FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 1st, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2014 between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
METALDYNE PERFORMANCE GROUP INC. (a Delaware corporation) [l] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • New York
Metaldyne Performance Group Inc., a Delaware corporation (the “Company”) and ASP MD Investco LP (the “Selling Stockholder”), confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof), for whom Merrill Lynch, Goldman Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Stockholder, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to
