REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 22, 2005, among Accellent Holdings Corp., a Delaware corporation (the “Company”), and Accellent Holdings LLC, a Delaware limited liability company (the “Investor”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus • New York
This Stockholders’ Agreement (this “Agreement”), is entered into as of November 22, 2005 by and among Accellent Holding Corp., a Delaware corporation (the “Company”), Bain Capital Integral Investors, LLC (“Bain”), BCIP TCV, LLC (“BCIP”) and Accellent Holding LLC, a Delaware limited liability company (the “KKR Investor”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus • New York
STOCK SUBSCRIPTION AGREEMENT dated as of November 16, 2005 (this “Agreement”) between Bain Capital Integral Investors, LLC (the “Buyer”) and Accellent Holdings Corp., a Delaware corporation (“Holdco”).
INTEREST PURCHASE AGREEMENT by and among Accellent Corp. as the Purchaser, and each of the Members of Machining Technology Group, LLC (the “Company”) set forth on the signature page hereto, constituting all of the Members of the Company Dated as of...Interest Purchase Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus • Tennessee
This INTEREST PURCHASE AGREEMENT, dated as of October 6, 2005 (this “Agreement”), is made and entered into by and among Accellent Corp. (the “Purchaser”), a Colorado corporation and each of the members of Machining Technology Group, LLC (the “Company”), a Tennessee limited liability company (each such member hereinafter individually referred to as a “Member” and collectively referred to as the “Members”).
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of November , 2005 (the “Effective Date”) between Accellent Holdings Corp., a Delaware corporation (“Accellent Holdings”), and the undersigned person (the “Management Stockholder”) (Accellent Holdings and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(c) of this Agreement.
FORM OF ROLLOVER AGREEMENTRollover Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus • New York
ROLLOVER AGREEMENT dated as of November , 2005 (this “Rollover Agreement”) between Accellent Holdings Corp., a Delaware corporation (“Accellent Holdings”), and the individual listed on Schedule I hereto (the “Management Stockholder”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED OPERATING AGREEMENT is entered into and shall be effective as of the 6th day of October, 2005, by and between the persons who are identified as Members on Exhibit A attached hereto and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act, on the following terms and conditions:
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • December 19th, 2005 • Brimfield Precision LLC • Surgical & medical instruments & apparatus • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof between Accellent Holdings Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of Options (as defined in the Stockholder’s Agreement) to purchase shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and, where applicable, (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, Accellent Holdings LLC, a Delaware limited liability company (the “Investor”), hereby agrees with you as follows, effective upon your execution of the Rollover Agreement with the Company:
