Shares ENERSYS Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTEnerSys • July 13th, 2004 • Wholesale-electrical apparatus & equipment, wiring supplies • New York
Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Banc of America Securities LLC William Blair & Company, L.L.C. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
INDEMNIFICATION AGREEMENT dated as of , , between ENERSYS, a Delaware corporation (the "Company"), and (the "Indemnitee").Indemnification Agreement • July 13th, 2004 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
WHEREAS, the Company has adopted provisions in its Certificate of Incorporation and Bylaws providing for indemnification of its officers and directors to the fullest extent permitted by the DGCL, and the Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification;
ContractStock Subscription Agreement • July 13th, 2004 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
STOCK SUBSCRIPTION AGREEMENT dated as of March 22, 2002, among ENERSYS HOLDINGS INC., a Delaware corporation (the “Company”), MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“MSDW Partners”), MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV, L.P., a Delaware limited partnership (“MSDW Investors”), MSDW IV 892 INVESTORS, L.P., a Delaware limited partnership (“MSDW 892”), MORGAN STANLEY GLOBAL EMERGING MARKETS PRIVATE INVESTMENT FUND, L.P., a Delaware limited partnership (“MSDW GEM”), and MORGAN STANLEY GLOBAL EMERGING MARKETS PRIVATE INVESTORS, L.P., a Delaware limited partnership (“MSDW GEM Investors”; and together with such other parties (other than the Company), individually, a “Purchaser”, and, collectively, the “Purchasers”).
QuickLinks -- Click here to rapidly navigate through this documentEnerSys • July 13th, 2004 • Wholesale-electrical apparatus & equipment, wiring supplies • New York
WHEREAS, the Company, the MSCP Securityholders and certain members of management of the Company entered into a Shareholder Agreement dated as of November 9, 2000 (the "2000 Shareholder Agreement"), with respect to certain matters related to the Company and its equityholders, and the 2000 Shareholder Agreement was amended and restated as of March 22, 2002 (the "2002 Securityholder Agreement"); and, the parties hereto desire to amend and restate the 2002 Securityholder Agreement with respect to certain matters related to the Company and certain of its equityholders;
