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EXHIBIT 10.1
AGREEMENT TO BE BOUND BY
REGISTRATION RIGHTS AGREEMENTS
THIS AGREEMENT TO BE BOUND BY REGISTRATION RIGHTS AGREEMENTS (this
"Agreement") is made as of the 3rd day of May, 1998, by Xxxxxx Instrument
Corporation, an Indiana corporation ("Xxxxxx"), and Electronic Designs, Inc., a
Delaware Corporation ("EDI").
RECITALS
WHEREAS, EDI is party to the following agreements which obligate EDI
to provide certain registration rights to the parties listed therein: (i) that
certain Third Amended and Restated Registration Rights Agreement, dated as of
April 30, 1995, by and between EDI (as successor to Crystallume) and the
parties named therein, as amended or supplemented from time to time (including
without limitation by (a) that certain Revised and Restated Registration Rights
Agreement, dated as of September 25, 1995, (b) that certain Agreement
Respecting NYL Registration Rights, dated as of October 10, 1995, (c) that
certain Agreement Respecting TFI Registration Rights, dated as of October 10,
1995 and (d) that certain Agreement Respecting Registration Rights (respecting
Silicon Valley Bank), dated as of October 10, 1995, and (e) that certain
Purchase Agreement for Shares of Crystallume Common Stock, dated as of
September 27, 1995, as amended, (collectively, the "Third Amended Agreement"))
and (ii) that certain Registration Rights Agreement by and between EDI and
Cameron Associates, dated as of December 1, 1996, as amended from time to time
(the "Cameron Agreement" and, together with the Third Amended Agreement, the
"Registration Rights Agreements");
WHEREAS, Xxxxxx and EDI are parties to that certain Agreement and Plan
of Merger, dated as of May 3, 1998, by and among Xxxxxx, XXX and Acquisition
Subsidiary (the "Merger Agreement"), pursuant to which Acquisition Subsidiary
will merge with and into EDI (the "Merger"). Unless otherwise defined herein,
capitalized terms shall have the respective meanings set forth in the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Agreement to Be Bound by Registration Rights Agreements.
Effective immediately upon the Effective Time of the Merger, Xxxxxx agrees to
be bound by all of the obligations, terms and conditions of the Registration
Rights Agreements and any and all references to EDI contained therein shall be
deemed to be references to Xxxxxx, as the context so requires with regard to
the obligations of EDI thereunder.
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2. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have hereunto each caused this
Agreement to be executed as of the day and year first above written.
XXXXXX INSTRUMENT CORPORATION
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: President & CEO
ELECTRONIC DESIGNS, INC.
By: /s/ Xxxxxx X. XxXxxxxxxx
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Name: Xxxxxx X. XxXxxxxxxx
Title: Chief Executive Officer
