EXHIBIT 10.17
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METRON SEMICONDUCTORS EUROPA B.V.
INVESTOR RIGHTS AGREEMENT
July 6, 1995
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TABLE OF CONTENTS
1. Registration Rights.........................................................4
1.1 Definition.........................................................4
1.2 Company Registration...............................................6
1.3 Form S-3 Registration..............................................7
1.4 Obligations of the Company.........................................8
1.5 [intentionally omitted]............................................8
1.6 Expenses of Registration...........................................8
1.7 Furnish information................................................9
1.8 Indemnification....................................................9
1.9 Reports Under Exchange Act........................................11
1.10 Assignment of Registration Rights.................................12
1.11 Limitations on Subsequent Registration Rights.....................12
1.12 "Market Stand-off" Agreement......................................12
1.13 Delay of Registration.............................................12
1.14 Termination of Registration Rights................................12
2. Right of First Refusal.....................................................13
2.1 "New Securities"..................................................13
2.2 Notice of Proposed Issuance.......................................13
2.3 Sale of New Securities............................................14
2.4 Assignment........................................................14
2.5 Termination of Right of First Refusal.............................14
3. Co-Sale Rights.............................................................14
3.1 Sales by an Investor..............................................14
3.2 Exempt Transfers..................................................15
3.3 Prohibited Transfers..............................................16
3.4 Assignment........................................................16
3.5 Termination of Co-Sale Rights.....................................17
3.6 Waiver............................................................17
4. Company Records and Policy.................................................17
5. Miscellaneous..............................................................18
5.1 Governing Law.....................................................18
5.2 Entire Agreement..................................................18
5.3 Successors and Assigns............................................18
5.4 Notices, etc......................................................18
5.5 Amendments: Waivers...............................................18
5.6 Delays or Omissions...............................................19
5.7 Severability......................................................19
5.8 Counterparts......................................................19
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METRON SEMICONDUCTORS EUROPA B.V.
INVESTOR-RIGHTS AGREEMENT
THIS INVESTOR RIGHTS AGREEMENT is made as of the 6th day of July, 1995, by
and among Metron Semiconductors Europa B.V., a corporation organized and
existing under the laws of The Netherlands (the "Company"), and the investors
listed on the Schedule of Investors attached hereto as Schedule A (the
"Investors").
R E C I T A L S
A. That certain Agreement and Plan of Reorganization (the "Reorganization
Agreement") dated as of April 3, 1995 calls for the Company and the Investors to
enter into this Investor Rights Agreement granting to the Investors the rights
set forth herein.
B. As of the date of this Agreement the Company has an authorized share
capital of One Million Dutch Guilders (NLG 1,000,000) divided in ten million
shares with a par value of NLG 0.10 per share each. Upon consummation of the
transactions contemplated by the Reorganization Agreement, the issued share
capital of the Company is approximately NLG 292,193 divided into 2,921,930
shares.
C. In entering into this Agreement, the parties have assumed that any
initial public offering of the Company's shares will take place principally in
the United States of America, and be registered under the Securities Act of
1933, as amended.
D. The unofficial English translations of the current Articles of
Association of the Company and of the proposed Articles of Association of the
Company which each contain further restrictions applicable to the Company's
shares, are attached hereto as Exhibit A and B, respectively.
A G R E E M E N T
Now, therefore, in consideration of the foregoing premises and the mutual
covenants set forth herein, the parties agree as follows:
1. Registration Rights.
1.1 Definition. As used in this Agreement the following terms shall have
the following respective meanings:
(a) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended;
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(b) "Form S-3" shall mean such form under the Securities Act as in
effect on the date hereof or any successor form promulgated by the SEC
(including Form F-3 and its successors);
(c) "Holder" shall mean any person who is the legal owner of
Registrable Securities which have not previously been registered under the
Securities Act and sold, but only if such person is an Investor or an
assignee or transferee thereof in accordance with Section 1.10 hereof. For
all purposes of this Agreement, the Company and the other parties hereto
are expressly authorized to treat those persons registered in the
Shareholders' Register as the legal owners of the Company's shares;
(d) "Qualified Initial Public Offering" shall mean the first public
offering of the Company's shares in the United States, registered under the
Securities Act and involving net proceeds to the Company of more than US
$7,500,000 and a gross offering price of at least US $8.00 per share with a
pair value of NLG 0.10 each (as adjusted from time to time to reflect stock
splits, stock dividends, recapitalizations, combinations or the like);
(e) The terms "register", "registered" and "registration" shall mean a
registration effected through the preparation and filing of a registration
statement or similar document in compliance with the Securities Act;
(f) "Registrable Securities" shall mean any and all Shares issued and
outstanding immediately after the closing of the reorganization pursuant to
the Reorganization Agreement and the shares or other securities of the
Company issued in a stock split or reclassification of, or a stock dividend
or other distribution on or in substitution or exchange for, or otherwise
in connection with, the Shares, or the shares or other securities of the
Company or other entity issued in a merger or consolidation involving the
Company or a sale of all or substantially all of the Company's assets;
excluding in all cases. However, any Registrable Securities sold by a
person in a transaction in which rights under this Section 1 are not
assigned;
(g) "Registration Expenses" shall mean all expenses incurred by the
Company in effecting any registration pursuant to this Agreement, including
without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, the expense of any special audits
incident to or required by any such registration and fees and disbursements
of counsel for the underwriter or underwriting of such securities (if the
Company is required to bear such fees and disbursements);
(h) "Securities Act" shall mean the Securities Act of 1933, as
amended;
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(i) "SEC" shall mean the Securities mid Exchange Commission;
(j) "Selling Expenses" shall mean the fees and disbursements of
counsel and accountants for the Holders, all underwriting discounts,
selling commissions and stock transfer taxes applicable to the securities
registered by the Holders and any other expenses incurred by the Holders
not expressly included as a Registration Expense;
(k) "Shares" shall mean the shares of the Company with a par value of
NLG 0.10 each held by Investors as of the date hereof.
1.2 Company Registration.
(a) If the Company shall determine to issue new shares in its share capital
and to register those shares, upon issue, for its own account in connection with
an underwritten offering, including a Qualified Initial Public Offering, on a
form which would permit the registration of Registrable Securities, the Company
will:
(i) promptly give to each Holder written notice thereof, and
(ii) include in such registration (and any related qualification under
applicable blue sky laws) and in any underwriting involved therein, all the
Registrable Securities specified in a written request or requests, made
within twenty (20) days after mailing or personal delivery of such written
notice from the Company, by any Holders, except as set forth in Section
1.2(b); provided however, that nothing herein shall prevent the Company
from, at any time, abandoning or delaying any such registration initiated
by it.
(b) Underwriting. If the registration of which the Company gives notice is
for a Qualified Initial Public Offering, the Company shall so advise the Holders
as a part of the written notice given pursuant to Section 1.2(1) (1). The right
of any Holder to registration pursuant to this Section 1.2 shall be conditioned
upon such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their Shares through such
underwriting shall (together with the Company) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting by the Company. Notwithstanding any other provision of this
Section 1.2, if the underwriter determines that inclusion of Registrable
Securities by the selling Holders would adversely affect the marketing of such
proposed offering, the number of Registrable Securities of such Holders to be
included in the registration and underwriting may be reduced or may be excluded
entirely from such registration and underwriting by the Company. The Company
shall so advise all Holders whose securities would otherwise be registered and
underwritten pursuant hereto, and the number of shares of Registrable Securities
that may be included in the registration and underwriting shall be allocated
among all Holders requesting inclusion in such registration in proportion, as
nearly as practicable, to the respective amounts of
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Registrable Securities held by such Holders at the time of filing the
registration statement. If any Holder disapproves of the terms of any such
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the underwriter. Any securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration and shall not be sold or
otherwise transferred prior to one hundred eighty (180) days after the effective
date of the registration statement relating thereto.
1.3 Form S-3 Registration. In case the Company shall receive from any
Holder or Holders a written request or requests that the Company effect a
registration on Form S-3 for a public offering of at least 125,000 Registrable
Securities (as adjusted from time to time to reflect stock splits, stock
dividends, recapitalizations, combinations or the like), and the Company is
entitled to use Form S-3 to register the Registrable Securities for such
offering, the Company will:
(a) promptly give written notice of the proposed registration to all other
Holders, and
(b) as soon as practicable, effect such registration to permit or
facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any other Holder or Holders joining in such
request as are specified in a written request given within twenty (20) days
after receipt of such written notice from the Company; provided, however, that
the Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 1.3: (1) if the Company
has, within the twelve (12) month period preceding the date of such request
already effected one (1) registration on Form S-3 for any Holder or Holders
pursuant to this Section 1.3; (ii) if the Company has, within the one hundred
eighty (180) days preceding the date of such request, completed its first
registered offering to the public for its own account; (iii) if the Company
shall finish to the requesting Holders a certificate signed by one or more
Managing Directors of the Company stating that, in the good faith judgment of a
majority of the members of the Supervisory Board of the Company, it would be
seriously detrimental to the Company and its shareholders for such Form S-3
registration statement to be effected at such time, in which event the Company
shall have the right to defer the filing of the Form S-3 registration statement
for a period of not more than one hundred thirty (130) days after receipt of the
request of the Holder or Holders under this Section 1.3, provided that the
Company shall not utilize this right more than once in any twelve (12) month
period.
Subject to the foregoing, the Company shall file a registration statement
covering the Registrable Securities so requested to be registered as soon as
practicable after receipt of the request or requests of the Holders.
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1.4 Obligations of the Company. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously and as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use its best efforts to cause such registration
statement to become effective and, upon the request of the Holders of a majority
of the Registrable Securities registered thereunder, keep such registration
statement effective for up to one hundred twenty (120) days or until the Holder
or Holders have completed the distribution described in the registration
statement, whichever first occurs.
(b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus, used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement for the same time period as under Section 1.4(a).
(c) Furnish to the Holders such numbers, of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.
(d) In the event of any underwritten public offering, use reasonable best
efforts to perform its obligations under such underwriting agreement, in usual
and customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also use reasonable best efforts to
perform his, her or its obligations under such agreement.
(e) The Company and the Holders shall each comply with all requirements of
and pursuant to the Dutch Act on the Supervision of the Securities Trade and
shall instruct the underwriters to comply with such requirements.
(f) Use its best efforts to register or qualify the Registrable Securities
covered by such registration statement under such state securities or blue sky
laws of such jurisdictions as such participating Holders may reasonably request
in writing within 120 days following the original filing of such registration
statement except that the Company shall not for any purpose be required to file
a general consent to service of process or to qualify to do business as a
foreign corporation in any jurisdiction wherein it is not so qualified.
1.5 [intentionally omitted]
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1.6 Expenses of Registration. All Registration Expenses incurred in
connection with any registration, filing qualification or compliance pursuant to
this Section 1 shall be borne by the Company. All Selling Expenses relating to
securities registered by the Holders shall be borne by the Holders. However, the
Company shall not be required to pay Registration Expenses for any registration
begun pursuant to Section 1.3, the request for which has been subsequently
withdrawn by the initiating Holders, in which case, such Registration Expenses
shall be borne by the Holders requesting such withdrawal.
1.7 Furnish information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 that
the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities and qualification under applicable state
securities or blue sky law.
1.8 Indemnification. In the event any Registrable Securities are included
in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder of Registrable Securities included in a registration
statement pursuant to the provision of this Section 1 (excluding Holders who are
then Managing Directors or Supervisory Directors of the Company), each of the
officers, directors and partners of each Holder, any underwriter (as defined in
the Securities Act) for such Holder and each person, if any who controls such
Holder or underwriter within the meaning of the Securities Act or Exchange Act,
against any losses, claims, damages or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act or other
federal or state law insofar as such losses claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (if) 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; or (iii) any
violation or alleged violation by the Company of the Securities Act the Exchange
Act, any state securities law or any rule or regulation promulgated under the
Securities Act the Exchange Act, any state securities law or the Dutch Act on
the Supervision of the Securities Trade in connection with the offer or sale of
the shares included in the registration statement, and the Company will
reimburse each such Holder, officer or director, underwriter 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 1.8(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability, or
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action if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability, or action to the
extent that it wises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, officer or director, underwriter or
controlling person.
(b) To the extent permitted by law, each Holder of Registrable Securities
which are included in a registration pursuant to the provisions of this Section
1 will indemnify and hold harmless the Company, each of its Managing Directors
and Supervisory Directors, each person, if any, who controls the Company within
the meaning of the Securities Act, each underwriter (within the meaning of the
Securities Act) of the Company's securities covered by such a registration
statement, any person who controls such underwriter, and any other Holder
selling securities in such registration statement and each of its directors,
officers or partners or any person who controls such Holder, against any losses,
claims, damages, or liabilities joint or several) to which the Company or any
such underwriter, other Holder, director, officer or controlling person may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement including any preliminary prospectus gr final prospectus contained
therein or any amendments or supplements thereto, (ii) 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; or (iii) any violation
or alleged violation by the Holder of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act, any state securities law or the Dutch Act on the
Supervision of Securities Trade in connection with the offer or sale of the
shares included in the registration statement, provided that in the case of (i)
and (ii) above the indemnification obligation of such Holder shall only be to
the extent that such untrue statement or alleged untrue statement or omission or
alleged omission occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration, and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such underwriter, other Holder,
Managing Director, Supervisory Director, or controlling person in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this
Section 1.8(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 the Holder, which consent shall not be unreasonably withheld.
(c) Promptly after receipt by an indemnified party under this Section 1.3
of notice of the commencement of any action (including any governmental action),
such indemnified party will if a claim in respect thereof is to be made against
any indemnifying party under this Section 1.8, notify the indemnifying party in
writing of the commencement thereof, and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to
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assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, if the defendants in any action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, or if there is a conflict of interest which would
prevent counsel for the indemnifying party from also representing the
indemnified party; the indemnified party or parties shall have the right to
select separate counsel to participate in the defense of such action on behalf
of such indemnified party or parties. After notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of paragraph (a) or (b) above for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless (i) the indemnified
party shall have employed counsel in accordance with the proviso of the
preceding sentence, (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after the notice of the commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party. The failure of any
indemnified party to notify an indemnifying party within a reasonable time of
the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party of liability to the
indemnified party under this Section 1.8 only to the extent that such failure to
give notice shall materially prejudice the indemnifying party in the defense of
any such claim or any such litigation, 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 1.8.
1.9 Reports Under Exchange Act. With a view to making available to the
Holders, the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company agrees to:
(a) from and after such time as it has securities registered pursuant to
Section 12 of the Exchange Act, or has securities registered pursuant to the
Securities Act; make timely filing of such reports as are required to be filed
by it with the SEC so that Rule 144 or Form S-3 under the Securities Act or any
successor provision thereto will be available to the Holders who are otherwise
able to take advantage of the provisions of such Rule or Form;
(b) as applicable, furnish to any Holder so long as the Holder owns any
Registrable Securities, forthwith upon request, (i) a written statement by the
Company that it has complied with the reporting, requirements of the Securities
Act and the Exchange Act (at any time after it has become subject to such
reporting requirements), or that it qualifies as a registrant whose securities
may be resold pursuant to Form S-3 (at any time after it so
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qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company with the
SEC and (iii) such other information as may be reasonably requested in availing
any Holder of any rule or regulation of the SEC which permits the selling of any
such securities without registration or pursuant to such form.
1.10 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 1 may be assigned by a
Holder to a transferee or assignee of all Registrable Securities held by the
transferor or assignor, provided that the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned and such transferee or assignee agrees in
writing to be bound by the terms of this Agreement; provided, however, that such
assignment of rights shall be effective only if immediately following such
transfer the Registrable Securities so transferred or assigned continue to
constitute "restricted securities" (as defined in Rule 144 under the Securities
Act) in the hands of such transferee or assignee.
1.11 Limitations on Subsequent Registration Rights. From and after the date
of this Agreement, the Company shall not, without the prior written consent of
the Holders of a majority of the outstanding Registrable Securities, enter into
any agreement with any holder or prospective holder of any securities of the
Company which would allow such holder or prospective holder to include such
securities in any registration filed under Section 1.2 or 1.3 hereof, unless
under the terms of such agreement such holder or prospective holder may include
such securities in any such registration only to the extent that the inclusion
of his or her securities will not reduce the amount of the Registrable
Securities of the Holders which is included.
1.12 "Market Stand-off" Agreement. If requested by the Company, or an
underwriter of Shares (or other securities) of the Company, each Holder hereby
agrees that it will not sell or otherwise transfer or dispose of any Registrable
Securities, except Shares included in such registration, during the one hundred
eighty (180) day period following the effective date of a registration statement
of the Company filed under the Securities Act.
In order to enforce the foregoing covenant and to the extent permissible
under applicable laws, the Company may impose stop-transfer instructions with
respect to the Registrable Securities of each Holder (and the shares or
securities of every other person subject to the foregoing restriction) until the
end of such 180-day period.
1.13 Delay of Registration. Subject to applicable law, no Holder shall have
any right to obtain or seek an injunction restraining or otherwise delaying any
such registration as the result of any controversy that might arise with respect
to the interpretation or implementation of this Section 1.
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1.14 Termination of Registration Rights. The right of any Holder to
exercise any right provided under Section 1.2 or 1.3 shall terminate after three
(3) years following the consummation of the sale of securities pursuant to a
registration statement filed by the Company under the Securities Act in
connection with the initial firm commitment underwritten offering of its
securities to the general public, or such earlier date as all shares of
Registrable Securities held by such Holder may immediately be sold under Rule
144 or any successor provision during any 90-day period.
2. Right of First Refusal. The Company hereby grants to each Investor the
right of first refusal to purchase its pro rata share of any New Securities (as
defined in Section 2.1) that the Company may, from time to time propose to issue
- only if the statutory pre-emptive rights under Section 206(a) of Book 2 of the
Dutch Civil Code have been excluded by a resolution of the General Meeting of
Shareholders or, if the Supervisory Board has been designated to resolve upon
the issuance of shares, by resolution of the Supervisory Board of the Company -
or propose to sell, in case the Articles of Association require shareholders'
approval for the transfer of shares, only if such sale has been approved by a
resolution of the General Meeting of Shareholders, and in case the Articles of
Association provide for pre-emptive rights for the transfer of shares held by
the Company in its own capital, only if such pre-emptive rights have been
excluded by a resolution of the General Meeting of Shareholders or, if the
Supervisory Board has been designated to resolve upon the issuance of shares, by
resolution of the Supervisory Board. An Investor's pro rata share, for purpose
of this right of first refusal, is the ratio of the number of Shares legally
owned by such Investor immediately prior to the issuance of New Securities to
the total number of Shares legally owned by all of the Investors immediately
prior to the issuance of New Securities. This right of first refusal shall be
subject to the following provisions:
2.1 "New Securities". "New Securities" shall mean any shares of the
Company, whether or not now authorized, and rights, options or warrants to
purchase such shares, and securities of any type whatsoever that are or may
become convertible into shares of the Company, provided, however, that the term
"New Securities" shall not include (i) securities issued pursuant to the
Reorganization Agreement or issued prior to the date of this Agreement, (ii)
securities; issued pursuant to the acquisition of another business entity or
business segment of any such entity by the Company by merger, purchase of
substantially all the assets of such entity or business segment or other
reorganization, (iii) securities issued to officers, directors, employees or
consultants of or to the Company pursuant to any stock option, stock purchase or
stock bonus plan, agreement " arrangement approved by the Managing Board or
Supervisory Board of the Company, (iv) securities issued in any public offering
which is firmly underwritten,(v) securities issued in connection with any stock
split, stock dividend or recapitalization of the Company, and (vi) any right,
option or warrant to acquire any security convertible into the securities
excluded from the definition of New Securities pursuant to subsections (i)
through (v) above.
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2.2 Notice of Proposed Issuance. In the event the Company proposed to
undertake an issuance or sale of New Securities, it shall give each Investor
written notice of its intention, describing the type of New Securities, their
price and the general terms upon which the Company proposes to issue such New
Securities. Each Investor shall have twenty (20) days after any such notice is
delivered to exercise its option to purchase up to its pro rata portion of such
New Securities at the price and upon the terms specified in the notice by giving
written notice to the Company and stating therein the quantity of New Securities
to be purchased.
2.3 Sale of New Securities. In the event the Investors fail to exercise
fully the right of first refusal and first offer within said twenty (20) day
period, the Company shall have ninety (90) days thereafter to sell or issue or
enter into an agreement (pursuant to which the sale of New Securities covered
thereby shall be closed, if at all, within sixty (60) days from the date of such
agreement) to sell or issue the New Securities respecting which the Investors'
right of first refusal set forth in this Section 2 is not exercised, at a price
and upon terms no more favorable to the purchasers thereof than are specified in
the Company's notice to Investors pursuant to Section 2.2. In the event the
Company has not sold the New Securities within the foregoing period, the Company
shall not thereafter issue or sell any New Securities without first again
offering such securities to the Investors in the manner provided in Section 2.2
above.
2.4 Assignment. The rights granted by the Company pursuant to this Section
2 may be assigned by any Investor to a transferee or assignee of not less than
all of the Shares held by such Investor; provided that such assignment may
otherwise be affected in accordance with applicable securities laws and that the
Company is given written notice at the time of said assignment stating the name
and address of said transferee or assignee and identifying the securities with
respect to which such rights are being assigned, and such transferee or assignee
agrees in writing to be bound by the term and conditions of this Agreement
2.5 Termination of Right of First Refusal. The right of first refusal
granted under this Section 2 shall terminate upon the effectiveness of the first
registration statement filed by the Company involving a Qualified Initial Public
Offering.
3. Co-Sale Rights.
3.1 Sales by an Investor.
(a) Except as otherwise provided in this Section 3, in the event that any
Investor proposes to sell or transfer all or any of the Shares then held by such
Investor (a "Selling Investor") to any non-Investor (other than the Company),
such Selling Investor shall promptly give written notice (the "Co-Sale Notice")
simultaneously to the Company and each Investor at least twenty (20) days prior
to the closing of such sale or transfer. The Co-Sale
13
Notice shall describe the proposed sale or transfer in reasonable detail
including, without limitation, the number of Shares to be sold or transferred,
the consideration to be paid, and the name and address of each prospective
purchaser or transferee.
(b) Each Investor shall have the right exercisable upon written notice to
the Selling Investor within fifteen (15) days after receipt of the Co-Sale
Notice, to participate in such sale of Shares to the extent set forth in Section
3.1(c) on the same terms and conditions as are set forth in the Co-Sale Notice.
To the extent that one or more of the Investors exercises such right of
participation, the number of shares that the Selling Investor may sell in the
transaction shall be correspondingly reduced. Each Investor who elects to
participate in such sale is referred to herein as a "Participant."
(c) Each Investor may sell up to such Investor's pro rata portion of the
number of Shares offered for sale by the Selling Investor. An Investor's pro
rata portion for purposes of this co-sale right is determined by multiplying (i)
the number of Shares to be sold by the Selling Investor by (ii) a fraction, the
numerator of which is the number of Shares held by such Investor and the
denominator of which is the sum of the number of Shares held by the Selling
Investor and by all other Investors.
(d) To the extent that any prospective purchaser or purchasers refuses to
purchase shares from a Participant in connection with the exercise of his or its
rights of co-sale hereunder, the Selling Investor shall not sell to such
prospective purchaser or purchasers any Shares unless, prior to, or
simultaneously with such sale, the Selling Investor purchases such Sham from
Participant.
(e) Any sale of shares covered by the Co-Sale Notice and any sale of shares
by a Selling Investor exercising its co-sale right pursuant to such Co-sale
Notice shall be consummated, other than compliance with the share transfer
restrictions in the Articles of Association of the Company and with the formal
requirements of Netherlands law to effect the transfer of such Shares, within
sixty (60) days after delivery of the Co-Sale Notice and shall be on terms and
conditions no more favorable to the Selling Investor than the terms specified in
the Co-Sale Notice. Any sale of such Shares after such 60-day period shall again
be subject to the obligations set forth in Sections 3.1(a) through (e). Each
such sale shall constitute a separate transaction between the Participant and
the Selling Investor on the one hand and the purchaser(s) on the other hand.
(f) The exercise or non-exercise of the rights of any Investor hereunder to
participate in one or more sales of Shares made by any Investor shall not
adversely affect such Investor's rights to participate in subsequent sales of
Shares subject to this Section 3.1.
14
3.2 Exempt Transfers.
(a) Notwithstanding any other provision of this Agreement the provisions of
Section 3.1 shall not apply to:
(i) any pledge of Shares made pursuant to a bona fide loan transaction
that creates a mere security interest including the foreclosure of any such
pledge;
(ii) any transfer to an Investor's ancestors, descendants or spouse,
or to trusts, for the benefit of such persons or such Investor; or
(iii) any bona fide gift;
provided that the Investor making an exempt transfer pursuant to this Section
3.2(a) shall provide the other Investors and the Company with prior written
notice of the transfer, and the proposed transferee shall furnish the Investors
with a written agreement to be bound by and comply with all provisions of this
Agreement, such that the transferee shall be treated as a "Investor" for
purposes of this Section 3 with respect to the shares received in the exempt
transfer.
(b) Notwithstanding any other provision of this Agreement, the provisions
of Section 3.1 shall not apply to any sale of Shares (i) to the public pursuant
to a registration statement filed with, and declared effective by, the SEC under
the Securities Act, (ii) in connection with a merger exchange offer or tender
offer pursuant to which all shareholders of the Company are given the
opportunity to sell or exchange their shares or (iii) pursuant to the terms of
that certain Buy and Sell Agreement of even date herewith and that certain Stock
Repurchase Agreement dated as of November 14, 1994.
3.3 Prohibited Transfers.
In the event a Selling Investor sells any Shares in violation of the terms
of this Agreement (a "Prohibited Transfer"), each Investor, in addition to such
other remedies as may otherwise be available, shall have the right, subject to
compliance with the terms of the Articles of Association of the Company, to sell
to the Selling Investor the type and number of Share equal to the number of
shares each Investor would have been entitled to transfer to the purchaser under
Section 3.1(c) had the Prohibited Transfer been effected in compliance with the
terms hereof. Such sale shall be made on the following terms and conditions:
(a) The price per share at which the shares are to be sold to the Selling
Investor shall be equal to the price per share paid by the purchaser to the
Selling Investor in the Prohibited Transfer. The Selling Investor shall also
reimburse each Investor for any and all fees and expenses, including legal fees
and expenses, incurred pursuant to the exercise or the attempted exercise of the
Investor's rights under Section 3.1.
15
(b) Within thirty (30) days after the earlier of the dates on which the
Investor (A) received notice of the Prohibited Transfer or (B) otherwise became
aware of the Prohibited Transfer, each Investor shall, if exercising the option
created hereby, transfer to the Selling Investor the Shares to be sold in
accordance with requirements of Netherlands law and in such event the Selling
Investor shall buy and accept the aforementioned Shares.
(c) The Selling Investor shall, upon receipt of the Shares to be sold by an
Investor pursuant to this Section 3.3, pay the aggregate purchase price therefor
and the amount of reimbursable fees and expenses determined pursuant to
paragraph (a) in cash or by other means acceptable to the Investor.
3.4 Assignment. The rights of any Investors under this Section 3 may be
assigned only to an assignee or transferee of all of the Shares held by such
Investor, provided that such assignment may otherwise be effected in accordance
with applicable securities laws and that the Company is given written notice at
the time of said assignment stating the name and address of said transferee or
assignee and identifying the securities with respect to which such rights are
being assigned and such transferee or assignee agrees in writing to be bound by
the terms and conditions of this Agreement.
3.5 Termination of Co-Sale Rights. The rights of co-sale granted under this
Section 3 shall terminate upon the effectiveness of the first registration
statement filed by the Company involving a Qualified Initial Public Offering.
3.6 Waiver. With respect to a transfer or sale of shares by a party to this
Agreement which complies with the provisions of this Agreement and to the extent
that the Company's Articles of Association require shareholder approval of the
transfer or sale of shares and/or provide shareholders with a right of first
refusal with respect to such sale or transfer, each of the parties to this
Agreement agrees to approve such transfer or sale, undertakes to waive such
right of first refusal and/or vote in favor of exemption of such transfer or
sale from such right of first refusal if requested by the Company or a party to
this Agreement, whether at a shareholder meeting, by shareholder resolution,
shareholders agreement or any other written instrument and further agrees to
execute documents reasonably requested of them to reflect such approval or
waiver.
4. Company Records and Policy.
(a) The Managing Board of the Company shall note on the Register of
Shareholders that the Investor's Shares are subject to this Agreement.
(b) In the event that certificates are issued representing the Shares, such
certificates shall bear the following legend:
16
THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
OF A CERTAIN INVESTORS RIGHTS AGREEMENT BY AND BETWEEN THE
SHAREHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF SHARES OF THE
CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE CORPORATION.
(c) Any offer, including the prospect to hold out an offer, issuance,
transfer or sale of all Shares is further subject to all restrictions on
transfer imposed by Dutch, Federal and applicable state securities laws.
Accordingly, it is understood and agreed that the certificates representing the
Shares shall bear any legends required by Dutch authorities, any applicable
state securities administrator or commissioner and by Federal securities law.
(d) Each Investor agrees that the Company may impose transfer restrictions
on the Shares subject to this Agreement to enforce the provisions of this
Agreement. The restrictions shall be removed upon termination of this Agreement.
Upon termination of the Agreement and request by the Shareholder, the Company
shall, if certificates have been issued representing the Shares, issue a new
share certificate without a legend when the legended certificate has been
forwarded to the Company.
5. Miscellaneous.
5.1 Governing Law. Section 1 of this Agreement shall be governed in all
respects by the laws of the State of California applicable to contracts entered
into and wholly to be performed within California by California residents.
Sections 2, 3, 4 and 5.2 - 5.8 of this Agreement shall be governed in all
respects by the laws of the Netherlands.
5.2 Entire Agreement. This Agreement constitutes the entire agreement among
the Company and the Investors with respect to the subject matter hereof and
supersedes all previous agreements and understandings, written or oral,
concerning the subject matter hereof.
5.3 Successors and Assigns. Subject to the exceptions and requirements
specifically set forth in this Agreement, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, successors, administrators, executors and assigns of the parties hereto.
5.4 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
upon personal delivery or on the day sent by facsimile transmission if a true
and correct copy is sent the same day by first class mail, postage prepaid, or
by dispatch by an internationally recognized
17
express courier service, and in each case addressed (a) if to an Investor at the
address set forth on Schedule A hereto, or at such other address as such
Investor shall have furnished to the Company and to the other Investors by ten
(10) days' notice in writing, (b) if to the Company, at its principal office, or
at such other address as the Company shall have furnished to each Holder in
writing or (c) if to a Holder, at the address thereof reflected in the
Shareholders Register of the Company.
5.5 Amendments: Waivers. Any provision of this Agreement may be amended and
the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively) by the written consent of
the Company and of Investors holding at least ninety-five percent (95%) in
interest of the Shares held by all the Investors (including any Shares issued
upon conversion thereof, and including Shares transferred to any assignee of the
right or obligation to be amended). Any Investor may waive any of his, her or
its rights hereunder without obtaining the consent of any other Investor. Any
amendment or waiver effected in accordance with the first sentence of this
Section 5.5 shall be binding upon each holder of any of the Shares, his, her or
its successors and assigns, and the Company. Any waiver effected in accordance
with the second sentence of this Section 5.5 shall be binding upon the waiving
Investor and the successors and assignees of such Investor.
5.6 Delays or Omissions. No delay or omission to exercise any right, power
or remedy accruing to any Investor, upon any breach or default of the Company or
any other Investor under this Agreement, shall impair any such right, power or
remedy of such Investor, nor shall it be construed to be a waiver of any such
breach or default, or any acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any Investor of any breach or default under this
Agreement, or any waiver on the part of any Investor of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies either under
this Agreement, or by law or otherwise afforded to any Holder, shall be
cumulative and not alternative.
5.7 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
5.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
18
SIGNATURE PAGE OF INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, each of undersigned or their respective duly authorized
officers or representatives have executed this Agreement as of the date first
above written.
METRON SEMICONDUCTORS EUROPA
B.V.
By: /s/ Illegible
-----------------------------
Its: Managing Director
-----------------------------
INVESTORS:
FLUOROWARE INC.
By: /s/ Illegible
-----------------------------
Its: Executive V.P.
-----------------------------
FSI INTERNATIONAL, INC.
By: /s/ Illebible
-----------------------------
Its: Executive V.P. & CFO
-----------------------------
/s/ Xxx Xxxxxxx
---------------------------------
Xxx Xxxxxxx
/s/X.X. Xxxxxx-Prinsep
---------------------------------
X.X. Xxxxxx-Prinsep
/s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx
/s/ Xxxx Xxxxxxx
---------------------------------
Xxxx Xxxxxxx
/s/ X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx
19
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (this "Indemnification Agreement") is made
as of the 18 day of November, 1999, by and among Metron Technology N.V., a
corporation organized and existing under the laws of the Netherlands (the
"Company"), and the investors listed on the signature page hereto (the "Selling
Shareholders").
RECITALS
WHEREAS, the Company and the Selling Shareholders (as well as other
shareholders of the Company) are party to an Investor Rights Agreement dated as
of July 6, 1995 (the "Investor Rights Agreement").
WHEREAS, the Company and the Selling Shareholders desire to supplement the
indemnification provisions set forth in Section 1.8 of the Investor Rights
Agreement as set forth in this Indemnification Agreement.
WHEREAS, simultaneously with the execution of this Indemnification
Agreement, the Company and the Selling Shareholders have executed the
Underwriting Agreement (referred to in Section 1(a) below).
AGREEMENT
Now therefore, in consideration of the foregoing premises and mutual
covenants set forth herein, the parties agree as follows:
1. Indemnification.
(a) Indemnification by the Company. To the extent permitted by law, the
Company will indemnify and hold harmless each Selling Shareholder, each of the
officers, directors and partners of such Selling Shareholder, and each person,
if any, who controls such Selling Shareholder within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), against any losses,
claims, damages, or liabilities (joint or several) (or actions in respect
thereof) to which they may become subject under Section 8(b) of the Underwriting
Agreement (the "Underwriting Agreement") dated as of the date hereof by and
among the Company, the Selling Shareholders and Banc of America Securities LLC,
XX Xxxxx Securities Corporation and U.S. Bancorp Xxxxx Xxxxxxx, as
Representatives of the several Underwriters of the Company's initial public
offering (the "Underwriters"); and the Company will reimburse each such Selling
Shareholder, officer, director or partner 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 1(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 the Company (which consent
shall not be unreasonably withheld).
20
(b) Indemnification Mechanics. Promptly after receipt by an indemnified
party under this Section 1 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
1, notify the indemnifying party in writing of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, if the defendants in any action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, or if there is
a conflict of interest which would prevent counsel for the indemnifying party
from also representing the indemnified party, the indemnified party or parties
shall have the right to select separate counsel to participate in the defense of
such action on behalf of such indemnified party or parties. After notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party pursuant to the provisions of paragraph (a) above for any
legal or other expense subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation, unless (i) the indemnified party shall have employed counsel in
accordance with the proviso of the preceding sentence, (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after the notice of the
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party. The failure of any indemnified party to notify an
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of liability to the indemnified party under this Section 1
only to the extent that such failure to give notice shall materially prejudice
the indemnifying party in the defense of any such claim or any such litigation,
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 1.
2. Indemnification of Underwriters. The Company and each of the Selling
Shareholders acknowledge that each of the Selling Shareholders, jointly and
severally, has agreed to indemnify and hold harmless each Underwriter, its
officers and employees, and each person, if any, who controls any Underwriter
within the meaning of the Securities Act and the Exchange Act against any loss,
claim, damage, liability or expense, as incurred, to which such Underwriter or
such controlling person may become subject, under the Securities Act, the
Exchange Act or other federal or state statutory law or regulation, or at common
law or otherwise (including in settlement of any litigation, if such settlement
is effected with the written consent of the Company), insofar as such loss,
claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon the matters described in
sections 8(b)(i), 8(b)(ii), 8(b)(iii)(x) and 8(b)(v) of the Underwriting
Agreement (the "Company-Related Indemnification Obligations"), among other
matters. Although each Selling Shareholder's indemnification obligations in the
Underwriting Agreement is joint and several, each Selling Shareholder agrees
that the burden of the Company-Related Indemnification Obligations should be
borne on a pro rata basis by all of the Selling Shareholders. Accordingly, each
Selling Shareholder hereby agrees to reimburse promptly any other Selling
Shareholder that
21
is required to pay any amount to the Underwriters in satisfaction of any claim
for indemnification under the Company-Related Indemnification Obligations that
is in excess of that Selling Shareholder's Pro Rata Indemnification Obligation
(as defined below); provided, however, that each Selling Shareholder's
reimbursement obligation herein shall be limited to such Selling Shareholder's
Pro Rata Indemnification Obligation. For these purposes, a Selling Shareholder's
Pro Rata Indemnification Obligation shall equal the total indemnification amount
incurred by all Selling Shareholders for Company-Related Indemnification
Obligations multiplied by the ratio of the Selling Shareholder's number of
common shares sold in the initial public offering to the total number of common
shares sold by all Selling Shareholders in the initial public offering. In the
event that an action seeking indemnification or other rights under the
Company-Related Indemnification Obligations is commenced by any Underwriter
against any of the Selling Shareholders, the Company and all other Selling
Shareholders hereby waive any objections to and further consent to being joined
in such litigation by the defendant Selling Shareholder.
3. Miscellaneous.
(a) Governing Law. Sections 1 and 2 of this Indemnification Agreement shall
be governed in all respects by the laws of the State of California applicable to
contracts entered into and wholly to be performed within California by
California residents. Sections 3(b)-(h) of this Indemnification Agreement shall
be governed in all respects by the laws of the Netherlands.
(b) Entire Agreement. This Indemnification Agreement constitutes the entire
agreement among the Company and the Selling Shareholders with respect to the
subject matter hereof and supersedes all previous agreements and understandings,
written or oral, concerning the subject matter hereof; provided, however, that
the Investor Rights Agreement is not superseded by this Agreement and remains in
full force and effect
(c) Successors and Assigns. Subject to the exceptions and requirements
specifically set forth in this Indemnification Agreement, the terms and
conditions of this Indemnification Agreement shall inure to the benefit of and
be binding upon the respective heirs, successors, administrators, executors and
assigns of the parties hereto.
(d) Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
upon personal delivery or on the day sent by facsimile transmission if a true
and correct copy is sent the same day by first class mail, postage prepaid, or
by dispatch by an internationally recognized express courier service, and in
each case addressed (i) if to a Selling Shareholder at the address set forth on
Schedule A to the Investor Rights Agreement, or at the such other address as
such Selling Shareholder shall have furnished to the Company and to the other
Selling Shareholders by ten (10) days' notice in writing, or (ii) if to the
Company, at its principal office, or at such other address as the Company shall
have furnished to each Selling Shareholder in writing.
(e) Amendments; Waivers. Any provision of this Indemnification Agreement
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively) by the written
consent of the Company and each of the
22
Selling Shareholders. Any Selling Shareholder may waive any of his, her or its
rights hereunder without obtaining the consent of any other Selling Shareholder.
Any amendment or waiver effected in accordance with the first sentence of this
Section 3(e) shall be binding upon each Selling Shareholder, his, her or its
successors and assigns, and the Company. Any waiver effected in accordance with
the second sentence of this Section 3(e) shall be binding upon the waiving
Selling Shareholder and the successors and assignees of such Selling
Shareholder.
(f) Delays or Omissions. No delay or omission to exercise any right, power
or remedy accruing to any Selling Shareholder, upon any breach or default of the
Company or any other Selling Shareholder under this Indemnification Agreement,
shall impair any such right, power or remedy of such Selling Shareholder, nor
shall it be construed to be a waiver of any such breach or default, or any
acquiescence therein, or of or in any similar breach of default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
Selling Shareholder of any breach or default under this Indemnification
Agreement, or any waiver on the part of any Selling Shareholder of any
provisions or conditions of this Indemnification Agreement, must be in writing
and shall be effective only to the extent specifically set forth in such
writing. All remedies either under this Indemnification Agreement, or by law or
otherwise afforded to any party, shall be cumulative and not alternative.
(g) Severability. If one or more provisions of this Indemnification
Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Indemnification Agreement and the balance of this
Indemnification Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
(h) Counterparts. This Indemnification Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
23
IN WITNESS WHEREOF, each of undersigned or their respective duly authorized
officers or representatives have executed this Indemnification Agreement as of
the date first above written.
COMPANY:
METRON TECHNOLOGY B.V.
By: /s/ X. Xxxxx
-----------------------------------
Name: X. Xxxxx
---------------------------------
Title: President
--------------------------------
Selling Shareholders:
ENTEGRIS, INC.
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
---------------------------------
Title: President and CEO
--------------------------------
FSI INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
---------------------------------
Title: Vice President
--------------------------------
J. XXXXXXXXXXX XXXXXX-PRINSEP
/s/ X.X. Xxxxxx-Prinsep
--------------------------------------
XXX XXXXXXX
/s/ Xxx Xxxxxxx
--------------------------------------
24
