Exhibit 10.24
ACCESSION AGREEMENT
THE UNDERSIGNED,
1. Metron Technology B.V., a limited liability company organized
and existing under the laws of the Netherlands (the
"Company");
2. FSI International, Inc., a Minnesota corporation ("FSI");
3. Fluoroware, Inc., a Minnesota corporation ("Fluoroware");
4. Xxxxxx Xxxxx;
5. Xxxx Xxxxxxx;
6. Xxxxx Xxxxx;
7. Xxx Xxxxxxx;
8. Xxxxx Xxxxxx-Prinsep (the parties mentioned at 1 through 8
hereinafter to be referred to as the "Original Parties");
9. Xxxxx Investments, L.P., a California limited partnership
("Xxxxx Investments");
10. Xxxxxxx Xxxx Xxxxx ("Xxxxxx Xxxxx");
11. Xxx Xxxxxxx Xxxxx ("Xxx Xxxxx");
12. Xxxxxxx Xxxxx, acting in its capacity as trustee of the
Xxxxxxx Xxxx Xxxxx 1997 Trust; and
13. Xxx Xxxxx, acting in its capacity as trustee of the Xxx
Xxxxxxx Xxxxx 1997 Trust.
WHEREAS
The Original Parties have entered into the following agreements:
- An Amended and Restated Buy and Sell Agreement effective as of
July 6, 1995 (the "Buy-Sell Agreement");
- 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"); and
- A Confirmation Agreement effective as of October 15, 1998;
(a) Xxxxxx Xxxxx transferred to each of his sons, Xxxxxxx
Xxxxx and Xxx Xxxxx, (i) on December 27, 1995, 3,600
shares in the share capital of the Company, numbered
5,317,927 through 5,321,526, respectively 5,321,527
1.
through 5,325,126, (ii) on June 13, 1996, 2,850
shares in the share capital of the Company, numbered
5,702,391 through 5,705,240, respectively 5,705,241
through 5,708,090, (iii) on February 17, 1997, 1,666
shares in the share capital of the Company, numbered
5,326,793 through 5,328,458, respectively 5,325,127
through 5,326,792, and (iv) on March 26, 1998 1,600
shares in the share capital of the Company, numbered
5,414,812 through 5,416,411, respectively 5,416,412
through 5,418,011;
(b) Xxxxxx Xxxxx furthermore wishes to transfer 129,528
shares in the share capital of the Company, numbered
7,886,812 through 8,016,339 to Xxxxx Investments, a
partnership the general partners of which are Xxxxxx
Xxxxx and his wife Xxxxx Xxxxxxxx Xxxxx; (the share
transfers mentioned at (b) and (c) hereinafter to be
referred to as the "Share Transfers");
(c) In view of Section 3(b) of the Buy-Sell Agreement and
Section 3.2 of the Investor Rights Agreement Xxxxx
Investments, Xxxxxxx Xxxxx and Xxx Xxxxx wish to
become parties to the Agreements;
NOW, THEREFORE, it is agreed as follows:
ARTICLE 1
Xxxxx Investments, Xxxxxxx Xxxxx and Xxx Xxxxx hereby agree (i) to
become parties to the Agreements and the Original Parties hereby accept Xxxxx
Investments, Xxxxxxx Xxxxx and Xxx Xxxxx as parties to the Agreements,
effective as of the date on which the respective shares will be, or have
been, as the case may be, transferred pursuant to the Share Transfers, as a
result of which Xxxxx Investments, Xxxxxxx Xxxxx, Xxx Xxxxx shall have the
same rights and obligations under the Agreement with respect to the shares
transferred or to be transferred, to them pursuant to the Share Transfers, as
Xxxxxx Xxxxx would have under the Agreements with respect to such shares as
if he were still the holder of such shares, and (ii) to fully comply with the
terms of the Agreements.
ARTICLE 2
Xxxxxxx Xxxxx and Xxx Xxxxx severally represent with respect to the
shares which have been transferred to each of them pursuant to the Share
Transfers mentioned at (b) above that as and from the date on which such
shares were transferred to each of them neither one of them has acted in
violation of his obligations under the Agreements with respect to such shares
which each of them acknowledges has applied to such shares at all times as
and after each such transfer.
ARTICLE 3
Xxxxx Investments represents that the only partners of Xxxxx
Investments are Xx Xxxxx and Xxxxx Xxxxxxxx Xxxxx and that Xxxxx Investments
is a partnership for the benefit of Xx Xxxxx and Xxxxx Xxxxxxxx Xxxxx only,
with the understanding that after the transfer of shares to Xxxxx Investments
pursuant to the Share Transfers mentioned above at (d) limited partnership
interests will be transferred to two trusts established for the benefit of
Xxxxxxx Xxxxx and Xxx Xxxxx, respectively. Xxxxx Investments agrees to be
bound by the terms of the Agreements and subject
2.
to their provisions with respect to any (i) shares in the share capital of
the Company held by Xxxxx Investments, as provided in Article 1 above or (ii)
transfer or proposed transfer of partnership interests in Xxxxx Investments,
if Xxxxx Investments owns any shares in the share capital of the Company.
Xxxxxxx Xxxxx in his capacity as trustee of the Xxxxxxx Xxxx Xxxxx
1997 Trust and Xxx Xxxxx in his capacity as trustee of the Xxx Xxxxxxx Xxxxx
1997 Trust, each agree to be bound by the terms of the Agreements and subject
to their provisions with respect to any (i) shares in the share capital of
the Company held by them or (ii) transfer or proposed transfer of partnership
interests in Xxxxx Investments, if Xxxxx Investments owns any shares in the
share capital of the Company.
ARTICLE 4
The Company, FSI and Fluoroware confirm that in respect of the Share
Transfers they waive the right to receive a Notice of Proposed Disposition
for Value as described in Section 4.2 (a) of the Buy-Sell Agreement. The
Company, FSI and Fluoroware also confirm that they waive the Right of First
Refusal and the right to purchase the shares (to be) transferred pursuant to
the Share Transfers, respectively, as described in Section 4.2 (b) of the
Buy-Sell Agreement.
ARTICLE 5
This Accession Agreement shall be governed by and construed in
accordance with the laws of the Netherlands.
3.
ARTICLE 6
This Accession Agreement may be executed in one or more
counterparts, all of which when taken together shall constitute one
instrument.
METRON TECHNOLOGY B.V. FSI INTERNATIONAL, INC.
\s\ Xxxxxxx 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\ Xxxxx Xxxxx
------------------------------- ---------------------------
XXX XXXXXXX XXXXX XXXXXX-PRINSEP
\s\ Xxx Xxxxxxx \s\ Xxxxx Xxxxxx-Prinsep
----------------------------------- ---------------------------
4.
XXXXX INVESTMENTS, L.P. XXXXXXX XXXX XXXXX
\s\ Xx Xxxxx \s\ Xxxxxxx Xxxx Xxxxx
--------------------------------- -----------------------------
By: Xx Xxxxx
Its: General Partner
XXXXX INVESTMENTS, L.P. XXX XXXXXXX XXXXX
\s\ Xxxxx Xxxxxxxx Xxxxx \s\ Xxx Xxxxxxx Xxxxx
---------------------------------- -----------------------------
By: Xxxxx Xxxxxxxx Xxxxx
Its: General Partner
XXXXXXX XXXXX (IN ITS CAPACITY AS XXX XXXXX (IN ITS CAPACITY AS
TRUSTEE FOR THE XXXXXXX XXXX XXXXX TRUSTEE FOR THE XXX XXXXXXX
1997 TRUST) XXXXX 1997 TRUST)
\s\ Xxxxxxx Xxxxx \s\ Xxx Xxxxx
---------------------------------- -----------------------------
5.
