Exhibit 10.25
CONFIRMATION AGREEMENT
THE UNDERSIGNED,
1. Metron Technology B.V., a limited liability company organized and
existing under the laws of the Netherlands (the "Company");
2. Fluoroware, Inc., a Minnesota corporation;
3. FSI International, Inc., a Minnesota corporation;
4. Xxxxxx Xxxxx;
5. Xxxx Xxxxxxx;
6. Xxxxx Xxxxx;
7. Xxx Xxxxxxx; and
8. Xxxxx Xxxxxx-Prinsep.
WHEREAS
(a) The undersigned have entered into the following agreements:
- An Amended and Restated Buy and Sell Agreement
effective as of July 6, 1995 (the "Buy-Sell
Agreement); and
- An Investor Rights Agreement effective as of July 6,
1995 (the "Investor Rights Agreement": the Buy-Sell
Agreement and the Investor Rights Agreement together
also referred to as the "Agreements");
(b) The undersigned wish to clarify the intention which they had
at the moment of signing of the Agreements with respect to
those matters described herein, without amending the
Agreements, by entering into this Confirmation Agreement (in
Dutch: "vaststellingsovereenkomst");
NOW, THEREFORE, it is agreed as follows:
ARTICLE 1
The undersigned acknowledge and agree that whereas Section 3.1 (b) of
the Buy-Sell Agreement states
"Each Significant Shareholder irrevocably and unconditionally
undertakes that any transfer, other than transfers pursuant to Sections
4.1, 4.2 (b), 5.1 or 5.2 of this Agreement, and/or pledge by such
Significant Shareholder of any of his Metron Securities during the term
of this Agreement shall be subject to the
1.
requirement that the transferee or the pledgee, as the case may be,
agrees in writing to the terms of, and becomes a party to this
Agreement."
And as such does not explicitly state that such transferee or pledgee when it
becomes a party to the Buy-Sell Agreement will acquire the same rights, benefits
and obligations under the Buy-Sell Agreement with respect to the shares
transferred and/or pledged to it as the transferring and/or pledging Significant
Shareholder would have under the Buy-Sell Agreement with respect to such shares,
had such transfer of pledge, as the case may be, not taken place.
The undersigned also acknowledge that it has been and still is their intention
that such transferee or pledgee acquires such rights and benefits, including but
not limited to the Put Rights described in Section 5 of the Buy-Sell Agreement,
and assumes such obligations when it becomes a party to the Buy-Sell Agreement.
ARTICLE 2
The undersigned acknowledge and agree that whereas Section 3.2 (a) sub
(ii) of the Investor Rights Agreement states that
"Notwithstanding any other provisions of this Agreement, the provisions
of Section 3.1 shall not apply to: (...) (ii) any transfer to an
Investor's ancestors, descendants or spouse, or trust for the benefit
of such persons or such Investor (...)",
it has been and still is their intention that the provisions of Section 3.1 of
the Investor Rights Agreement shall also not apply to a transfer to a
partnership (i) the sole partners of which are the transferring Investor and/or
one or more of his ancestors and/or descendants and/or spouse and/or one or more
trust for the benefit of such person(s) of the transferring Investor, and (ii)
which is formed and maintained for the exclusive benefit of such person(s)
and/or the transferring Investor.
ARTICLE 3
This Confirmation Agreement shall be governed and construed in accordance with
the laws of the Netherlands.
2.
ARTICLE 4
This Confirmation Agreement may be executed in one or more counterparts, all of
which when taken together shall constitute one instrument.
Signed at Burlingame, CA USA on October 15, 1998
METRON TECHNOLOGY B.V. FSI INTERNATIONAL, INC.
\s\ Xxxxxxx X. Xxxxxxxxxxx
\s\ Xxxxx X. Xxxxx \s\ X.X. Xxxxxxxx
-------------------------------- -------------------------
By: By: X.X. Xxxxxxxx
----------------------------- ----------------------
Its: Its: CEO
----------------------------- ----------------------
FLUOROWARE, INC. XXXXXX XXXXX
\s\ Xxxxxx Xxxxx
-------------------------------- ------------------------
By: \s\ Xxxxx Xxxxxxxxx
-----------------------------
Its: Exec V.P.
-----------------------------
XXXX XXXXXXX XXXXX XXXXX
\s\ Xxxx Xxxxxxx \s\ Xxxxx Xxxxx
------------------------------- ------------------------
XXX XXXXXXX XXXXX XXXXXX-PRINSEP
\s\ Xxx Xxxxxxx \s\ Xxxxx Xxxxxx-Prinsep
-------------------------------- -------------------------
3.