July 31, 1998
S-S Technologies Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx
X0X 0X0
Dear Sirs:
Re: A Certain Asset Purchase Agreement Made the 2nd July, 1998 (the
"Agreement") Among Several Parties Including S-S Technologies Inc.
("SST") and Woodhead Industries Inc ("Woodhead")
Pursuant to Section 6.12.4 of the Agreement, Woodhead agrees as follows:
a) Woodhead shall use commercially reasonable efforts to file the reports
required to be filed by it under the Securities Exchange Act of 1934 in a timely
manner so long as necessary to permit sales pursuant to Rule 144 under the
Securities Act of 1933 (the "Act") of the Woodhead Shares received by you as
part of the Purchase Price under the Agreement. Woodhead agrees that it will
take such further action as you may reasonably request, all to the extent
required from time to time to enable you to sell such Woodhead Shares commencing
August 1, 1999 without registration under the Act within the volume limitations
and other requirements of the exemption provided by Rule 144. The volume
limitations provide for the sale during any three month period of up to 1% of
the outstanding shares of the class outstanding as reported by the issuer. Based
on the total number of Woodhead Shares outstanding on the date hereof, the
volume limitations of Rule 144 would allow for the sale of no less than 100,000
shares in the aggregate held by SST subject to the requirements of Rule 144
during any three month period commencing after August 1, 1999.
b) Woodhead will prepare and file with the Securities and Exchange Commission
("SEC") as soon as reasonably possible after your written request, provided that
such a request must be received on or after August 1, 1999 but prior to May 1,
2000, a Registration Statement on Form S-3, or other available form of
Registration Statement with respect to the Woodhead Shares received by you as
part of the Purchase Price under the Agreement (hereinafter referred to as the
ARegistration Statement@) and use its reasonable best efforts to cause such
Registration Statement to become effective as soon as reasonably possible
thereafter, and, subject to the provisions below, use its reasonable best
efforts to keep such Registration Statement effective for a period concluding on
the earlier of (i) 90 days after it becomes effective or (ii) until you have
sold all of such Woodhead Shares. If at any time after a Registration Statement
becomes effective, Woodhead advises you in
writing that due to the existence of material information that has not been
disclosed to the public and included in the Registration Statement it is
necessary to amend the Registration Statement, you shall suspend any
further sale of Woodhead Shares pursuant to the Registration Statement
until Woodhead advises you that the Registration Statement has been
amended. In such event, Woodhead shall not be required to amend the
Registration Statement during any time when the Woodhead=s officers and
directors are prohibited from buying or selling Woodhead Shares pursuant to
Woodhead=s xxxxxxx xxxxxxx policy. Notwithstanding the foregoing sentence,
Woodhead shall file any amendment necessary for you to recommence sales
under the Registration Statement concurrently with the commencement of any
period in which directors and officers of Woodhead are allowed to buy or
sell Woodhead Shares pursuant to Woodhead=s xxxxxxx xxxxxxx policy.
In addition, Woodhead may suspend use of the Registration Statement to the
extent Woodhead is advised by its legal counsel that such action is reasonably
necessary to comply with federal securities law. In the event the sales of your
Woodhead Shares pursuant to the Registration Statement are suspended as provided
above, the 90-day period during which a Registration Statement must be kept
effective shall be extended for the total number of days during which sales are
suspended. It shall be a condition precedent to the obligations of Woodhead to
take any action pursuant to this section b that you furnish to Woodhead such
information regarding you, the Woodhead Shares held by you, and the intended
method of disposition of such Woodhead Shares, as shall be required to effect
their registration.
c) Notwithstanding the foregoing section (b), Woodhead will not be required to
prepare and file a Registration Statement in the event that an alternative plan
of liquidity which is satisfactory to you, acting reasonably, can be provided to
you.
Yours truly,
WOODHEAD INDUSTRIES INC.
By:__________________________
Agreed and accepted as of July 31, 1998:
S-S TECHNOLOGIES INC.
By:_____________________
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