VOTING AGREEMENTVoting Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
This VOTING AGREEMENT (this “Agreement”), is dated as of July 1, 2002, by Taglich Brothers, Inc., a New York corporation (“Taglich”) in favor of American Industrial Partners Capital Fund III, L.P., a Delaware limited partnership (together with its Affiliates, “AIP”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
MANAGEMENT SERVICES AGREEMENT, as of July 1, 2002, among Williams Controls, Inc., a Delaware corporation (the “Company”), and American Industrial Partners, a Delaware general partnership (collectively with any designee, the “Advisor”). Capitalized terms used herein but not defined herein have the meanings assigned thereto in that certain Series B Preferred Stock Purchase Agreement, dated as of May 31, 2002, by and among the Company, American Industrial Partners Capital Fund III, L.P. (“AIP III”) and the other purchasers named therein (the “Stock Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2002, is made by and among Williams Controls, Inc., a Delaware corporation (the “Company”), American Industrial Partners Capital Fund III, L.P., a Delaware limited partnership (“AIP”), Dolphin Offshore Partners, L.P. and the other persons who have executed this Agreement (or have otherwise agreed to be bound by the provisions hereof by executing a Joinder Agreement in the form attached hereto as Exhibit A (the “Joinder Agreement”) in compliance with Section 2(e) below (collectively with AIP, the “Security Owners”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1 hereof.
SERIES B PREFERRED STOCK PURCHASE AGREEMENT by and among WILLIAMS CONTROLS, INC., AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND III, L.P., AND THE OTHER PURCHASERS NAMED HEREIN May 31, 2002Purchase Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 31, 2002, by and among Williams Controls, Inc., a Delaware corporation (the “Company”), American Industrial Partners Capital Fund III, L.P., a Delaware limited partnership (the “Purchasers Representative”), and each other person who agrees to be bound by the provisions hereof as a “Purchaser” by executing a joinder agreement (a “Joinder”), substantially in the form attached hereto as Exhibit A (together with the Purchasers Representative, each, a “Purchaser”, and collectively, the “Purchasers”). Capitalized terms used herein are defined in Article II hereof.
SCHEDULE 13D JOINT FILING AGREEMENTSchedule 13d Joint Filing Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
SHAREHOLDERS AGREEMENT by and among WILLIAMS CONTROLS, INC. a Delaware corporation, AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND III, L.P. a Delaware limited partnership, and the other parties listed as signatories heretoShareholder Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • Delaware
This Shareholders Agreement (this “Agreement”) is entered into as of July 1, 2002 (the “Funding Date”), by and among Williams Controls, Inc., a Delaware corporation (the “Company”), American Industrial Partners Capital Fund III, L.P., a Delaware limited partnership (together with its Affiliates, “AIP”) and the other persons who have executed this Agreement (or have otherwise agreed to be bound by the provisions hereof by executing a Joinder Agreement in the form attached hereto as Exhibit A (the “Joinder Agreement”)) (the “Co-Investors,” and together with AIP, the “Holders”). Capitalized terms used herein are defined in Section 1 hereof.
