective
addresses set forth in Annex A hereto (or to such other address as any party may
have furnished to the other parties in writing), in accordance with Section 10.2
of the Merger Agreement.
SECTION 6.9. INTERPRETATION. When a reference is made in this Agreement
to Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
SECTION 6.10. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been signed
by each of the parties and delivered to the other party, it being understood
that each party need not sign the same counterpart.
SECTION 6.11. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of Law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the transactions contemplated hereby are fulfilled to the extent
possible.
SECTION 6.12. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement (including, without limitation, the documents and instruments referred
to herein) (a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and (b) is not intended to confer upon any
Person other than the parties hereto and the proxies appointed in Section 4.1
any rights or remedies hereunder.
SECTION 6.13. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
SECTION 6.14. COSTS AND EXPENSES. All costs and expenses incurred in
connection with this Agreement and the consummation of the transactions
contemplated hereby shall be paid by the party incurring such expenses.
SECTION 6.15. MULTIPLE STOCKHOLDERS. All representations, warranties,
covenants and agreements of the Stockholders in this Agreement are several and
not joint, and solely relate to matters involving the subject Stockholder and
not the other Stockholders.
SECTION 6.16. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS
VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.16.
SECTION 6.17. CONSENT TO JURISDICTION. Except as otherwise expressly
provided in this Agreement, the parties hereto agree that any suit, action or
proceeding seeking to enforce any provision of, or based
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on any matter arising out of or in connection with, this Agreement or the
transactions contemplated hereby shall be brought exclusively in the Court of
Chancery of the State of Delaware, County of New Castle or, if such court does
not have jurisdiction over the subject matter of such proceeding or if such
jurisdiction is not available, in the United States District Court for the
District of Delaware, and each of the parties hereby consents to the exclusive
jurisdiction of those courts (and of the appropriate appellate courts therefrom)
in any suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by Law, any objection which it may now or hereafter have to the laying
of the venue of any suit, action or proceeding in any of those courts or that
any suit, action or proceeding which is brought in any of those courts has been
brought in an inconvenient forum. Process in any suit, action or proceeding may
be served on any party anywhere in the world, whether within or without the
jurisdiction of any of the named courts. Without limiting the foregoing, each
party agrees that service of process on it by notice as provided in Section 6.8
shall be deemed effective service of process.
(Signature Pages Follow)
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IN WITNESS WHEREOF, Parent, Merger Sub and each Stockholder have caused
this Voting Agreement to be signed individually or by their respective officers,
as applicable, thereunto duly authorized as of the date first written above.
UTI CORPORATION
By:
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Name:
-----------------------------------
Title:
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PINE MERGER CORPORATION
By:
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Name:
-----------------------------------
Title:
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[STOCKHOLDERS]
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
[OR]
Name:
-----------------------------------
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ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Richard J. Effress (1) 5,027
(1) Mr. Effress may also be deemed to be the beneficial owner of (1) 624,834
shares of common stock (which include 201,666 shares of restricted stock)
owned by a family limited partnership, the general partner of which is a
limited liability company in which Mr. Effress's spouse holds a majority
interest and Mr. Effress holds a minority interest, and the limited
partners of which are Mr. Effress's spouse and a trust and (2) 3,724 shares
of common stock owned by a trust established for the benefit of Mr.
Effress's children. The address of Mr. Effress is c/o MedSource
Technologies, Inc., 110 Cheshire Lane, Suite 100, Minneapolis, Minnesota
55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Joseph Ciffolillo(2) 17,694
(2) Mr. Ciffolillo may also be deemed to be the beneficial owner of 28,178
shares of common stock owned by River Edge Partners, Inc. The address of
Mr. Ciffolillo is c/o MedSource Technologies, Inc., 110 Cheshire Lane,
Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Paul E. Fulchino(3) 5,896
(3) The address of Mr. Fulchino is c/o MedSource Technologies, Inc., 110
Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
John Galiardo(4) 46,305
(4) The address of Mr. Galiardo is 56 Crooked Tree Lane, Princeton, New Jersey
08540.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
William J. Kidd(5) 15,390
(5) Mr. Kidd may also be deemed to be the beneficial owner of (1) 725,593
shares of common stock that are owned by Mr. Kidd's spouse; (2) 665,098
shares of common stock owned by a trust for the benefit of Mr. Kidd's
spouse and descendants; and (3) 806,990 shares of common stock owned by
certain trusts established for the benefit of Mr. Kidd's children. The
address of Mr. Kidd is c/o MedSource Technologies, Inc., 110 Cheshire Lane,
Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
William J. Kullback(6) 109,053
(6) The address of Mr. Kullback is c/o MedSource Technologies, Inc., 110
Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
T. Michael Long(7) 17,694
(7) Mr. Long, a general partner of Brown Brothers Harriman & Co., which is the
general partner of The 1818 Fund III, L.P., may also be deemed to be the
beneficial owner of the 3,418,366 shares held of record by The 1818 Fund
III, L.P. due to his role as co-manager of The 1818 Fund III, L.P. The
address of Mr. Long is 59 Wall Street, New York, New York 10005.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Ross W. Manire(8) 30,718
(8) Mr. Manire, as director and officer of Odyssey Corp., the general partner
of Manire Limited Partnership, may also be deemed to be the beneficial
owner of the 48,833 shares of common stock owned by the Manire Limited
Partnership. The address of Mr. Manire is c/o MedSource Technologies, Inc.,
110 Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Carl S. Sloane(9) 32,006
(9) The address of Mr. Sloane is c/o MedSource Technologies, Inc., 110 Cheshire
Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
The 1818 Fund III, L.P.(10) 3,418,366
(10) Brown Brothers Harriman & Co., which is the general partner of The 1818
Fund III, L.P., and the co-managers of The 1818 Fund III, L.P. (one of whom
is T. Michael Long) may be deemed to share beneficial ownership of the
3,418,366 shares of common stock owned by The 1818 Fund III, L.P. The
address of The 1818 Fund III, L.P. is 59 Wall Street, New York, New York
10005.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Dean Schauer(11) 3,304
(11) The address of Mr. Schauer is c/o MedSource Technologies, Inc., 110
Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Manire Limited Partnership(12) 48,833
(12) Odyssey Corp., the general partner of Manire Limited Partnership, and Ross
W. Manire as director and officer of Odyssey Corp., may also be deemed to
share the beneficial ownership of the 48,833 shares of common stock owned
by the Manire Limited Partnership. The address of the Manire Limited
Partnership is c/o MedSource Technologies, Inc., 110 Cheshire Lane, Suite
100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Rolf Dahl(13) 86,560
(13) The address of Mr. Dahl is c/o MedSource Technologies, Inc., 110 Cheshire
Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Daniel C. Croteau(14) 109,793
(14) The address of Mr. Croteau is c/o MedSource Technologies, Inc., 110
Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
William G. Ellerkamp(15) 10,356
(15) The address of Mr. Ellerkamp is c/o MedSource Technologies, Inc., 110
Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Ralph M. Polumbo(16) 94,969
(16) The address of Mr. Polumbo is c/o MedSource Technologies, Inc., 110
Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
R. Richard Snider(17) 181,343
(17) The address of Mr. Snider is c/o MedSource Technologies, Inc., 110 Cheshire
Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Carla G. Kidd(18) 725,593
(18) Mrs. Kidd may also be deemed to be the beneficial owner of (1) 665,098
shares of common stock owned by a trust for the benefit of Mrs. Kidd and
her spouse's descendants; and (2) 806,990 shares of common stock owned by
certain trusts established for the benefit of Mrs. Kidd's children. Mrs.
Kidd's address c/o Kidd & Company, LLC, Three Pickwick Plaza, Greenwich,
Connecticut 06830.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
River Edge Partners, Inc.(19) 28,178
(19) Joseph Ciffolillo may also be deemed to share beneficial ownership of the
28,178 shares of common stock owned by River Edge Partners, Inc. The
address of River Edge Partners, Inc is c/o MedSource Technologies, Inc.,
110 Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Sand Dollar Partners, L.P.(20) 624,834
(20) Sand Dollar Partners, LLC, as general partner of Sand Dollar Partners, L.P.
and Jessica Effress, as manager of Sand Dollar Partners, LLC, may be deemed
to share beneficial ownership of the 624,834 shares of common stock owned
by Sand Dollar Partners, L.P. The address of Sand Dollar Partners, L.P. is
c/o MedSource Technologies, Inc., 110 Cheshire Lane, Suite 100,
Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Catherine M. Kidd Trust(21) 210,612
(21) William J. Kidd and Carla G. Kidd may also be deemed to share beneficial
ownership of the shares owned by the Catherine M. Kidd Trust. The address
of the Catherine M. Kidd Trust is c/o MedSource Technologies, Inc., 110
Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Cara E. Kidd Trust(22) 220,163
(22) William J. Kidd and Carla G. Kidd may also be deemed to share beneficial
ownership of the Cara E. Kidd Trust. The address of the Cara E. Kidd Trust
is c/o MedSource Technologies, Inc., 110 Cheshire Lane, Suite 100,
Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Thomas C. Kidd Trust(23) 220,163
(23) William J. Kidd and Carla G. Kidd may also be deemed to share beneficial
ownership of the Thomas C. Kidd Trust. The address of the Thomas C. Kidd
Trust is c/o MedSource Technologies, Inc., 110 Cheshire Lane, Suite 100,
Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Richard J. Effress Family Trust(24) 3,724
(24) Richard J. Effress and Jessica Effress may also be deemed to share
beneficial ownership of 3,724 shares of common stock owned by the Richard
J. Effress Family Trust. The address of the Richard J. Effress Family Trust
is c/o MedSource Technologies, Inc., 110 Cheshire Lane, Suite 100,
Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Catherine M. Kidd Grantor Trust(25) 9,551
(25) William J. Kidd and Carla G. Kidd may also be deemed to share beneficial
ownership of the shares owned by the Catherine M. Kidd Grantor Trust. The
address of the Catherine M. Kidd Grantor Trust is c/o MedSource
Technologies, Inc., 110 Cheshire Lane, Suite 100, Minneapolis, Minnesota
55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
William J. Kidd Grantor Trust(26) 146,501
(26) William J. Kidd and Carla G. Kidd may also be deemed to share beneficial
ownership of the shares owned by the William J. Kidd Grantor Trust. The
address of the William J. Kidd Grantor Trust is c/o MedSource Technologies,
Inc., 110 Cheshire Lane, Suite 100, Minneapolis, Minnesota 55305.
ANNEX A
NUMBER OF
NAME SUBJECT SHARES
---- --------------
Mohegan Investments, LLC(27) 665,098
(27) William J. Kidd and Carla G. Kidd may also be deemed to share beneficial
ownership of the shares owned by Mohegan Investments, LLC. The address of
Mohegan Investments, LLC is c/o MedSource Technologies, Inc., 110 Cheshire
Lane, Suite 100, Minneapolis, Minnesota 55305.