Exhibit 4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of
              ,
2008, among STR Holdings, Inc., a corporation organized under the laws of
the State of Delaware (the “Company”),
and the Persons named on the signature pages hereto (including any
additional signatories to this Agreement after the date hereof, the “Stockholders”).


 


W I T N E S S
E T H:


 


WHEREAS, the parties hereto desire to enter
into this Agreement to establish certain arrangements with respect to the
Company Securities owned by the Stockholders, and other related matters; and


 


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and obligations hereinafter set forth, the
parties hereto hereby agree as follows:


 


ARTICLE I


 


Section 1.01.    Demand
Registration.


 


(a)           If
the Company shall receive a written request from the DLJMB Stockholders (such
requesting person, the “Requesting Stockholder”)
that the Company effect the registration under the Securities Act of all or any
portion of such Requesting Stockholder’s Registrable Securities, and specifying
the intended method of disposition thereof, then the Company shall promptly
give notice of such requested registration (each such request shall be referred
to herein as a “Demand Registration”) at
least fifteen (15) Business Days prior to the anticipated filing date of the
registration statement relating to such Demand Registration to the other
Stockholders and thereupon shall use its best efforts to effect, as expeditiously
as possible, the registration under the Securities Act of:


 


(i)            all
Registrable Securities for which the Requesting Stockholders have requested
registration under this Section 1.01, and


 


(ii)           subject
to the restrictions set forth in Sections 1.01(e) and 1.02, all
other Registrable Securities of the same class as those requested to be
registered by the Requesting Stockholders that any Stockholders with rights to
request registration under Section 1.02 (all such Stockholders,
together with the Requesting Stockholders, the “Registering
Stockholders”) have requested the Company to register by request
received by the Company within ten (10) Business Days after such
Stockholders receive the Company’s notice of the Demand Registration, all to
the extent necessary to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be
registered; provided that, subject to Section 1.01(d) hereof,
the Company shall not be obligated to effect (x) more than six Demand
Registrations, (y) 


 

















 


more
than one Demand Registration during any four-month period, or (z) any
Demand Registration unless the aggregate gross proceeds expected to be received
from the sale of the Registrable Securities requested to be included by all
Registering Stockholders in such Demand Registration are at least $20 million
in any Demand Registration other than the Initial Public Offering.


 


(b)           Promptly
after the expiration of the ten (10) Business Day period referred to in Section 1.01(a)(ii) hereof,
the Company will notify all Registering Stockholders of the identities of the
other Registering Stockholders and the number of shares of Registrable
Securities requested to be included therein. 
At any time prior to the effective date of the registration statement
relating to such registration, the Requesting Stockholders may revoke such
request, without liability to any of the other Registering Stockholders, by
providing a notice to the Company revoking such request.


 


(c)           The
Company shall be liable for and pay all Registration Expenses in connection
with each Demand Registration, regardless of whether such Demand Registration
is effected.


 


(d)           A
Demand Registration shall not be deemed to have occurred:


 


(i)            unless
the registration statement relating thereto (A) has become effective under
the Securities Act and (B) has remained effective for a period of at least
120 days (or such shorter period in which all Registrable Securities of the
Registering Stockholders included in such registration have actually been sold
thereunder), provided that such registration
statement shall not be considered a Demand Registration if, after such
registration statement becomes effective, (1) such registration statement
is interfered with by any stop order, injunction or other order or requirement
of the SEC or other governmental agency or court and (2) less than 75% of
the Registrable Securities included in such registration statement have been
sold thereunder; or


 


(ii)           if
the Maximum Offering Size (as defined below) is reduced in accordance with Section 1.01(e) such
that less than 50% of the Registrable Securities of the Requesting Stockholders
sought to be included in such registration are included.


 


(e)           If
a Demand Registration involves a Public Offering and the managing underwriter
advises the Company and the Requesting Stockholders that, in its view, the
number of Company Securities that the Registering Stockholders and the Company
propose to include in such registration exceeds the largest number of shares that
can be sold without having an adverse effect on such offering, including the
price at which such shares can be sold (the “Maximum
Offering Size”), the Company shall include in such registration,
in the priority listed below, up to the Maximum Offering Size:


 


(i)            first,
all Registrable Securities requested to be registered by the Registering
Stockholders (allocated, if necessary for the offering not to exceed the 


 


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Maximum
Offering Size, pro rata among such Members on the basis of the relative number
of Registrable Securities so requested to be included in such registration by
each); and


 


(ii)           second,
all Registrable Securities proposed to be registered by the Company.


 


Section 1.02.    Piggyback
Registration.


 


(a)           If
the Company proposes to register any Company Securities under the Securities
Act (whether for itself or in connection with a sale of securities by a
Stockholder, but other than a registration on Form S-8 or S-4, or any
successor or similar forms, relating to common shares issuable upon exercise of
employee stock options or in connection with any employee benefit or similar
plan of the Company or in connection with a direct or indirect acquisition by
the Company of another Person), the Company shall each such time give prompt
written notice at least ten (10) Business Days prior to the anticipated
filing date of the registration statement relating to such registration to each
Stockholder (each a “Piggyback Stockholder”),
which notice shall set forth such Piggyback Stockholder’s rights under this Section 1.02
and shall offer such Piggyback Stockholder the opportunity to include in such
registration statement the number of Registrable Securities of the same class
or series as those proposed to be registered as each such Piggyback Stockholder
may request (a “Piggyback Registration”),
subject to the provisions of Section 1.02(b).  Upon the request of any such Piggyback
Stockholder made within five (5) Business Days after the receipt of notice
from the Company (which request shall specify the number of Registrable
Securities intended to be registered by such Piggyback Stockholder), the
Company shall use its best efforts to effect the registration under the
Securities Act of all Registrable Securities that the Company has been so
requested to register by all such Piggyback Stockholders, to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered, provided that (i) if such
registration involves a Public Offering, all such Piggyback Stockholders
requesting to be included in the Company’s registration must sell their
Registrable Securities to the underwriters selected as provided in Section 1.04(f)(i) on
the same terms and conditions as apply to the Company or any other selling
stockholders, and (ii) if, at any time after giving notice of its
intention to register any Company Securities pursuant to this Section 1.02(a) and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register such securities, the Company shall give notice to all such Piggyback
Stockholders and, thereupon, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration.  No registration effected under this Section 1.02
shall relieve the Company of its obligations to effect a Demand Registration to
the extent required by Section 1.01.  The Company shall be liable for and pay all
Registration Expenses in connection with each Piggyback Registration.


 


(b)           If
a Piggyback Registration involves a Public Offering (other than any Demand
Registration, in which case the provisions with respect to priority of
inclusion in such offering set forth in Section 1.01(e) shall
apply) and the managing 


 


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underwriter
advises the Company that, in its view, the number of Company Securities that
the Company and such selling Piggyback Stockholders propose to include in such
registration exceeds the Maximum Offering Size, the Company shall include in
such registration, in the following priority, up to the Maximum Offering Size:


 


(i)            with
respect to a Public Offering by the Company for its own account:


 


(1)           first, such number of
Registrable Securities proposed to be registered for the account of the
Company, if any, as would not cause the offering to exceed the Maximum Offering
Size, and


 


(2)           second, all Registrable
Securities requested to be included in such registration by any Registering
Stockholders (allocated, if necessary for the offering not to exceed the
Maximum Offering Size, pro rata among such Stockholders based on their relative
number of Registrable Securities requested to be included in the Piggyback
Registration, unless the managing underwriter reasonably determines otherwise
(which, for the avoidance of doubt, could, in the reasonable determination of
the managing underwriter, include the exclusion of all Registrable Securities
of the Management Stockholders), in which case the allocation of such
Registrable Securities shall be in the manner reasonably determined by the
managing underwriter).


 


(ii)           With
respect to a Public Offering by the Company for the account of selling
stockholders:


 


(1)           first, all Registrable
Securities requested to be included in such registration by any Registering
Stockholders (allocated, if necessary for the offering not to exceed the
Maximum Offering Size, pro rata among such Stockholders based on their relative
number of Registrable Securities requested to be included in the Piggyback
Registration, unless the managing underwriter reasonably determines otherwise
(which, for the avoidance of doubt, could, in the reasonable determination of
the managing underwriter, include the exclusion of all Registrable Securities
of the Management Stockholders), in which case the allocation of such
Registrable Securities shall be in the manner reasonably determined by the
managing underwriter), and


 


(2)           second, all Registrable
Securities proposed to be registered for the account of the Company.


 


Section 1.03.    Lock-Up
Agreements.


 


(a)           In
connection with each underwritten Public Offering, if requested by the managing
underwriter, the Company and the Stockholders agree (and the Company agrees, in
connection with any underwritten Public Offering, to use its commercially
reasonable efforts to cause its Affiliates to agree) not to effect any public 


 


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sale
or private offer or distribution, including any sale pursuant to Rule 144
of any Registrable Securities during the 10 days prior to the consummation of
such Public Offering and during such time period after the consummation of such
Public Offering, not to exceed 90 days (180 days in the case of the Initial
Public Offering); provided, however,
that no Other Stockholder will be required to agree to any restrictions that
are more restrictive than those applicable to any DLJMB Stockholder; provided further, however, that the restrictions described
in this Section 1.03 shall not apply to (i) any Company
Securities or other securities of the Company acquired in the Initial Public
Offering, in any Public Offering or in any open market transaction following
the Initial Public Offering and (ii) any Other Stockholder that ceases to
have Piggyback Registration Rights.


 


(b)           Other
than pursuant to a Demand Registration or Piggyback Registration, following the
expiration of any underwriter lock-up period applicable to the Stockholders for
the Initial Public Offering:


 


(i)            only
fifty percent (50%) of the Company Securities held by each Stockholder shall
become eligible for sale by such Stockholder on the date that is 180 days
following the expiration of such underwriter lock-up period; and


 


(ii)           the
remaining fifty percent (50%) of such Stockholder’s Company Securities shall
become eligible for sale by such Stockholder on the date that is 271 days
following the expiration of such underwriter lock-up period.


 


Section 1.04.    Registration
Procedures.  Whenever any
Stockholders request that any Registrable Securities be registered pursuant to Section 1.01
or 1.02 hereof, subject to the provisions of such Sections, the Company
shall use its best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof as quickly as practicable, and, in connection with any such request:


 


(a)           The
Company shall as expeditiously as possible prepare and file with the SEC a
registration statement on any form for which the Company then qualifies or that
counsel for the Company shall deem appropriate and which form shall be
available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its best efforts to cause such filed registration statement to become and
remain effective for a period of not less than 180 days, or in the case of a
shelf registration statement, one (1) year (or such shorter period in
which all of the Registrable Securities of the Registering Stockholders
included in such registration statement shall have actually been sold
thereunder).


 


(b)           Prior
to filing a registration statement or prospectus or any amendment or supplement
thereto, the Company shall, if requested, furnish to each participating
Stockholder and each underwriter, if any, of the Registrable Securities covered
by such registration statement copies of such registration statement as
proposed to be filed, and thereafter the Company shall furnish to such
Stockholder and underwriter, 


 


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if
any, such number of copies of such registration statement, each amendment and
supplement thereto (in each case including all exhibits thereto and documents
incorporated by reference therein), the prospectus included in such
registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 or Rule 430A
under the Securities Act and such other documents as such Stockholder or underwriter
may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Stockholder.


 


(c)           After
the filing of the registration statement, the Company shall (i) cause the
related prospectus to be supplemented by any required prospectus supplement,
and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act, (ii) comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such registration
statement during the applicable period in accordance with the intended methods
of disposition by the Registering Stockholders thereof set forth in such
registration statement or supplement to such prospectus and (iii) promptly
notify each Registering Stockholder holding Registrable Securities covered by
such registration statement of any stop order issued or threatened by the SEC
or any state securities commission and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered.


 


(d)           The
Company shall use its best efforts to (i) register or qualify the
Registrable Securities covered by such registration statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as any
Registering Stockholder holding such Registrable Securities reasonably (in
light of such Stockholder’s intended plan of distribution) requests and (ii) cause
such Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable such Stockholder to
consummate the disposition of the Registrable Securities owned by such
Stockholder; provided that the Company shall
not be required to (A) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 1.04(d),
(B) subject itself to taxation in any such jurisdiction or (C) consent to
general service of process in any such jurisdiction.


 


(e)           The
Company shall immediately notify each Registering Stockholder holding such
Registrable Securities covered by such registration statement, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and
promptly prepare and make available to each such Stockholder and file with the
SEC any such supplement or amendment.


 


(f)            (i) The
DLJMB Stockholders shall have the right, in their sole discretion, to select
the underwriter or underwriters in connection with any Public 


 


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Offering
resulting from a Demand Registration, which underwriter or underwriters may
include any Affiliate of any DLJMB Stockholder, and (ii) the Company shall
select an underwriter or underwriters in connection with any other Public
Offering.  In connection with any Public
Offering, the Company shall enter into customary agreements (including an
underwriting agreement in customary form) and take all such other actions as
are reasonably required in order to expedite or facilitate the disposition of
such Registrable Securities in any such Public Offering, including the
engagement of a “qualified independent underwriter” in connection with the
qualification of the underwriting arrangements with the NASD.


 


(g)           Upon
execution of confidentiality agreements in form and substance reasonably
satisfactory to the Company, the Company shall make available for inspection by
any Registering Stockholder and any underwriter participating in any
disposition pursuant to a registration statement being filed by the Company
pursuant to this Section 1.04 and any attorney, accountant or other
professional retained by any such Stockholder or underwriter (collectively, the
“Inspectors”), all financial and
other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be
reasonably necessary or desirable to enable them to exercise their due
diligence responsibility, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any Inspectors in
connection with such registration statement. 
Records that the Company determines, in good faith, to be confidential
and that it notifies the Inspectors are confidential shall not be disclosed by
the Inspectors unless (i) the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in such registration statement or (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction.  Each
Registering Stockholder agrees that information obtained by it as a result of
such inspections shall be deemed confidential and shall not be used by it or
its Affiliates as the basis for any market transactions in the Company
Securities unless and until such information is made generally available to the
public.  Each Registering Stockholder
further agrees that, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction, it shall give notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential.


 


(h)           The
Company shall furnish to each Registering Stockholder and to each such
underwriter, if any, a signed counterpart, addressed to such Stockholder or
underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a
comfort letter or comfort letters from the Company’s independent public
accountants, each in customary form and covering such matters of the kind
customarily covered by opinions or comfort letters, as the case may be, as a
majority of such Stockholders or the managing underwriter therefor reasonably
requests.


 


(i)            The
Company shall otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earning statement or such other document that shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.


 


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(j)            The
Company may require each such Registering Stockholder promptly to furnish in
writing to the Company such information regarding the distribution of the
Registrable Securities as the Company may from time to time request and such
other information as may be legally required in connection with such
registration.


 


(k)           Each
such Registering Stockholder agrees that, upon receipt of any written notice
from the Company of the occurrence of any event requiring the preparation of a supplement
or amendment of a prospectus relating to the Registrable Securities covered by
a registration statement that is required to be delivered under the Securities
Act so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or to
make the statements therein not misleading, such Stockholder shall forthwith
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Stockholder’s receipt
of the copies of a supplemented or amended prospectus, and, if so directed by
the Company, such Stockholder shall deliver to the Company all copies, other
than any permanent file copies then in such Stockholder’s possession, of the
most recent prospectus covering such Registrable Securities at the time of
receipt of such notice.  If the Company
shall give such notice, the Company shall extend the period during which such
registration statement shall be maintained effective (including the period
referred to in Section 1.04(a) hereof) by the number of days
during the period from and including the date of the giving of notice pursuant
to Section 1.04(e) hereof to the date when the Company shall
make available to such Stockholder a prospectus supplemented or amended to
conform with the requirements of Section 1.04(e) hereof.


 


(l)            The
Company shall use its reasonable efforts to list all Registrable Securities
covered by such registration statement on any securities exchange or quotation
system on which any of the Registrable Securities are then listed or traded and
to maintain such listing so long as any such Registrable Securities remain outstanding.


 


(m)          The
Company shall have appropriate officers of the Company (i) prepare and
make presentations at any “road shows” and before analysts and rating agencies,
as the case may be, (ii) take other actions to obtain ratings for any
Registrable Securities and (iii) otherwise use their reasonable efforts to
cooperate as requested by the underwriters in the offering, marketing or
selling of the Registrable Securities.


 


Section 1.05.    Indemnification
by the Company.  The Company agrees
to indemnify and hold harmless each Registering Stockholder holding Registrable
Securities covered by a registration statement, its officers, directors,
employees, managers, members, partners and agents, and each Person, if any, who
controls any such Persons within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages, liabilities and expenses (including reasonable
expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to
any untrue statement or alleged untrue statement of a material fact contained
in any registration statement, prospectus or free writing 


 


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prospectus
relating to the Registrable Securities (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by or relating to any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
Damages are caused by or related to any such untrue statement or omission or
alleged untrue statement or omission so made based upon information furnished
in writing to the Company by such Stockholder or on such Stockholder’s behalf
expressly for use therein, provided that,
with respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, or in any prospectus, as the case
may be, the indemnity agreement contained in this paragraph shall not apply to
the extent that any Damages result from the fact that a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) was
not sent or given to the Person asserting any such Damages at or prior to the
written confirmation of the sale of the Registrable Securities concerned to
such Person if it is determined that the Company has provided such prospectus
to such Stockholder and it was the responsibility of such Stockholder to
provide such Person with a current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) and such current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be)
would have cured the defect giving rise to such Damages.  The Company also agrees to indemnify any
underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act on substantially
the same basis as that of the indemnification of the Stockholders provided in
this Section 1.05.


 


Section 1.06.    Indemnification
by the Participating Stockholders. 
Each Registering Stockholder holding Registrable Securities included in
any registration statement agrees, severally but not jointly, to indemnify and
hold harmless the Company, its officers, directors and agents and each Person,
if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent
as the foregoing indemnity from the Company to such Stockholder, but only (i) with
respect to information furnished in writing to the Company by such Stockholder
or on such Stockholder’s behalf expressly for use in any registration statement
or prospectus relating to the Registrable Securities, or any amendment or
supplement thereto, or any preliminary prospectus or (ii) to the extent
that any Damages result from the fact that a current copy of the prospectus (or
such amended or supplemented prospectus, as the case may be) was not sent or
given to the Person asserting any such Damages at or prior to the written
confirmation of the sale of the Registrable Securities concerned to such Person
if it is determined that it was the responsibility of such Stockholder to
provide such Person with a current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) and such current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) was
available to such Stockholder and would have cured the defect giving rise to
such Damages.  Each such Stockholder also
agrees to indemnify and hold harmless underwriters of the Registrable
Securities, their officers and directors and each Person 


 


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who
controls such underwriters within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act on substantially the same
basis as that of the indemnification of the Company provided in this Section 1.06.  As a condition to including Registrable
Securities in any registration statement filed in accordance with Article 5
hereof, the Company may require that it shall have received an undertaking
reasonably satisfactory to it from any underwriter to indemnify and hold it
harmless to the extent customarily provided by underwriters with respect to
similar securities.  No Registering
Stockholder shall be liable under this Section 1.06 for any Damages
in excess of the net proceeds realized by such Stockholder in the sale of
Registrable Securities of such Stockholder to which such Damages relate.


 


Section 1.07.    Conduct
of Indemnification Proceedings.  If
any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
this Agreement, such Person (an “Indemnified Party”)
shall promptly notify the Person against whom such indemnity may be sought (the
“Indemnifying Party”) in writing and
the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses, provided that the failure of
any Indemnified Party so to notify the Indemnifying Party shall not relieve the
Indemnifying Party of its obligations hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure to notify.  In any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the
retention of such counsel or (ii) in the reasonable judgment of such
Indemnified Party representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It is understood that, in connection with any
proceeding or related proceedings in the same jurisdiction, the Indemnifying
Party shall not be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties, and that all such fees and expenses shall be
reimbursed as they are incurred.  In the
case of any such separate firm for the Indemnified Parties, such firm shall be
designated in writing by the Indemnified Parties.  The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent, or if there be a final judgment for the
plaintiff, the Indemnifying Party shall indemnify and hold harmless such
Indemnified Parties from and against any Damages (to the extent stated above)
by reason of such settlement or judgment. 
Without the prior written consent of the Indemnified Party, no
Indemnifying Party shall effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such proceeding.


 


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Section 1.08.    Contribution.  If the indemnification provided for in this Article 1
is unavailable to the Indemnified Parties in respect of any Damages, then each
such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Damages (i) as between the Company and the Registering
Stockholders holding Registrable Securities covered by a registration statement
on the one hand and the underwriters on the other, in such proportion as is
appropriate to reflect the relative benefits received by the Company and such
Stockholders on the one hand and the underwriters on the other, from the
offering of the Registrable Securities, or if such allocation is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits but also the relative fault of the Company and such
Stockholders on the one hand and of such underwriters on the other in
connection with the statements or omissions that resulted in such Damages, as
well as any other relevant equitable considerations and (ii) as between
the Company on the one hand and each such Stockholder on the other, in such
proportion as is appropriate to reflect the relative fault of the Company and
of each such Stockholder in connection with such statements or omissions, as
well as any other relevant equitable considerations.  The relative benefits received by the Company
and such Stockholders on the one hand and such underwriters on the other shall
be deemed to be in the same proportion as the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company and such Stockholders bear to the total underwriting
discounts and commissions received by such underwriters, in each case as set
forth in the table on the cover page of the prospectus.  The relative fault of the Company and such
Stockholders on the one hand and of such underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company and such
Stockholders or by such underwriters. 
The relative fault of the Company on the one hand and of each such
Stockholder on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by such party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.


 


The Company and the Registering Stockholders
agree that it would not be just and equitable if contribution pursuant to this Section 1.08
were determined by pro rata allocation (even if the underwriters were treated
as one Member for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or
payable by an Indemnified Party as a result of the Damages referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim.  Notwithstanding the
provisions of this Section 1.08, no underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities underwritten by it and distributed to the
public were offered to the 


 


11

















 


public exceeds
the amount of any Damages that such underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission, and no Registering Stockholder shall be required to contribute any
amount in excess of the amount by which the net proceeds realized by such
Stockholder in the sale of Registrable Securities of such Stockholder to which
such Damages relate exceeds the amount of any Damages that such Stockholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  Each Registering Stockholder’s obligation to
contribute pursuant to this Section 1.08 is several in the
proportion that the proceeds of the offering received by such Stockholder bears
to the total proceeds of the offering received by all such Registering
Stockholders and not joint.


 


Section 1.09.    Participation
in Public Offering.  No Stockholder
will be permitted to require registration of any Registrable Securities in any
Public Offering hereunder unless such Stockholder (a) agrees to sell such
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements and the provisions of this Agreement in respect of
registration rights.


 


Section 1.10.    Other
Indemnification.  Indemnification
similar to that specified herein (with appropriate modifications) shall be
given by the Company and each Stockholder participating therein with respect to
any required registration or other qualification of securities under any
federal or state law or regulation or governmental authority other than the
Securities Act.


 


Section 1.11.    Cooperation
by the Company.  If any Stockholder
shall transfer any Registrable Securities pursuant to Rule 144 of the
Securities Act, the Company shall cooperate, to the extent commercially
reasonable, with such Stockholder and shall provide to such Stockholder such
information as such Stockholder shall reasonably request.


 


Section 1.12.    No
Transfer of Registration Rights. 
None of the rights of Stockholders under this Agreement shall be
assignable by any Stockholder to any Person acquiring Securities in any Public
Offering or pursuant to Rule 144 of the Securities Act.


 


Section 1.13.    Restriction
on Company Grants of Subsequent Registration Rights.  The Company agrees that, without the prior
written consent of the DLJMB Stockholders, it shall not enter into any
agreement with the holder or prospective holder of any securities of the
Company that would allow such holder or prospective holder any registration
rights.


 


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ARTICLE
II


 


The
following terms, as used herein, have the following meanings:


 


Section 2.01.    “Affiliate”
of any Person means any Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with such
Person, and the term “Affiliated” shall have a correlative meaning.


 


Section 2.02.    “Business
Day” means any day, excluding Saturday, Sunday and any other day on which
commercial banks in New York, New York are authorized or required by law to
close.


 


Section 2.03.    “Company
Securities” means (i) the common stock of the Company, (ii) any
other stock issued by the Company and (iii) any securities convertible
into or exchangeable for, or options, warrants or other rights to acquire,
common stock or any other stock issued by the Company.


 


Section 2.04.    “DLJMB
Stockholders” means DLJ Merchant Banking Partners IV, L.P., DLJMB Offshore
Partners IV, L.P., DLJ Merchant Banking Partners IV (Pacific), L.P. and MBP IV
Plan Investors, L.P., DLJ Merchant Banking Partners IV (Co-Investments), L.P.


 


Section 2.05.    “Exchange
Act” means the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder.


 


Section 2.06.    “Initial
Public Offering” means the first Public Offering.


 


Section 2.07.    “Management
Stockholder” means any Stockholder who is an employee of the Company or any
of its Subsidiaries.  In no event shall
any DLJMB Stockholder be deemed to be a Management Stockholder.


 


Section 2.08.    “Other
Stockholder” means all Stockholders other than the DLJMB Stockholders.


 


Section 2.09.    “Person”
means any individual or entity and, where the context so permits, the legal
representatives, successors in interest and permitted assigns of such Person.


 


Section 2.10.    “Public
Offering” means an underwritten public offering of Company Securities
pursuant to an effective registration statement under the Securities Act, other
than pursuant to a registration statement on Form S-4 or Form S-8 or
any similar or successor form.


 


Section 2.11.    “Registrable
Securities” means, at any time, any common stock of the Company until (i) a
registration statement covering such shares has been declared effective by the
SEC and such shares have been disposed of pursuant to such 


 


13

















 


effective
registration statement, (ii) such shares are sold under Rule 144
under the Securities Act, (iii) such shares are then included in an effective registration
statement filed pursuant to this Agreement or (iv) such shares are
eligible for sale without registration pursuant to Rule 144 under the
Securities Act without limitation thereunder on volume or manner of sale.


 


Section 2.12.    “Registration
Expenses” means any and all expenses incident to the performance of or
compliance with any registration or marketing of securities, including all (i) registration
and filing fees, and all other fees and expenses payable in connection with the
listing of securities on any securities exchange or automated interdealer
quotation system, (ii) fees and expenses of compliance with any securities
or “blue sky” laws (including reasonable fees and disbursements of counsel in
connection with “blue sky” qualifications of the securities registered), (iii) expenses
in connection with the preparation, printing, mailing and delivery of any
registration statements, prospectuses and other documents in connection
therewith and any amendments or supplements thereto, (iv) security engraving
and printing expenses, (v) internal expenses of the Company (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), (vi) reasonable fees and
disbursements of counsel for the Company and customary fees and expenses for
independent certified public accountants retained by the Company (including the
expenses relating to any comfort letters or costs associated with the delivery
by independent certified public accountants of any comfort letters), (vii) reasonable
fees and expenses of any special experts retained by the Company in connection
with such registration, (viii) reasonable fees and out-of-pocket expenses
of counsel to the Stockholders participating in the offering selected (A) by
the DLJMB Stockholders, in the case of any offering in which any DLJMB
Stockholders participate, or (B) in any other case, by the Stockholders
holding the majority of the Registrable Securities to be sold for the account
of all Stockholders in the offering, (ix) fees and expenses in connection
with any review by the NASD of the underwriting arrangements or other terms of
the offering, and all fees and expenses of any “qualified independent
underwriter,” including the fees and expenses of any counsel thereto, (x) fees
and disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding any underwriting fees, discounts and commissions
attributable to the sale of Registrable Securities, (xi) costs of printing and
producing any agreements among underwriters, underwriting agreements, any “blue
sky” or legal investment memoranda and any selling agreements and other
documents in connection with the offering, sale or delivery of the Registrable
Securities, (xii) transfer agents’ and registrars’ fees and expenses and the
fees and expense of any other agent or trustee appointed in connection with
such offering, (xiii) expenses relating to any analyst or investor
presentations or any “road shows” undertaken in connection with the registration,
marketing or selling of the Registrable Securities and (xiv) fees and expenses
payable in connection with any ratings of the Registrable Securities, including
expenses relating to any presentations to rating agencies.


 


14

















 


Section 2.13.    “Required
Stockholders” means Stockholders of at least a majority in number of
Registrable Securities.


 


Section 2.14.    “SEC”
means the United States Securities and Exchange Commission.


 


Section 2.15.    “Securities
Act” means the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder.


 


ARTICLE
III


 


Section 3.01.    Termination.
All rights and obligations of the Company hereunder shall terminate on the date
on which no Registrable Securities are outstanding.


 


Section 3.02.    Amendment
and Waiver. This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the Company, the Required Stockholders of
all Registrable Securities and any Stockholder that would be materially and
disproportionately affected by such an amendment. Any party hereto may waive
any right of such party hereunder by an instrument in writing signed by such
party and delivered to the other parties. The failure of any party to enforce any
of the provisions of this Agreement shall in no way be construed as a waiver of
such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its
terms.


 


Section 3.03.    Successors
and Assigns. This Agreement shall not inure to the benefit of, or be
binding on, or be assignable or transferable by any Stockholder to, any Person
to the extent such Person acquires Company Securities in, or at any time
following, the Initial Public Offering.


 


Section 3.04.    Severability.
If any provision of this Agreement shall be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of this
Agreement shall not be affected and shall remain in full force and effect.


 


Section 3.05.    Entire
Agreement. Except as otherwise expressly set forth herein, this Agreement,
together with the several agreements and other documents and instruments
referred to herein or therein or annexed hereto or thereto, embody the complete
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, that
may have related to the subject matter hereof in any way.


 


Section 3.06.    Counterparts;
Execution by Facsimile Signature. This Agreement may be executed in any
number of counterparts, each of which shall be an 


 


15

















 


original,
but all of which together shall constitute one instrument. This Agreement may
be executed by facsimile signature(s).


 


Section 3.07.    Notices.
All notices required or permitted hereunder shall be in writing and shall be
deemed effectively given (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed facsimile if sent during normal
business hours of the recipient, if not, then on the next Business Day or (iii) one
Business Day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All
communications shall be sent to the addresses set forth below or such other
address or facsimile number as a party may from time to time specify by notice
to the other parties hereto:


 


If to the Company, at:


 


STR Holdings, Inc.

10 Water Street

Endfield, CT 06082

Telephone: 860-749-8371

Attention:
[                      ]


 


If to
any Stockholder, to such Stockholder’s address as set forth in the register of
shareholders maintained by the Company.


 


Section 3.08.    Governing
Law. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


 


Section 3.09.    Consent
to Jurisdiction. Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction and venue of
the United States District Court for the Southern District of New York and in
the courts hearing appeals therefrom unless no basis for federal jurisdiction
exists, in which event each party hereto irrevocably consents to the exclusive
jurisdiction and venue of the Supreme Court of the State of New York, New York
County, and the courts hearing appeals therefrom, for any action, suit or
proceeding arising out of or relating to this Agreement and the transactions
contemplated hereby. Each of the parties hereto irrevocably and unconditionally
waives, and agrees not to assert, by way of motion, as a defense, counterclaim
or otherwise, in any such action, suit or proceeding, any claim that such party
is not personally subject to the jurisdiction of the aforesaid courts for any
reason, other than the failure to serve process in accordance with this Section 3.09,
that it or its property is exempt or immune from jurisdiction of any such court
or from any legal process commenced in such courts (whether through service of
notice, attachment prior to judgment, attachment in aid of execution of
judgment, execution of judgment or otherwise), and to the fullest extent
permitted by applicable law, that the action, suit or proceeding in any such
court is brought in an inconvenient forum, that the venue of such action, suit
or proceeding is improper, or that this Agreement, or the subject matter
hereof, may not be enforced in or by such courts and further irrevocably
waives, to the 


 


16

















 


fullest
extent permitted by applicable law, the benefit of any defense that would
hinder, fetter or delay the levy, execution or collection of any amount to
which the party is entitled pursuant to the final judgment of any court having
jurisdiction. Each of the parties hereto expressly acknowledges that the
foregoing waivers are intended to be irrevocable under the laws of the State of
New York and of the United States of America; provided, that consent by the
parties hereto to jurisdiction and service contained in this Section 3.11
is solely for the purpose referred to in this Section 2.09 and shall not
be deemed to be a general submission to said courts or in the State of New York
other than for such purpose.


 


Section 3.10.    Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,
TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE
AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


 


IN WITNESS WHEREOF, each of the undersigned
has caused this Agreement to be duly executed and delivered as of the date
first written above.


 


 


	
   

  	
  STR
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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