EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
March 30, 1999
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The parties to this agreement are MedSource Technologies, Inc. a Delaware
corporation (the "Company"), and each of the other individuals or entities
executing a signature page to this agreement (collectively, the "Stockholders").
Simultaneously with the execution and delivery of this agreement, the
Stockholders are acquiring shares of the Company's common stock, par value $.01
per share (the "Common Stock"), and/or shares of the Company's series A
preferred stock, par value $.01 per share ("Series A Preferred Stock"), which is
convertible into shares of the Company's Common Stock. All of the shares of
Common Stock that any Stockholder may now own or may acquire by conversion of
his, her or its shares of Series A Preferred Stock, as applicable, are the only
shares of capital stock of the Company entitled to the rights and benefits, and
subject to the terms and conditions, of this agreement, and are collectively
referred to herein as the "Shares."
Subject to the terms and conditions set forth in that certain stockholders
agreement dated this date between the parties (the "Stockholders Agreement"),
the Company desires to provide to the Stockholders certain rights regarding the
registration of the Shares, all upon the terms and conditions set forth below.
It is therefore agreed as follows:
1. Piggyback Registration.
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1.1 Right to Include Registrable Securities.
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(a) Subject to section 1.1(b), if the Company at any time proposes to
register any of its securities under the Securities Act (as defined below) by
registration on Forms SB-2, S-1, S-2, S-3 (but not Forms S-4 or S-8) or any
successor or similar form(s) (except registrations of securities in connection
with (i) an employee benefit plan or dividend reinvestment plan or a merger,
consolidation or other business combination, (ii) debt securities that are not
convertible into Common Stock, or (iii) the Company's initial public offering),
whether or not for sale for its own account, it shall, each such time, give
written notice to the Holders (as defined below) of its intention to do so and
of the Holders' rights under this section 1 at least 20 days prior to the filing
of a registration statement with respect to such registration with the
Commission (as defined below). Upon the written request of any Holder made
within 10 days after the receipt of that notice, which request shall specify the
Registrable Securities (as defined below) intended to be registered and disposed
of by such Holder, the Company shall, subject to the provisions hereof, use its
best efforts to effect the registration under the Securities Act of all
Registrable Securities that the Company has been so requested to register by
such Holder.
(b) If, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register or to delay
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registration of such securities, the Company may, at its election, give written
notice of such determination to each Holder and upon giving that notice (i) in
the case of a determination not to register, the Company shall be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but not from any obligation of the Company to pay the Registration
Expenses (as defined below) in connection therewith), without prejudice; and
(ii) in the case of a determination to delay registering, the Company shall be
permitted to delay registering any Registrable Securities for the same period as
the delay in registering such other securities.
(c) The Company shall pay all Registration Expenses (as defined below) in
connection with registration of Registrable Securities requested pursuant to
this section 1.
(d) As used in this agreement (i) "Registrable Securities" means the
Registrable Shares and any other securities issuable by way of a dividend,
distribution, recapitalization, exchange, merger, consolidation, reorganization
or other transaction, (ii) "Registrable Shares" includes the Shares held by the
Stockholders, and their permitted transferees under the Stockholders Agreement;
provided that any such Share shall cease to be a Registrable Share when (A) it
shall have been sold or otherwise disposed of pursuant to an effective
registration statement or as permitted by, and in compliance with, Rule 144 (or
successor provision) promulgated under the Securities Act, (B) it may be
disposed of as permitted by, and in compliance with, subsection (k) of such Rule
144 (or successor provision) or (C) it shall have ceased to be outstanding,
(iii) "Holder" means the Stockholders and their permitted transferees under the
Stockholders Agreement, and (iv) "Securities Act" shall mean the Securities Act
of 1933, or any subsequent similar federal statute, and the rules and
regulations of the United States Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act (the "Commission").
(e) As used in this agreement, "Registration Expenses" means all expenses
incident to the Company's performance of or compliance with the provisions of
sections 1, 2 and 3 including, without limitation, all registration, filing and
National Association of Securities Dealers, Inc. fees, all listing fees, all
fees and expenses of complying with securities or blue sky laws (including,
without limitation, reasonable fees and disbursements of counsel for the
underwriters in connection with blue sky qualifications of the Registrable
Securities), all printing expenses, the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses of
"comfort" letters required by or incident to such performance and compliance,
and any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities; provided, however, that Registration Expenses shall
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exclude, and the Holders shall pay, underwriters fees and underwriting discounts
and commissions and transfer taxes in respect of the Registrable Securities
being registered as well as any fees and expenses of counsel or other advisors
to the Holders of the Registrable Securities.
1.2 Priority in Piggyback Registrations. Anything in section 1.1 to the
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contrary notwithstanding, if the managing underwriter or underwriters of any
underwritten offering shall inform the Company in writing of its belief that the
number or type of Registrable Securities requested to be included in such
registration would materially and adversely affect such offering, then the
Company shall include in such registration, to the extent of the number and type
that the Company is so advised can be sold in (or during the time of) such
offering:
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(i) first, all securities proposed by the Company to be sold for its
own account;
(ii) then, Registrable Securities to be sold by the holders of Common
Stock that constitute "Registrable Securities" that were (A) converted or
exchanged from shares of the Company's preferred stock ranking senior to
the Series A Preferred Stock, (B) held by the Company's institutional
lenders or investors (which shall not include William J. Kidd, Richard J.
Effress or any other party to this agreement) or (C) were received upon
exercise of warrants held by holders of any preferred stock or warrants
issued to the Company's institutional lenders or investors;
(iii) then, Registrable Securities to be sold by the Holders and all
other shares of Common Stock outstanding on the date hereof or subsequently
acquired by the holders thereof or that constitute "Registrable Securities"
under and as defined in registration rights agreements containing piggyback
registration rights intended to be the same priority as those provided in
this section 1.2 to be sold by the holders thereof (the "Other Holders") in
proportion to the respective numbers of their Registrable Securities that
are proposed to be sold in such offering by the Holders and the Other
Holders, as the case may be; and
(iv) finally, other securities to be sold by other holders of
securities in proportion to the respective numbers of securities proposed
to be sold in such offering by such holders.
2. Registration Procedures. In connection with the registration of any
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Registrable Securities under the Securities Act as provided in section 1, the
Company shall as expeditiously as possible:
(i) prepare and file with the Commission the requisite registration
statement to effect such registration and thereafter use its best efforts
to cause such registration statement to become and remain effective
(subject to clause (ii) below); provided, however, that the Company may
discontinue any registration of its securities that are not Registrable
Securities at any time prior to the effective date of the registration
statement relating thereto;
(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities covered by
such registration statement for such period as shall be required for the
disposition of all of such Registrable Securities; provided, that such
period need not exceed 90 days; and provided, further, that any period of
discontinuance period pursuant to the last paragraph of this section 2
shall not be counted toward such 90 days;
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(iii) furnish to the Holders such number of conformed copies of such
registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies of the
prospectus contained in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents, as the
Holders may reasonably request;
(iv) use its best efforts (x) to register or qualify all Registrable
Securities and other securities covered by such registration statement
under such other securities or Blue Sky laws of such states of the United
States of America where an exemption is not available and as the Holders
shall reasonably request, (y) to keep such registration or qualification in
effect for so long as such registration statement remains in effect, and
(z) to take any other action that may reasonably be necessary or advisable
to enable the Holders to consummate the disposition in such jurisdictions
of the securities to be sold by the Holders, except that the Company shall
not for any such purpose be required to qualify generally to do business as
a foreign corporation in any jurisdiction wherein it would not, but for the
requirements of this paragraph (iv), be obligated to be so qualified or to
consent to general service of process in any such jurisdiction;
(v) use its best efforts to cause all Registrable Securities covered
by such registration statement to be registered with or approved by such
other federal or state governmental agencies or authorities as may be
necessary in the opinion of counsel to the Company to consummate the
disposition of such Registrable Securities in accordance with their
intended method of disposition;
(vi) furnish to the Holders' underwriters, if any, (x) an opinion of
counsel for the Company, and (y) a "comfort" letter signed by the
independent public accountants who have certified the Company's financial
statements included or incorporated by reference in such registration
statement, each covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in
the case of the accountant's comfort letter, with respect to events
subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer's counsel and in accountant's comfort letters
delivered to the underwriters in underwritten public offerings of
securities (and dated the dates such opinions and comfort letters are
customarily dated);
(vii) notify the Holders when a prospectus relating thereto is
required to be delivered under the Securities Act, upon discovery that, or
upon the happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect, includes an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, in the light of the circumstances under which they were
made, and at the request of the Holders promptly prepare and furnish to
them a reasonable number of copies of a supplement to or an
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amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they
were made;
(viii) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering
the period of at least 12 months, but not more than 18 months, beginning
with the first full calendar month after the effective date of such
registration statement, which earnings statement shall satisfy the
provisions of section 11(a) of the Securities Act and Rule 158 promulgated
thereunder, and promptly furnish the same to the Holders;
(ix) provide and cause to be maintained a transfer agent and
registrar (which, in each case, may be the Company) for all Registrable
Securities covered by such registration statement from and after a date not
later than the effective date of such registration; and
(x) pay the reasonable fees and expenses of one counsel on behalf
of the Holders whose Registrable Securities are included in the
registration statement, with such counsel selected by a
majority-in-interest (according to the number of shares of Common Stock
each such Holder is directly or indirectly registering for sale in such
registration statement) of such Holders.
The Company may require the Holders to furnish the Company such information
regarding the Holders and the distribution of the Holders' Registrable
Securities as the Company may from time to time reasonably request in writing.
Upon receipt of any notice from the Company of the happening of an event of
the kind described in item (vii) of this section 2, the Holders will forthwith
discontinue their disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until the
Holders' receipt of the copies of the supplemented or amended prospectus
contemplated by item (vii) and, if so directed by the Company, the Holders will
deliver to the Company all copies, other than permanent file copies, then in the
Holders' possession, of the prospectus relating to such Registrable Securities
current at the time of receipt of such notice.
3. Underwritten Offerings.
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3.1 Piggyback Underwritten Offerings. If the Company proposes to register
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any of its securities under the Securities Act as contemplated by section 1 and
such securities are to be distributed by or through one or more underwriters,
the Company will, subject to section 1 (including, without limitation, the
provisions of section 1.2 hereof), if requested by the Holders, arrange for such
underwriters to include all the Registrable Securities to be offered and sold by
the Holders with and among the securities of the Company to be distributed by
such
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underwriters. The Holders shall become a party to the underwriting agreement
negotiated between the Company. Except as specifically contemplated herein, the
Holders shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters other than representations,
warranties and agreements regarding each such Holder, each such Holder's
Registrable Securities and each such Holder's intended method of distribution or
as may be required by law or customarily given by selling shareholders in an
underwritten public offering.
3.2 Holdback Agreements.
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(a) If the Company at any time shall register shares of Common Stock under
the Securities Act for sale to the public (other than on Forms S-4 or S-8 or a
shelf registration), the Holders shall not sell pursuant to an effective
registration statement, publicly make any short sale of, publicly grant any
option for the purchase of, or otherwise publicly dispose of any Shares (other
than those Shares included in such registration pursuant to section 1) without
the prior written consent of the managing underwriter for a period required by
the underwriters and designated by the Company, which period shall not begin
more than thirty (30) days prior to the effectiveness of the registration
statement pursuant to which such public offering shall be made and shall not
last more than one hundred eighty (180) days after the effective date of such
registration statement in the case of the Company's initial public offering, or
ninety (90) days after the effective date of such registration statement in the
case of any such other offering. The Company may legend and impose stop transfer
instructions on any certificate evidencing Registrable Securities relating to
the restrictions provided in this Section 3.2.
(b) During the 15-day period prior to the effective date of any
registration statement of Registrable Securities pursuant to an underwritten
public offering and during the 90-day period beginning on that effective date,
the Company shall not (except as part of such registration) effect any public
sale or distribution of any of its equity securities or of any security
convertible into or exchangeable or exercisable for any equity security of the
Company (other than in connection with any employee stock option or other
benefit plan).
3.3 Preparation; Reasonable Investigation. In connection with the
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preparation and filing of each registration statement under the Securities Act
pursuant to this agreement, the Company shall give the Holders, their
underwriters, if any, and their respective counsel and accountants the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto, and give each of them such access to
its books and records, such opportunities to discuss the business of the Company
with officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of the Holders' and
such underwriters' respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.
4. Indemnification.
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4.1 Indemnification by the Company. In the event of any registration
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statement filed pursuant to section 1, the Company shall, and hereby does,
indemnify and hold harmless each of the Holders and each of their directors,
officers, partners, agents, attorneys,
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representatives and affiliates and each other individual, group, partnership,
corporation, business trust, joint stock company, trust, unincorporated
association, joint venture or other entity of whatever nature ("Person") who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls any Holder or any such underwriter
within the meaning of the Securities Act (each of the foregoing, a "Holder
Indemnitee"), insofar as losses, claims, damages, or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any such registration statement, any preliminary
prospectus, final prospectus, or summary prospectus contained therein, or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances in which they were made not
misleading or other violation of the Securities Act or other laws in connection
with such registration or disposition other than directly resulting from
voluntary actions by the Stockholder (other than in accordance with Company
advice, request or instruction), and the Company shall reimburse each Holder
Indemnitee for any legal or any other fees, costs and expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, liability, action or proceeding; provided, that the Company shall not be
liable to a Holder or an underwriter in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement or omission made
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Holder or such underwriter, as the case may be,
expressly for use in the preparation thereof; and provided, further, that the
Company shall not be liable to any Holder Indemnitee in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such Person's failure to send or give
a copy of the final prospectus, as the same may be then supplemented or amended,
to the Person asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale
of Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus so long as such final prospectus, and any
amendments or supplements thereto, have been furnished to such underwriter or
any Holder, as applicable.
4.2 Indemnification by the Holders. If any Registrable Securities are
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included in any registration statement, each Holder shall, and hereby does,
indemnify and hold harmless the Company, and each director and officer of the
Company, and each other Person, if any, who controls the Company within the
meaning of the Securities Act, with respect to any statement contained in, or
omission from, such registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Holder expressly for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement; provided, however, in
no event shall the indemnity provided for in this section 4.2 exceed the gross
proceeds from the offering received by the Holder.
4.3 Notice of Claims, Etc. Promptly after receipt by an indemnified party
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of notice of the commencement of any action or proceeding involving a claim
referred to in sections 4.1 or 4.2, such indemnified party will, if a claim in
respect thereof is to be made against
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an indemnifying party, immediately give written notice to the latter of the
commencement of such action; provided, however, that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its indemnity obligations, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs related to the indemnified party's
cooperation with the indemnifying party, unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of the
defense thereof. No indemnifying party shall be liable for any settlement of any
action or proceeding effected without its written consent, which consent shall
not be unreasonably withheld. No indemnifying party shall, without the consent
of the indemnified party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.
4.4 Contribution. If indemnification shall for any reason be held by a
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court to be unavailable to an indemnified party under section 4.1 or section 4.2
in respect of any loss, claim, damage or liability, or any action in respect
thereof, then, in lieu of the amount paid or payable under section 4.1 or
section 4.2, as applicable, the indemnified party and the indemnifying party
shall contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating the same), (i) in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and the Holders on the other hand
that resulted in such loss, claim, damage or liability, or action in respect
thereof, with respect to the statements or omissions that resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations or (ii) if the allocation provided by item (i)
above is not permitted by applicable law, in such proportion as shall be
appropriate to reflect the relative benefits received by the Company on the one
hand and the Holders on the other. No Person guilty of fraudulent
misrepresentation (within the meaning of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent
misrepresentation. In addition, no Person shall be obligated to contribute
hereunder any amounts in payment for any settlement of any action or claim,
effected without such Person's consent, which consent shall not be unreasonably
withheld. In no event shall the indemnity provided for in this section 4.4
exceed the gross proceeds from the offering received by such Holder.
4.5 Other Indemnification. Indemnification and contribution similar to that
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specified in the preceding provisions of this section 4 (with appropriate
modifications) shall be given by the Company and the Holders with respect to any
required registration or other qualification of securities under any federal or
state law or regulation of any governmental authority other than the Securities
Act.
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5. Rule 144. With a view to making available the benefits of certain rules
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and regulations of the Commission that may at any time permit the sale of the
Registrable Securities to the public without registration, after such time as a
public market exists for its Common Stock, the Company shall:
(a) use its best efforts to facilitate the sale of the Registrable
Securities to the public, without registration under the Securities Act,
pursuant to Rule 144 promulgated under the Securities Act, provided that this
shall not require the Company to file reports under the Securities Act and the
Securities Exchange Act of 1934, or any similar federal statute, and the rules
and regulations of the Commission thereunder ("Exchange Act"), at any time prior
to the Company's being otherwise required to file such reports;
(b) make and keep public information available, as those terms are
understood and defined in Rule 144 promulgated under the Securities Act at all
times after 90 days after the effective date of the first registration under the
Securities Act filed by the Company for an offering of its securities to the
general public;
(c) use its best efforts to then file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(d) deliver a written statement as to whether it has complied with such
requirements of this section, to the Holders upon any Holder's request.
6. Modification by Majority of Equivalent Holders. The holders of a
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majority in interest of the Equivalent Security Holders may amend any provision
of this agreement. For this purpose:
(i) "Equivalent Security Holders" means the Stockholders and all other
persons who acquired shares of either Series A Preferred Stock or Common
Stock in connection with the sale of a business or asset to the Company or
any of its subsidiaries at the closing of the transaction pursuant to which
the shares of Series A Preferred Stock were issued to the Stockholders and
who is a party to a registration rights agreement with the Company pursuant
to which such person has substantially similar rights as the Stockholders
have under this agreement; and
(ii) a "majority in interest" shall mean Equivalent Security Holders
holding a majority of the shares of Common Stock held by all Equivalent
Security Holders (including shares issuable upon conversion of shares of
Series A Preferred Stock); for the avoidance of doubt, each Stockholder
party to this agreement shall be entitled to a number of votes for purposes
of this section 6 equal to the sum of (A) the number of shares of Common
Stock, if any, the Stockholder holds at the time of the vote and (B) the
number of shares of Common Stock into which the shares of Series A
Preferred Stock, if any, the Stockholder holds at the time of the vote are
convertible.
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7. Miscellaneous.
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(a) Notices. All notices, instructions and other communications in
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connection with this agreement shall be in writing and may be given by personal
delivery or mailed, certified mail, return receipt requested, postage prepaid or
by a nationally recognized overnight courier to the parties at the address of
the Company as follows, and at the address of the Holders as set forth on the
signature page to this agreement (or at such other address as the Company or the
Holders may specify in a notice to the Company):
If to the Company:
MedSource Technologies, Inc.
c/o Kidd & Company LLC
Three Pickwick Plaza
Greenwich, CT 06830
Attention: Richard J. Effress
With a copy to: Edward R. Mandell
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036-8735
If to a Stockholder:
To the address set forth on the signature
page below.
(b) No Waiver. No course of dealing and no delay on the part of any party
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hereto in exercising any right, power or remedy conferred by this agreement
shall operate as a waiver thereof or otherwise prejudice such party's rights,
powers and remedies conferred by this agreement or shall preclude any other or
further exercise thereof or the exercise of any other right, power and remedy.
(c) Binding Effect; Assignability. This agreement shall be binding upon
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and, except as otherwise provided herein, shall inure to the benefit of the
respective parties and their permitted successors and assigns, including any
successors pursuant to any transfer contemplated in section 1(a) of the
stockholders agreement dated this date between the Company and the parties to
this agreement. This agreement shall not be assignable except as otherwise
provided herein.
(d) Severability. Any provision of this agreement that is prohibited or
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unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable
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law, the parties hereby waive any provision of law which renders any provisions
hereof prohibited or unenforceable in any respect.
(e) Modification. No term or provision of this agreement may be amended,
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altered, modified, rescinded or terminated except upon the express written
consent of the party against whom the same is sought to be enforced.
(f) Legal Fees. If any action at law or in equity is necessary to enforce
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the terms of this agreement, the prevailing party shall be entitled to receive
from the other party or parties to such action all reasonable attorneys' fees,
costs and necessary disbursements in addition to any other relief to which such
party may be entitled.
(g) Law Governing. This agreement shall be governed by and construed in
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accordance with the law of the state of Delaware applicable to agreements made
and to be performed entirely in Delaware.
(h) Headings. All headings and captions in this agreement are for purposes
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of reference only and shall not be construed to limit or affect the substance of
this agreement.
(i) Entire Agreement. This agreement contains, and is intended as, a
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complete statement of all the terms of the arrangements between the parties with
respect to the matters provided for, supersedes any previous agreements and
understandings between the parties with respect to those matters and cannot be
changed or terminated orally.
MEDSOURCE TECHNOLOGIES, INC.
By: /s/ RICHARD J. EFFRESS
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Name: Richard J. Effress
Title: Chairman
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MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
PORTLYN CORPORATION
By: /s/ DAVID E. PORTER
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Name: David E. Porter
Title: President
Address: RFD 1, Route 25, Box 451
Moultonboro, New Hampshire 03254
Fax No.: (603) 476-5019
Attention: David E. Porter
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MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
Name of Stockholder: KELCO INDUSTRIES, INC.
By: /s/ PAUL D. KELLY
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Name: Paul D. Kelly
Title: President
Address of Stockholder: 6420 Zane Avenue N.
Minneapolis, Minnesota 55429
Attention: President
Telecopier No.: (612) 535-2049
With a copy to:
Messerli & Kramer
1800 Fifth Street Towers
150 South Fifth Street
Minneapolis, Minnesota 55402
Attention: Jerome J. Simons, Jr.
Telecopier No.: (612) 672-3777
-13-
MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
/s/ WILLIAM J. KIDD
-----------------------------------
William J. Kidd
Address:
51 Clapboard Ridge Road
Greenwich, Connecticut 06830
Telecopier: (203) 625-2632
/s/ CARLA G. KIDD
-----------------------------------
Carla G. Kidd
Address:
51 Clapboard Ridge Road
Greenwich, Connecticut 06830
Telecopier: (203) 625-2632
/s/ EDWARD R. MANDELL
----------------------------
Edward R. Mandell, as Trustee under
the Catherine M. Kidd Trust
Address:
c/o Kidd & Company, LLC
Three Pickwick Plaza
Greenwich, Connecticut 06830
Telecopier: (203) 661-1839
MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
/s/ EDWARD R. MANDELL
----------------------------
Edward R. Mandell, as Trustee under
the Cara E. Kidd Trust
Address:
c/o Kidd & Company, LLC
Three Pickwick Plaza
Greenwich, Connecticut 06830
Telecopier: (203) 661-1839
/s/ EDWARD R. MANDELL
----------------------------
Edward R. Mandell, as Trustee under
the Thomas C. Kidd Trust
Address:
c/o Kidd & Company, LLC
Three Pickwick Plaza
Greenwich, Connecticut 06830
Telecopier: (203) 661-1839
/s/ CLARICE E. WEBB
----------------------------
Clarice E. Webb
Address:
217 Bridge Street
Stamford, Connecticut 06905
Telecopier:
MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
/s/ JOHN P. NEAFSEY
-----------------------------------
John P. Neafsey
Address:
13 Valley Road
Wilson Pt.
South Norwich, Connecticut 06854
Telecopier: (203) 831-8455
/s/ RICHARD J. EFFRESS
-----------------------------------
Richard J. Effress
Address:
c/o Kidd & Company, LLC
Three Pickwick Plaza
Greenwich, Connecticut 06830
Telecopier: (203) 661-1839
/s/ ANDREW D. LIPMAN
----------------------------
Andrew D. Lipman
Address:
c/o Kidd & Company, LLC
Three Pickwick Plaza
Greenwich, Connecticut 06830
Telecopier: (203) 661-1839
MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
/s/ ADAM D. LEHRHOFF
----------------------------
Adam D. Lehrhoff
Address:
c/o Kidd & Company, LLC
Three Pickwick Plaza
Greenwich, Connecticut 06830
Telecopier: (203) 661-1839
/s/ JOHN C. HERTIG
-----------------------------------
John C. Hertig
Address:
124 Lamberts Lane
Cohasset, Massachusetts 02025
Telecopier: (781) 682-0308
/s/ WILLIAM ALTIERI
----------------------------
William Altieri
Address:
c/o Thayer Advisory Group
115 Broad Street
Boston, Massachusetts 02110
Telecopier: (617) 350-5595
MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
-----------------------------
Name of Stockholder: THE MICROSPRING CO., INC.
By: /s/ (Illegible)
----------------------------------
Name:
Title:
Address of Stockholder: 77 Accord Park
Norwell, Massachusetts 02061
Attention: Robert F. Coughlin
Telecopier No.: (781) 871-6657
With a copy to:
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
Attention: Michael Lytton
Telecopier No.: (617) 227-4420
MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
-----------------------------
Name of Stockholder: KELCO INDUSTRIES, INC.
By: /s/ (Illegible)
----------------------------------
Name:
Title: President
Address of Stockholder: 6420 Zane Avenue N.
Minneapolis, Minnesota 55429
Attention: President
Telecopier No.: (612) 535-2049
With a copy to:
Messerli & Kramer
1800 Fifth Street Towers
150 South Fifth Street
Minneapolis, Minnesota 55402
Attention: Jerome J. Simons, Jr.
Telecopier No.: (612) 672-3777
MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
-----------------------------
Names of Stockholders: LAURENCE S. DEROSE TRUST
By: /s/ Laurence S. Derose
-----------------------------------------
Laurence S. Derose, Special Trustee
BMD IRREVOCABLE TRUST OF 1998
By: /s/ Barbara M. Derose
-----------------------------------------
Barbara M. Derose, Trustee
JEFFREY L. DEROSE IRREVOCABLE TRUST
By: /s/ Jeffrey L. Derose
-----------------------------------------
Jeffrey L. Derose, Trustee
KEVIN L. DEROSE IRREVOCABLE TRUST
By: /s/ Kevin L. Derose
-----------------------------------------
Kevin L. Derose, Trustee
Address of all Stockholders: 2099 Allen Street
Springfield, MA 01118
With a copy to:
Shatz, Schwartz and Fentin, P.C.
1441 Main Street, Suite 1100
Springfield, MA 01103
Attention: Steven J. Schwartz, Esq.
Telecopier No. (413) 736-0375
MedSource Technologies, Inc.
Registration Rights Agreement
Stockholder Signature Page
-----------------------------
Name of Stockholder: W.N. RUSHWOOD, INC. d/b/a
Hayden Precision Industries
By: /s/ (Illegible)
-----------------------------------------
Name: (Illegible)
Title: President
Address of Stockholder: Hayden Precision Industries
3902 California Road
Orchard Park, New York 14127
Attention William H. Heywood
Telecopier No.: (716) 662-5772
MedSource Technologies, Inc.
Stockholders Agreement
Stockholder Signature Page
----------------------------
Name of Stockholder: /s/ Peter J. Neidecker
-----------------------------
Peter J. Neidecker
Address of Stockholder: 3101 East Orchard Road
Greenwood Village, CO 80121
Fax No.: 303-741-5589
MedSource Technologies, Inc.
Stockholders Agreement
Stockholder Signature Page
----------------------------
Name of Stockholder: Peter J. Neidecker Limited Partnership
By: /s/ Peter J. Neidecker
-----------------------------------
Name: Peter J. Neidecker
Title: General Partner
Address of Stockholder: 3101 East Orchard Road
Greenwood Village, CO 80121
Fax No.: 303-741-5589
MedSource Technologies, Inc.
Stockholders Agreement
Stockholders Signature Page
---------------------------
Name of Stockholder: Peter C. Neidecker Irrevocable Trust
By: /s/ Peter J. Neidecker
------------------------
Name: Peter J. Neidecker
Title: Trustee
Address of Stockholder: 3101 East Orchard Road
Greenwood Village, CO 80121
Fax No.: 303-741-5589
MedSource Technologies, Inc.
Stockholders Agreement
Stockholder Signature Page
--------------------------
Name of Stockholder: Sally N. Morris
/s/ Sally N. Morris
-------------------
Address of Stockholder: 26391 Clearview Drive
Golden, CO 80401
Fax No.: 303-526-7208
MedSource Technologies, Inc.
Stockholders Agreement
Stockholder Signature Page
--------------------------
Name of Stockholder: Sylvia N. Coors
/s/ Sylvia N. Coors
--------------------
Address of Stockholder: 109 Lookout Mountain Circle S.N.C.
Golden, CO 80401
Fax No.: 303-526-2169