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EXHIBIT 10.2.3
JOINDER TO
FIRST AMENDMENT TO SHAREHOLDERS' AGREEMENT OF
MDMI HOLDINGS, INC.
This Joinder is executed pursuant to the terms of the Shareholders'
Agreement dated as of July 6, 1999, as amended on May 31, 2000 (the
"Shareholders' Agreement"). By the execution of this Joinder the undersigned
hereby agrees to be bound by all of the provisions of the First Amendment to
Shareholders' Agreement of MDMI Holdings, Inc., a copy of which is attached
hereto.
IN WITNESS WHEREOF, this Joinder has been duly executed effective as of
[SEE ITEM 1 ANNEX A].
[SEE ITEM 2 ANNEX A]
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ANNEX A
[JOINDER TO SHAREHOLDERS' AGREEMENT]
The foregoing form of Joinder was entered into by seven Shareholders.
The information omitted from the foregoing form of Joinder with respect to such
Shareholders, which are designated below as parties A through G, respectively,
is set forth below:
ITEM 1
Party A: May 31, 2000
Party B: May 31, 2000
Party C: May 31, 2000
Party D: May 31, 2000
Party E: May 31, 2000
Party F: May 31, 2000
Party G: May 31, 2000
Party H: May 31, 2000
Party I: November 21, 2000
ITEM 2
Party A: By: /s/ XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Party B: By: /s/ XXX XXXXX
Name: Xxx Xxxxx
Party C: CMS DIVERSIFIED PARTNERS, L.P., a Delaware limited partnership
By: CMS/DP Associates, L.P., a Delaware limited partnership
By: MSPS/DP, Inc., a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
By: CMS 1995 Investment Partners, L.P., a Delaware limited
partnership
By: CMS 1995, Inc., a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Party D: CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general
partnership
By: CMS Co-Investment Partners, L.P., a Delaware limited
partnership
By: CMS/Co-Investment Associates, L.P., a Delaware limited
partnership
By: MSPS/Co-Investment, Inc., a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
By: CMS 1997 Investment Partners, L.P., a Delaware limited
partnership
By: CMS 1997, Inc., a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
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By: CMS Co-Investment Partners I-Q, L.P. a Delaware limited
partnership
By: CMS/Co-Investment Associates, L.P., a Delaware limited
partnership
By: MSPS/Co-Investments, Inc., a Delaware
corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
By: CMS 1997 Investment Partners, L.P. a Delaware limited
partnership
By: CMS 1997, Inc., a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
Party E: CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP, a Delaware
general partnership
By: CMS Private Equity Partners XIV, L.P., a Delaware limited
partnership
By: CMS PEP XIV Associates, L.P., a Delaware limited
partnership
By: MSPS PEP XIV, Inc., a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
By: CMS 1999 Investment Partners, L.P., a Delaware limited
partnership
By: CMS 1999, Inc. a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
By: CMS Private Equity Partners XIV-Q, L.P., a Delaware limited
partnership
By: CMS PEP XIV Associates, L.P., a Delaware limited partnership
By: MSPS PEP XIV, Inc., a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
By: CMS 1999 Investment Partners, L.P., a Delaware limited
partnership
By: CMS 1999, Inc. a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Its: VP
Party F: INFRASTRUCTURE AND ENVIRONMENTAL PRIVATE EQUITY
FUND III, L.P.
By: Infrastructure and Environmental Private Equity Management,
L.L.C., its General Partner
By: First Analysis IEPEF Management Company III, LLC, A Member
By: First Analysis Corporation, A Member
By: /s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx, Vice Chairman
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Party G: ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY
FUND III, a civil partnership with limitation of liability
established under the laws of the Federal Republic of Germany
By: Infrastructure and Environmental Private Equity Management,
L.L.C., its General Partner
By: First Analysis IEPEF Management Company III, LLC, A Member
By: First Analysis Corporation, A Member
By: /s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx, Vice Chairman
Party H: KLIENWORT XXXXXX HOLDINGS INC., executed as Invited Investor
By: /s/ XXXXXXXX X. XXXXXX /s/ XXXXX XXXXX
Name: Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx
Title: Senior Vice President & Director Senior Vice President and CEO
Party I: THE XXXXX XXXXXXX XXXX TRUST, executed as Transferee
By: /s/ XXXXX XXXXXXX
Xxxxx Xxxxxxx, Trustee
