EXHIBIT 4.01
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of August 16, 2004 by and between Flextronics International Ltd., a
Singapore company ("FLEXTRONICS"), and the individuals and entities listed on
Exhibit A attached hereto who execute one or more counterpart signature pages to
this Agreement (the "HOLDERS").
RECITALS
A. This Agreement is entered into pursuant to that certain Merger
Agreement dated as of August 16, 2004 (the "MERGER AGREEMENT") by and among
Flextronics, Minnesota Acquisition Corp., a Delaware corporation and direct
wholly-owned subsidiary of Flextronics ("MERGER SUB"), and Northfield
Acquisition Co., a Delaware corporation ("COMPANY").
B. The Merger Agreement provides that, subject to the terms and conditions
of the Merger Agreement, Merger Sub will be merged with and into Company in a
statutory merger, with the Company as the surviving corporation in the merger
(the "MERGER") in which all outstanding shares of common and preferred stock of
Company will be converted into the right to receive, and will be exchangeable
for, ordinary shares, S$0.01 par value of Flextronics ("BUYER COMMON STOCK") and
in accordance with the Merger Agreement cash constituting the Earnout Amount.
C. As an inducement for the Holders to approve the Merger Agreement, the
Merger and the transactions contemplated by the Merger Agreement, Flextronics
desires to grant the registration rights to the Holders as contained herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. DEFINITIONS AND REFERENCES.
Unless otherwise defined herein, the capitalized terms in this Agreement
have the same meanings given to them in the Merger Agreement. For purposes of
this Agreement, in addition to the definitions set forth elsewhere herein, the
following terms shall have the following respective meanings:
"AFFILIATE" of a Holder shall mean a person who controls, is controlled by
or is under common control with such Holder, or the spouse or children (or a
trust exclusively for the benefit of a spouse and/or children) of such Holder.
"REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a registration
effected by preparing and filing a Registration Statement or similar document in
compliance with the Securities Act of 1933, as amended (the "1933 ACT"), and the
declaration or ordering of effectiveness of such Registration Statement or
document by the United States Securities and Exchange Commission (the "SEC").
"REGISTRABLE STOCK" shall mean (a) the Buyer Common Stock issued to a
Holder pursuant to the Merger Agreement; and (b) any Buyer Common Stock issued
as (or issuable upon the conversion or exercise of any warrant, right, option or
other convertible security which is issued as) a dividend or other distribution
with respect to, or in exchange for, or in replacement of, such Buyer Common
Stock. For purposes of this Agreement, any Registrable Stock shall cease to be
Registrable Stock when (x) a Registration Statement covering such Registrable
Stock has been declared effective and such Registrable Stock has been disposed
of pursuant to such effective Registration Statement, or (y) such Registrable
Stock is sold by a person in a transaction that is exempt from registration
pursuant to Rule 144 under the 1933 Act or a transaction in which the Holders'
rights under this Agreement are not assigned. In addition, the Registrable Stock
held by any Holder shall cease to be Registrable Stock on such date on which all
of the Registrable Stock held by such Holder can be sold within a period of
three months pursuant to Rule 144 promulgated under the 1933 Act (or any similar
provision then in force).
2. "SHELF" REGISTRATION.
(a) As soon as practicable following the approval by the
stockholders of the Company of the Merger Agreement, the Merger and the
transactions contemplated by the Merger Agreement, Flextronics shall file with
the SEC a "shelf" registration statement for the public resale by the Holders of
the Registrable Stock on a continuous or delayed basis pursuant to Rule
415(a)(1) under the 1933 Act (the "REGISTRATION STATEMENT"). The plan of
distribution indicated in the Registration Statement will include all such
transactions as the Holders may reasonably request in writing prior to the
filing of the Registration Statement and that can be included in the
Registration Statement under the rules and regulations of the SEC. Flextronics
shall use all reasonable efforts to cause the Registration Statement to be
declared effective under the 1933 Act as promptly as possible after the filing
thereof. Notwithstanding anything to the contrary herein, Flextronics is only be
obligated to file one registration statement under this Agreement.
(b) Upon the effectiveness of the Registration Statement,
Flextronics shall use all reasonable efforts to keep the Registration Statement
continuously effective under the 1933 Act until the earlier of (a) the date
which is two (2) years after the date hereof and (b) the date when all
Registrable Stock covered by such Registration Statement has been sold or may be
sold within a period of three (3) months pursuant to Rule 144 promulgated under
the 1933 Act (or any similar provision then in force). The Holders will only
offer and sell Registrable Stock in a transaction that is covered by the plan of
distribution indicated in the Registration Statement or is exempt from
registration under the 1933 Act.
3. OBLIGATIONS OF FLEXTRONICS. Flextronics shall:
(a) prepare and file with the SEC such amendments and supplements to
the Registration Statement and the prospectus used in connection therewith as
may be necessary to keep the Registration Statement effective and to comply with
the provisions of the 1933 Act with respect to the disposition of all
Registrable Stock covered by the Registration Statement for the period required
to effect the distribution of the Registrable Stock as set forth in Section 2;
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(b) use all reasonable efforts to register or qualify the
Registrable Stock covered by the Registration Statement under the securities or
Blue Sky laws of such jurisdiction within the United States as shall be
reasonably requested by the Holders for the distribution of the Registrable
Stock covered by the Registration Statement; provided, however, that Flextronics
shall not be required in connection therewith or as a condition thereto to
qualify to do business in or to file a general consent to service of process in
any jurisdiction wherein it would not but for the requirements of this paragraph
(b) be obligated to do so; and provided, further, that Flextronics shall not be
required to qualify such Registrable Stock in any jurisdiction in which the
securities regulatory authority requires that the Holders submit any of his or
her Registrable Stock to the terms, provisions and restrictions of any escrow,
lockup or similar agreement(s) for consent to sell Registrable Stock in such
jurisdiction unless the Holders agree to do so; and
(c) promptly notify the Holders at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act of the happening
of any event as a result of which the prospectus included in the 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 light of the circumstances under
which they were made and, at the request of any Holder, promptly prepare and
furnish to such Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus, or a revised 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 light of the circumstances under which they
were made; provided, that in the event of a material development or transaction
affecting Flextronics that has not yet been publicly disclosed, if Flextronics
shall determine in good faith that it would be adversely affected by such
disclosure, Flextronics may so notify the Holders (such notice being referred to
herein as a "DEFERRAL NOTICE") and shall thereafter be entitled to defer
preparing and furnishing such supplement or amendment until such time as it
would not be so adversely affected, at which time it shall so notify the Holders
and shall prepare and furnish to the Holders any such supplement or amendment as
may then be required. Following receipt of any supplement or amendment to any
prospectus, the Holders shall deliver such amended, supplemental or revised
prospectus in connection with any offers or sales of Registrable Stock, and
shall not deliver or use any prospectus not so amended, supplemented or revised.
Following receipt of a Deferral Notice, the Holders shall not make any further
sales of Registrable Stock pursuant to the Registration Statement until the
Holders receive such notice, and any such amendment or supplement, from
Flextronics. If Flextronics issues a Deferral Notice, Flextronics will extend
the period of effectiveness of the Registration Statement for an amount of time
equal to the length of the deferral period.
4. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of Flextronics to take any action pursuant to this Agreement that
each Holder shall furnish to Flextronics such information regarding itself, the
Registrable Stock held by it, and the intended method of disposition of such
securities as Flextronics shall reasonably request and as shall be required in
connection with the actions to be taken by Flextronics hereunder.
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5. EXPENSES. All expenses incurred in connection with the registration
pursuant to this Agreement, excluding underwriters' or brokers' discounts and
commissions, but including, without limitation, all registration, filing and
qualification fees, word processing, duplicating, printers' and accounting fees,
listing fees, messenger and delivery expenses, all fees and expenses of
complying with state securities or Blue Sky laws, and the fees and disbursements
of counsel for Flextronics, shall be paid by Flextronics. Each Holder shall bear
and pay the underwriting discounts and commissions and brokerage fees applicable
to securities offered for his or her account in connection with any
registrations, filings and qualifications made pursuant to this Agreement.
6. TRANSFER OF REGISTRATION RIGHTS. The registration rights of a Holder
under this Agreement with respect to any Registrable Stock may be transferred or
assigned to (a) any transferee or assignee of such Registrable Stock who, after
such transfer or assignment, holds at least 5,000 shares of Registrable Stock
previously held by such Holder or (b) an Affiliate of such Holder; provided,
however, that (i) such Holder shall give Flextronics written notice prior to the
time of such transfer stating the name and address of the transferee and
identifying the securities with respect to which the rights under this Agreement
are being transferred; (ii) such transferee shall agree in writing, in form and
substance reasonably satisfactory to Flextronics, to be bound as a Holder by the
provisions of this Agreement; and (iii) immediately following such transfer the
further disposition of such securities by such transferee is restricted under
the 1933 Act.
7. INDEMNIFICATION. In the event any Registrable Stock is included in a
Registration Statement under this Agreement:
(a) Flextronics shall indemnify and hold harmless each Holder, such
Holder's directors and officers, each person who participates in the offering of
such Registrable Stock, including underwriters (as defined in the 1933 Act), and
each person, if any, who controls such Holder or participating person within the
meaning of the 1933 Act, against any losses, claims, damages or liabilities,
joint or several, to which they may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
proceedings in respect thereof) arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained in the Registration
Statement on the effective date thereof (including any prospectus filed under
Rule 424 under the 1933 Act or any amendments or supplements thereto) or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse each such Holder, such Holder's
directors and officers, and such participating person or controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 7(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of
Flextronics; provided, further, that Flextronics shall not be liable to any
Holder, such Holder's directors and officers, participating person or
controlling person in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
connection with the Registration Statement, preliminary or final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information
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furnished by or on behalf of any such Holder, such Holder's directors and
officers, participating person or controlling person expressly for use in
connection with such registration; provided, further, that Flextronics shall not
be liable to any Holder, such Holder's directors and officers, participating
person or controlling person in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon an
offer or sale by such Holder in violation of any of such Holder's obligations
under Section 3(c). Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any such Holder, such
Holder's directors and officers, participating person or controlling person, and
shall survive the transfer of such securities by such Holder and any termination
of this Agreement.
(b) Each Holder severally and not jointly shall indemnify and hold
harmless Flextronics, each of its directors and officers, each person, if any,
who controls Flextronics within the meaning of the 1933 Act, and each agent and
any underwriter for Flextronics (within the meaning of the 0000 Xxx) against any
losses, claims, damages or liabilities, joint or several, to which Flextronics
or any such director, officer, controlling person, agent or underwriter may
become subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or proceedings in respect thereof) arise out of or are
based upon any untrue or alleged untrue statement of any material fact contained
in the Registration Statement (including any prospectus filed under Rule 424
under the 1933 Act or any amendments or supplements thereto) or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in the Registration Statement, preliminary or final prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information
furnished by or on behalf of such Holder expressly for use in connection with
such registration; and each such Holder shall reimburse any legal or other
expenses reasonably incurred by Flextronics or any such director, officer,
controlling person, agent or underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 7(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of such Holder; provided,
further, that the liability of each Holder hereunder shall be limited to the
proportion of any such loss, claim, damage, liability or expense which is equal
to the proportion that the net proceeds from the sale of the shares sold by such
Holder under such Registration Statement bears to the total net proceeds from
the sale of all securities sold thereunder, but not in any event to exceed the
net proceeds received by such Holder from the sale of Registrable Stock covered
by such Registration Statement.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against any indemnifying
party under this Section 7, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in and assume the defense thereof with counsel selected by the
indemnifying party and reasonably satisfactory to the indemnified party;
provided, however, that an indemnified party shall have the right to retain its
own counsel, with all fees and expenses thereof to be paid by such indemnified
party, and to be apprised of all progress in any proceeding the defense of which
has been assumed by the indemnifying party. The failure to notify an
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indemnifying party promptly of the commencement of any such action, if and to
the extent prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
7, but the omission so to notify the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than under
this Section 7.
(d) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages or liabilities
referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
8. OFF-SET AND INDEMNIFICATION UNDER MERGER AGREEMENT; REPRESENTATIVE.
(a) Off-set and Indemnification Under Merger Agreement. Each Holder hereby
approves, affirms and agrees to Section 10 of the Merger Agreement, including
but not limited to (i) Claims by Flextronics for any Damages (as defined in the
Merger Agreement) as provided in Section 10 of the Merger Agreement, (ii)
off-setting the Earnout Amount from the consideration otherwise payable to the
Company stockholders under the Merger Agreement and (iii) any obligation of any
Company stockholder set forth in Section 10.
(b) Appointment of Representative. Each Holder hereby approves the
designation of Ampersand 1999 Limited Partnership as its representative (the
"REPRESENTATIVE") with power to act for the Holders with respect to all matters
and transactions contemplated by the Merger Agreement under Section 2.2(g),
Section 2.9, Section 6.7, Section 10, and Section 11.5 of the Merger Agreement,
and in connection with any dispute, litigation or arbitration involving the
Merger Agreement, and to do or refrain from doing all such further acts and
things, and execute all such documents as the Representative shall deem
necessary or appropriate in connection with transactions contemplated by the
Merger Agreement, including without limitation, the power (i) to act for the
Holders with regard to matters pertaining to the Purchase Price Adjustment, the
Earnout, matters under Section 6.7 of the Merger Agreement
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and the off-set or the indemnification referred to in the Merger Agreement,
including the power to compromise or settle any Claim on behalf of the Holders
and to transact matters of litigation, arbitration or other proceedings; (ii) to
do or refrain from doing any further act or deed on behalf of the Holders which
the Representative deems necessary or appropriate in his sole discretion
relating to the subject matter of the Merger Agreement, as fully and completely
as each Holder could do if personally present; (iii) to receive all notices and
service of process on behalf of the Holders in connection with any Claims or
matters under the Merger Agreement; (iv) agree to, negotiate, enter into
settlements and compromises of, demand arbitration of, and comply with orders of
courts and awards of arbitrators with respect to Claims or claims; (v)
arbitrate, resolve, settle or compromise any Claim made pursuant to Section 10
of the Merger Agreement or a claim under Section 2.2(g) or Section 2.9 of the
Merger Agreement; and (vi) take all actions necessary in the judgment of the
Representative for the accomplishment of the foregoing.
(c) Indemnification of Representative. Each Holder agrees and acknowledges
that in performing the functions specified in the Merger Agreement, the
Representative will not be liable to any Holder for any loss or damages it may
suffer by reason of the performance by the Representative of its duties under
the Merger Agreement, other than loss or damage arising from willful violation
of the law or gross negligence in the performance of its duties under the Merger
Agreement. Each Holder, severally in accordance with its respective Pro Rata
Percentage, agrees to indemnify and hold harmless the Representative for any
loss or damage arising from the performance of its duties as Representative
under the Merger Agreement, including, without limitation, the cost of any
accounting firm or legal counsel retained by the Representative, but excluding
any loss or damage arising from willful violation of the law or gross negligence
in the performance of its duties under the Merger Agreement and further agrees
that such Holder will, upon receipt of any Earnout Amount received, immediately
pay over the appropriate amount of such Earnout Amount received in respect of
such loss or damage. Each Holder holding more than 5% of the outstanding Common
Stock of the Company (a "5% STOCKHOLDER"), assuming that all shares of Series A
Preferred Stock of the Company were converted to Common Stock of the Company,
and treating all Common Stock of the Company owned by affiliated entities as
owned by a single stockholder for purposes of determining whether such Holder
holds more than 5% of the outstanding Common Stock of the Company, agrees to
lend to the Representative such 5% Stockholder's pro rata portion of $150,000
(the "EXPENSE RESERVE") based upon such 5% Stockholder's holdings of Common
Stock of the Company, assuming such conversion, to be held and used by the
Representative in performing its duties hereunder, it being understood that (i)
such loan will be repaid by the Representative to such 5% Stockholders on a pro
rata basis out of and to the extent of any Earnout Amount, if any, paid to
Holders under the Merger Agreement upon termination of the Representative's
duties under the Merger Agreement and (ii) the Representative shall have no
obligation to repay any of the Expense Reserve to such 5% Stockholders. Each
Holder agrees to such repayment arrangements.
9. GENERAL PROVISIONS.
(a) Notices. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally
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delivered, transmitted by facsimile, delivered by nationally recognized
overnight courier or if deposited in the U.S. mail by registered or certified
mail, return receipt requested, postage prepaid. Notices shall be delivered at
the addresses set forth below such party's name on the signature page hereto.
Any party hereto may by notice so given change its address or facsimile number
for future notices hereunder. Notice shall conclusively be deemed to have been
given when personally delivered or on the third business day after deposit in
the mail in the manner set forth above.
(b) Entire Agreement; Independence of Obligations. This Agreement
constitutes and contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings, duties or obligations
between the parties respecting the subject matter hereof. In the event of any
conflict between this Agreement and the Merger Agreement, the terms of this
Agreement shall control.
(c) Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Delaware without regard to
conflicts of law principles.
(d) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, then such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.
(e) Third Parties. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their
successors and assigns, any rights or remedies under or by reason of this
Agreement.
(f) Successors and Assigns. Subject to the provisions of Section 6,
the provisions of this Agreement shall inure to the benefit of, and shall be
binding upon, the successors and permitted assigns of the parties hereto.
(g) Captions. The captions to sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used to
construe or interpret this Agreement.
(h) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one instrument.
(i) Costs and Attorneys' Fees. In the event that any action, suit or
other proceeding is instituted concerning or arising out of this Agreement or
any transaction contemplated hereunder, the prevailing party shall recover all
of such party's costs and attorneys' fees incurred in each such action, suit or
other proceeding, including any and all appeals or petitions therefrom.
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(j) Adjustments for Stock Splits, Etc. Wherever in this Agreement
there is a reference to a specific number of shares of Buyer Common Stock, then,
upon the occurrence of any subdivision, combination or share dividend of such
class of shares, the specific number of shares so referenced in this Agreement
shall automatically be proportionally adjusted to reflect the effect on the
outstanding shares of such class or series of shares by such subdivision,
combination or share dividend.
(k) Effectiveness. This Agreement shall be enforceable against the
Company and any Holder upon its execution by the Company and such Holder.
Failure of any party whose name is set forth on Exhibit A or whose name is set
forth on the signature pages hereof to execute this Agreement shall not affect
its effectiveness against the Company and the Holders executing this Agreement.
Except for Section 2(a), notwithstanding anything to the contrary herein, this
Agreement is conditioned upon and shall become effective simultaneously with the
Closing of the Merger in accordance with the Merger Agreement. Section 2(a) is
conditioned upon and shall become effective simultaneously with the Stockholder
Approval. If the Merger is terminated or not subsequently closed within a 60-day
period following such approval, then Section 2(a) of this Agreement shall be of
no further force and effect upon such termination or the end of such 60-day
period.
(l) Arbitration of Disputes. Any disputes arising under this
Agreement shall be subject to the arbitration provisions set forth in Section
11.5 of the Merger Agreement as though all parties hereto were parties to the
Merger Agreement for purposes of Section 11.5 and the arbitration provisions
therein applied to the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date and year first above written.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
Address: ____________________________________________
_____________________________________________________
Facsimile: __________________________________________
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date and year first above written.
HOLDERS
MOLEX INCORPORATED
By: /s/ Xxxx Xxxxxx Xxxx
-------------------------------
Name: Xxxx Xxxxxx Xxxx
Title: Vice - Chairman & CEO
Address: Molex, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxx, XX 00000
Facsimile: 630 - 416 - 4985
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date and year first above written.
HOLDERS
AMPERSAND 1999 LIMITED PARTNERSHIP
BY: AMP-99 MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY, ITS GENERAL PARTNER
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx, Managing Member
Address: 00 Xxxxxxx Xx., Xxxxx 00X
Xxxxxxxxx, XX 00000
Facsimile: (781) 239 - 0824
AMPERSAND 1999 COMPANION FUND LIMITED PARTNERSHIP
BY: AMP-99 MANAGEMENT COMPANY
LIMITED LIABILITY COMPANY, ITS GENERAL PARTNER
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx, Managing Member
Address: 00 Xxxxxxx Xx., Xxxxx 00X
Xxxxxxxxx, XX 00000
Facsimile: (781) 239 - 0824
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date and year first above written.
HOLDERS
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxx
-------------------------------------- ----------------------------------------
Name: Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxx
Address:______________________________ Address:________________________________
______________________________________ ________________________________________
Facsimile: ___________________________ Facsimile: _____________________________
______________________________________ ________________________________________
/s/ Xxxxx Xxxxxx /s/ Xxxx Xxxxxx
-------------------------------------- ----------------------------------------
Name: Xxxxx Xxxxxx Name: Xxxx Xxxxxx
Address:______________________________ Address:________________________________
______________________________________ ________________________________________
Facsimile: ___________________________ Facsimile: _____________________________
______________________________________ ________________________________________
/s/ Xxx Xxxxxxx /s/ Xxxx Xxxxx
-------------------------------------- ----------------------------------------
Name: Xxx Xxxxxxx Name: Xxxx Xxxxx
Address:______________________________ Address:________________________________
______________________________________ ________________________________________
Facsimile: ___________________________ Facsimile: _____________________________
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date and year first above written.
HOLDERS
/s/ Xxx Xxxxxx /s/ Xxxxxx Xxxxxx
-------------------------------------- ----------------------------------------
Name: Xxx Xxxxxx Name: Xxxxxx Xxxxxx
Address:______________________________ Address:________________________________
______________________________________ ________________________________________
______________________________________ ________________________________________
Facsimile: ___________________________ Facsimile: _____________________________
/s Xxx Xxx
--------------------------------------
Name: Xxx Xxx
Address:______________________________
______________________________________
Facsimile: ___________________________
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
EXHIBIT A
HOLDERS
Molex Incorporated
Ampersand 1999 Limited Partnership
Ampersand 1999 Companion Fund, X.X.
Xxxxxx Pouliquen
Xxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxx Xxxxxx
Xxx Xxxxxxx
Xxxx Xxxxx
Xxx Xxxxxx
Xxxxxx Xxxxxx
Xxx Xxx
