Exhibit 10.54


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”) is made
and entered into as of June 16, 2004, among Metron Technology N.V., a
corporation incorporated under the laws of The Netherlands (the “Company”),
and the purchasers signatory hereto (each such purchaser is a “Purchaser”
and all such purchasers are, collectively, the “Purchasers”).


 


This Agreement is made pursuant to the Subscription Agreement, dated as
of May 26, 2004, among the Company and the Purchasers (the “Subscription
Agreement”).


 


The Company and the Purchasers hereby agree as follows:


 


1.  Definitions


 


Capitalized terms used and not otherwise
defined herein that are defined in the Subscription Agreement shall have the
meanings given such terms in the Subscription Agreement.
As used in this Agreement, the following terms shall have the following
meanings:


 


“Effectiveness Date” means, with
respect to the initial Registration Statement required hereunder,
September 15, 2004 (but if subject to a “full review” by the Commission,
October 15, 2004), with respect to any additional Registration Statements
which may be required pursuant to Section 3(c), the 60th
calendar day (90th calendar day in the event of a “full review” by
the Commission) following the date on which the Company first knows, or
reasonably should have known, that such additional Registration Statement is
required hereunder; provided, however, in the event the Company
is notified by the Commission that one of the above Registration Statements
will not be reviewed or is no longer subject to further review and comments,
the Effectiveness Date as to such Registration Statement shall be the fifth
Trading Day following the date on which the Company is so notified if such date
precedes the dates required above.


 


“Effectiveness Period”
shall have the meaning set forth in Section 2(a).


 


“Filing Date” means, with respect to
the initial Registration Statement filed hereunder, the 30th day
following the Closing Date and, with respect to any additional Registration
Statements which may be required pursuant to Section 3(c), the 30th
day following the date on which the Company first knows, or reasonably should
have known that such additional Registration Statement is required hereunder.


 


“Holder” or “Holders” means the
holder or holders, as the case may be, from time to time of Registrable
Securities.


 


“Indemnified Party” shall have the
meaning set forth in Section 5(c) hereof.


 


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“Indemnifying Party” shall have the
meaning set forth in Section 5(c) hereof.


 


“Losses” shall have the meaning set
forth in Section 5(a).


 


“Proceeding” means an action, claim,
suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced
or threatened in writing.


 


“Prospectus” means the prospectus
included in a Registration Statement (including, without limitation, a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all
other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.


 


“Registrable Securities” means (i) all
of the shares of Common Stock issuable upon conversion in full of the
Debentures assuming the lowest possible conversion price in effect during the
period between the applicable Closing and the filing date of the Registration
Statement, (ii) all shares of Common Stock issuable in lieu of cash interest
payments assuming all interest is paid in shares of Common Stock [valued based on the VWAPs for the 10
Trading Days prior to the date of determination] and all Debentures are held until the 48 month anniversary
of their date of issuance, (iii) all shares of Common Stock issuable upon
exercise in full of the Warrants, and (iv) any securities issued or issuable
upon any stock split, dividend or other distribution recapitalization or similar
event with respect to the foregoing or in connection with any anti-dilution
provisions in the Debentures.


 


“Registration Statement” means the
registration statements required to be filed hereunder and any additional
registration statements contemplated by Section 3(c), including (in each
case) the Prospectus, amendments and supplements to such registration statement
or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.


 


“Rule 415” means Rule 415 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same purpose and effect as such Rule.


 


“Rule 424” means Rule 424 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same purpose and effect as such Rule.


 


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“Warrants” shall mean the Common Stock
purchase warrants issued to the Purchasers pursuant to the Subscription Agreement.


 


2.  Shelf Registration


 


(a)  On or prior to each Filing
Date, the Company shall prepare and file with the Commission a “Shelf”
Registration Statement covering the resale of 150% of the Registrable
Securities on such Filing Date for an offering to be made on a continuous basis
pursuant to Rule 415.  The Registration
Statement shall be on Form S-3 (unless the Company is not then eligible to
register for resale the Registrable Securities on Form S-3, in which case such
registration shall be on another appropriate form in accordance herewith) and
shall contain (unless otherwise directed by the Holders and except to the
extent the Company determines that modifications thereto are required under
applicable law) substantially the “Plan of Distribution” attached hereto as Annex
A.  Subject to the terms of this
Agreement, the Company shall use commercially reasonable efforts to cause the
Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event prior to the
applicable Effectiveness Date, and shall use its commercially reasonable
efforts to keep such Registration Statement continuously effective under the
Securities Act until the date when all Registrable Securities covered by such Registration
Statement have been sold or may be sold without volume restrictions pursuant to
Rule 144(k) as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company’s
transfer agent with a copy to the affected Holders (the “Effectiveness
Period”).  The Company shall promptly
notify the Holders via facsimile of the effectiveness of any Registration
Statement on the day that the Company receives notification of the
effectiveness of such Registration Statement from the Commission.  The Holders covenant and agree that
any and all sales of Registrable Securities will be made in accordance with the
“Plan of Distribution” attached hereto as Annex A (or such other “Plan of
Distribution” as the Holders might direct and to which the Company agrees).


 


(b)  If: (i) a Registration
Statement is not filed on or prior to its Filing Date (if the Company files a
Registration Statement without affording the Holders the opportunity to review
and comment on the same as required by Section 3(a), the Company shall not
be deemed to have been filed on or prior to the Filing Date), or (ii) the
Company fails to file with the Commission a request for acceleration in
accordance with Rule 461 promulgated under the Securities Act, within five
Trading Days of the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that a Registration Statement will not
be “reviewed,” or not subject to further review, or (iii) prior to its Effectiveness
Date, the Company fails to file a pre-effective amendment and otherwise respond
in writing to comments made by the Commission in respect of such Registration
Statement within 15 Trading Days after the receipt of comments by or notice
from the Commission that such amendment is required in order for a Registration
Statement to be declared effective, or (iv) a Registration Statement filed or
required to be filed hereunder is not declared effective by the Commission by
its Effectiveness Date, or (v) after the Effectiveness Date, a Registration
Statement ceases for any reason to remain continuously effective as to all
Registrable Securities for which it is required to be effective, or the Holders
are not permitted to utilize the Prospectus therein to resell such Registrable
Securities for 15 consecutive Trading Days or an aggregate of 25 Trading Days


 


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during any 12-month period (which need not be consecutive Trading Days)
(any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on
which such Event occurs, or for purposes of clause (ii) the date on which such
five Trading Day period is exceeded, or for purposes of clause (iii) the date
which such 15 Trading Day period is exceeded, or for purposes of clause (v) the
date on which such 15 or 25 Trading Day period, as applicable, is exceeded
being referred to as “Event Date”),
then, on each such Event Date and every monthly anniversary thereof until the applicable
Event is cured, the Company shall pay to each Holder an amount in cash, as
liquidated damages and not as a penalty, equal to 2.0% per month of the
Subscription Amount paid by such Holder pursuant to the Subscription Agreement
for Securities then held by such Holder.  If the Company fails to pay any
liquidated damages pursuant to this Section in full within seven days
after the date payable, the Company will pay interest thereon at a rate of 18%
per annum (or such lesser maximum amount that is permitted to be paid by
applicable law) to the Holder, accruing daily from the date such liquidated
damages are due until such amounts, plus all such interest thereon, are paid in
full. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata
basis for any portion of a month prior to the cure of an Event.


 


3.  Registration Procedures


 


In connection with the Company’s registration obligations hereunder,
the Company shall:


 


(a)  Not less than five Trading
Days prior (only three Trading Days if the Registration Statement is an
amendment) to the filing of each Registration Statement or any related
Prospectus or any amendment or supplement thereto (including any document that
would be incorporated or deemed to be incorporated therein by reference), the
Company shall, (i) furnish to each Holder copies of all such documents proposed
to be filed with the Commission, which documents (other than those incorporated
or deemed to be incorporated by reference) will be subject to the review of
such Holders, and (ii) cause its officers and directors, counsel and
independent certified public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to conduct a
reasonable investigation within the meaning of the Securities Act. The Company
shall not file the Registration Statement or any such Prospectus or any
amendments or supplements thereto to which the Holders of a majority of
Registrable Securities shall reasonably and in good faith object, provided, the
Company is notified of such objection in writing no later than five Trading
Days (only three Trading Days if the Registration Statement is an amendment)
after the Holders have been so furnished copies of such documents (it being
understood that during any such period of good faith objection by such Holders,
any timing deadlines on the Company shall be tolled).  Any prospectus supplements required to be
filed less than five Trading Days after the occurrence of any event, shall not
be subject to prior approval by the Holders, but the Company shall provide
pre-filing copies to the Holders.


 


(b)  (i) Prepare and file with
the Commission such amendments, including post-effective amendments, to a
Registration Statement and the Prospectus used in connection therewith as may
be necessary to keep a Registration Statement continuously effective as to the
applicable


 


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Registrable Securities for the Effectiveness Period and prepare and
file with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities;
(ii) cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement (subject to the terms of this Agreement), and as so
supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible, and in any event within 15 Trading Days, to
any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and as promptly as reasonably possible
provide the Holders true and complete copies of all correspondence from and to
the Commission relating to a Registration Statement; and (iv) comply in all
material respects with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by a
Registration Statement during the applicable period in accordance (subject to
the terms of this Agreement) with the intended methods of disposition by the
Holders thereof set forth in such Registration Statement as so amended or in
such Prospectus as so supplemented.


 


(c)  If during the Effectiveness
Period, the number of Registrable Securities at any time exceeds 85% of the
number of shares of Common Stock then registered in a Registration Statement,
then the Company shall file as soon as reasonably practicable but in any case
prior to the applicable Filing Date, an additional Registration Statement
covering the resale by the Holders of not less than 150% of the number of such
Registrable Securities.


 


(d)  Notify the Holders of
Registrable Securities to be sold (which notice shall, pursuant to clauses (ii)
through (vi) hereof shall be accompanied by an instruction to suspend the use
of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than five
Trading Days prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one Trading Day following the day
(i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed; (B) when the
Commission notifies the Company whether there will be a “review” of such
Registration Statement and whenever the Commission comments in writing on such
Registration Statement (the Company shall provide true and complete copies
thereof and all written responses thereto to each of the Holders); and (C) with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information; (iii) of
the issuance by the Commission of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose; (iv) of the receipt by
the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of
any Proceeding for such purpose; (v) of the occurrence of any event or passage
of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a
Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that
requires any revisions to a Registration Statement, Prospectus or other
documents so that, in the case of a Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be


 


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stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; and (vi) the
occurrence or existence of any pending corporate development with respect to
the Company that the Company believes may be material and that, in the
determination of the Company, makes it not in the best interest of the Company
to allow continued availability of the Registration Statement or Prospectus.


 


(e)  Promptly deliver to each
Holder, without charge, as many copies of the Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement thereto as
such Persons may reasonably request. Subject to the terms of this Agreement,
the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.


 


(f)  Use commercially reasonable
efforts to register or qualify the resale of such Registrable Securities as
required under applicable securities or Blue Sky laws of each State within the
United States as any Holder requests in writing, to keep each such registration
or qualification (or exemption therefrom) effective during the Effectiveness
Period; provided, that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or subject
the Company to any material tax in any such jurisdiction where it is not then
so subject.


 


(g)  Cooperate with the Holders
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a
Registration Statement, which certificates shall be free, to the extent
permitted by the Subscription Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered
in such names as any such Holders may request.


 


(h)  Upon the occurrence of any
event contemplated by this Section 3, as promptly as reasonably possible
under the circumstances taking into account the Company’s good faith assessment
of any adverse consequences to the Company and its stockholders of the
premature disclosure of such event, prepare a supplement or amendment,
including a post-effective amendment, to a Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither a Registration Statement nor such
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Holders in accordance with clauses
(ii) through (vi) of Section 3(d) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, or
the Company otherwise notifies the Holders of its election to suspend the
availability of a Registration Statement and Prospectus pursuant to clause (vi)
of Section 3(d), then the Holders shall suspend use of such
Prospectus.  The Company will use
commercially reasonable efforts to ensure that the use of the Prospectus may be
resumed as promptly as is practicable, except that in the case of suspension of
the availability of a Registration Statement and Prospectus pursuant to clause
(vi) of Section 3(d), the Company shall not be required to take such action
until such time as it shall determine that the continued availability of the
Registration Statement and Prospectus is no


 


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longer not in the best interests of the Company.  Notwithstanding the Company’s right to
suspend the use of the prospectus hereunder, the Company shall remain liable to
the Holders pursuant to Section 2(b) for any suspensions of the
Registration Statement hereunder which otherwise require payment thereunder.


 


(i)  Use commercially reasonable
efforts to comply with all applicable rules and regulations of the Commission.


 


(j)  Use commercially reasonable
efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i)
any order suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at the earliest
practicable moment.


 


(k)  The Company may require, at
any time prior to the third Trading Day prior to the Filing Date, each Holder
to furnish to the Company a statement as to the number of shares of Common
Stock beneficially owned by such Holder and, if requested by the Commission,
the controlling person thereof, within three Trading days of the Company’s
request.  During any periods that the
Company is unable to meet its obligations hereunder with respect to the
registration of the Registrable Securities solely because any Holder fails to
furnish requested information within three Trading Days of the Company’s
request, any liquidated damages that are accruing at such time shall be tolled
and any Event that may otherwise occur solely because of such delay shall be
suspended, until such information is delivered to the Company.


 


4.  Registration Expenses. All fees and expenses
incident to the performance of or compliance with this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are
sold pursuant to the Registration Statement. The fees and expenses referred to
in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the Principal Market on
which the Common Stock is then listed for trading, and (B) in compliance with
applicable state securities or Blue Sky laws (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination of
the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holders)), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses requested by the Holders),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, and (v) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement.  In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder. In no event shall the Company be responsible for any underwriter,
broker or similar commissions or fees or, except to the extent provided for in
the Transaction Documents, any legal fees or other costs of the Holders.


 


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5.  Indemnification


 


(a)  Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, investment advisors and employees
of each Holder, each Person who controls any such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, agents and employees of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without
limitation, costs of preparation and reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to any untrue or
alleged untrue statement of a material fact contained in a Registration
Statement, any Prospectus or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except to the extent,
but only to the extent, that (1) such untrue statements or omissions or alleged
untrue statements or omissions are based upon information regarding such Holder
furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in a
Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (2) in the case of an occurrence of an event
of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of
an outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(e). The
Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware.


 


(b)  Indemnification by Holders. Each Holder shall, severally and
not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling
Persons, to the fullest extent permitted by applicable law, from and against
all Losses (as determined by a court of competent jurisdiction in a final
judgment not subject to appeal or review) arising out of or relating to any
untrue statement of a material fact contained in any Registration Statement,
any Prospectus, or any form of prospectus, or in any amendment or supplement
thereto, or arising out of or based upon: (i) such Holder’s failure to comply
with the prospectus delivery requirements of the Securities Act or with the
Plan of Distribution, or (ii) any omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading to
the extent, but only to the extent, such untrue statement or omission is
contained in any information so furnished in writing by such Holder to the
Company specifically for inclusion in such Registration Statement or such
Prospectus or to the extent that (1) such untrue statements or omissions are
based upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent such
information relates to


 


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such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in the Registration Statement, such Prospectus or
such form of Prospectus or in any amendment or supplement thereto or (2) in the
case of an occurrence of an event of the type specified in
Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice
contemplated in Section 6(e). In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 


(c) Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against
any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party
shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all fees
and expenses incurred in connection with defense thereof; provided, that the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that such failure shall have
prejudiced the Indemnifying Party.


 


An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; or (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a material conflict of interest is
likely to exist if the same counsel were to represent such Indemnified Party
and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have
the right to assume the defense thereof and the expense of one such counsel for
each Holder shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such
Proceeding effected without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms of this Agreement, all fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified


 


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Party is not entitled to indemnification hereunder; provided, that the
Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined
that such Indemnified Party is not entitled to indemnification hereunder).


 


(d)  Contribution. If a claim for indemnification under
Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of
public policy or otherwise), then each 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 Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations.  The relative fault of
such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include, subject to the limitations set
forth in Section 5(c), any reasonable attorneys’ or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party
in accordance with its terms.


 


The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this
Section 5(d), no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the proceeds actually received by
such Holder from the sale of the Registrable Securities subject to the
Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.


 


The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties.


 


6.  Miscellaneous


 


(a)  Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and all of the Holders of the then outstanding Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders and that does not directly or indirectly affect the rights of
other Holders may be given by Holders of all of the Registrable Securities to
which such waiver or consent relates; provided, however, that the


 


10
















 


provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately preceding
sentence.


 


(b)  No Inconsistent Agreements. Neither the
Company nor any of its subsidiaries has entered, as of the date hereof, nor
shall the Company or any of its subsidiaries, on or after the date of this
Agreement, enter into any agreement with respect to its securities, that would
have the effect of impairing the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. Except as and to
the extent specified in Schedule 6(b) hereto, neither the Company nor any
of its subsidiaries has previously entered into any agreement granting any
registration rights with respect to a material amount of its securities to any
Person that have not been satisfied in full.


 


(c)  No Piggyback on Registrations. Except as
and to the extent specified in Schedule 6(c) attached hereto, neither the
Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in the
Registration Statement other than the Registrable Securities, and the Company
shall not after the date hereof enter into any agreement providing any such
right to any of its security holders. 
The Company shall not file any other registration statement on Form S-1
or S-3 until the initial Registration Statement required hereunder is declared
effective by the Commission, provided that this Section 6(c) shall not
prohibit the Company from filing amendments to registration statements already
filed.


 


(d)  Compliance. Each Holder covenants and
agrees that it will comply with the prospectus delivery requirements of the
Securities Act as applicable to it in connection with sales of Registrable
Securities pursuant to the Registration Statement.


 


(e)  Discontinued Disposition. Each Holder
agrees by its acquisition of such Registrable Securities that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described
in Sections 3(d)(ii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until
such Holder’s receipt of the copies of the supplemented Prospectus and/or
amended Registration Statement contemplated by Section 3(h), or until it
is advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph. The Company agrees and acknowledges that any periods during which
the Holder is required to discontinue the disposition of the Registrable
Securities hereunder shall be subject to the provisions of Section 2(b).


 


(f)  Piggy-Back Registrations. If at any time
during the Effectiveness Period there is not an effective Registration
Statement covering all of the Registrable Securities and the Company shall
determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the
Securities Act of any of its equity securities, other than on Form S-4 or Form
S-8 (each as promulgated under the Securities Act) or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with stock option


 


11
















 


or other employee benefit plans, then the Company shall send to each
Holder written notice of such determination and, if within five Trading Days
after receipt of such notice, any such Holder shall so request in writing, the
Company shall include in such registration statement all or any part of such
Registrable Securities such holder requests to be registered; provided, that,
the Company shall not be required to give the foregoing notice with respect to
or register any Registrable Securities pursuant to this Section 6(f) that
are eligible for resale pursuant to Rule 144(k) promulgated under the
Securities Act.


 


(g)  Notices. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder
shall be delivered as set forth in the Subscription Agreement.


 


(h)  Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each Holder.
The Company may not assign its rights or obligations hereunder without the
prior written consent of all of the Holders of the then-outstanding Registrable
Securities; provided, however that no such consent
shall be required in connection with: 
(a) a consolidation or merger of the Company with or into another
corporation or other entity or a sale, transfer or other disposition of all or
substantially all the Company’s property, assets or business to another
corporation or other entity; or (b) a reorganization or other transaction the
primary purpose of which is to change the jurisdiction of organization and/or
corporate form of the Company, provided that such merger, reorganization or
other transaction does not have an adverse tax impact upon the Purchasers with
respect to their purchase or sale of the Securities.  Any Purchaser may assign its rights under
this Agreement and the Registration Rights Agreement to any Person to whom such
Purchaser assigns or transfers any Securities.


 


(i)  Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall constitute one
and the same Agreement. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile signature were the original
thereof.


 


(j)  Governing Law. All questions concerning
the construction, validity, enforcement and interpretation of this Agreement
shall be governed by and construed and enforced in accordance with the internal
laws of the State of California, without regard to the principles of conflicts
of law thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts of Santa Clara County, California
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto irrevocably
waives, to the fullest extent permitted by


 


12
















 


applicable law, and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions
of this Agreement, then the prevailing party in such Proceeding shall be
reimbursed by the other party for its attorneys fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.


 


(k)  Cumulative Remedies. The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.


 


(l)  Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their reasonable efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(m)  Headings. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


(n)  Independent Nature of Purchasers’ Obligations and
Rights. The obligations of each Purchaser hereunder is several and
not joint with the obligations of any other Purchaser hereunder, and no
Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser hereunder. Nothing contained herein or in
any other agreement or document delivered at any closing, and no action taken
by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Purchasers are in any way acting in
concert with respect to such obligations or the transactions contemplated by
this Agreement. Each Purchaser shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose.


 


********************


 


13
















 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  METRON TECHNOLOGY N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas J. McCutcheon

  	
   

  
	
   

  	
   

  	
  Name:  Douglas J. McCutcheon

  
	
   

  	
   

  	
  Title:  Senior Vice President
  and Chief Financial Officer

  



 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 


14
















 


[PURCHASER’S SIGNATURE PAGE TO MTCH RRA]


 


MIDSUMMER INVESTMENT, LTD.


 


 


	
  By:

  	
  /s/ Scott D. Kaufman

  	
   

  
	
  Name: Scott D. Kaufman

  
	
  Title:  Managing Director

  



 


15
















 


[PURCHASER’S SIGNATURE PAGE TO MTCH RRA]


 


	
  OMICRON MASTER TRUST

  
	
  By:

  	
  Omicron Capital L.P., as subadvisor

  
	
  By:

  	
  Omicron Capital Inc., its general partner

  



 


	
  By:

  	
  /s/ Bruce Bernstein

  	
   

  
	
   

  	
  Bruce Bernstein, President

  



 


16
















 


[PURCHASER’S SIGNATURE PAGE TO MTCH RRA]


 


ISLANDIA, L.P.


 


 


	
  By:

  	
  /s/ Richard Berner

  	
   

  
	
  Name: Richard Berner

  
	
  Title: President of John Lang, Inc.,

  General Partner

  



 


17
















 


[PURCHASER’S SIGNATURE PAGE TO MTCH RRA]


 


ENABLE GROWTH PARTNERS, L.P.


 


 


	
  By:

  	
  /s/ Mitch Levine

  	
   

  
	
  Name:  Mitch Levine

  
	
  Title:  Managing Partner

  



 


18
















 


Plan of Distribution


 


The selling shareholders or any of their permitted pledgees, donees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions.  These sales may be at fixed or negotiated
prices.  The selling shareholders may use
any one or more of the following methods when selling shares:


 


•      ordinary brokerage
transactions and transactions in which the broker-dealer solicits purchasers;


 


•      block trades in which the
broker-dealer will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;


 


•      purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;


 


•      an exchange distribution in
accordance with the rules of the applicable exchange;


 


•      privately negotiated
transactions;


 


•      settlement of short sales


 


•      broker-dealers may agree
with the selling shareholders to sell a specified number of such shares at a
stipulated price per share;


 


•      a combination of any such
methods of sale; and


 


•      any other method permitted
pursuant to applicable law.


 


The selling shareholders may also sell shares that qualify for sale
pursuant to Rule 144 under the Securities Act, rather than under this
prospectus.  In effecting sales,
broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. 
Broker-dealers may receive commissions or discounts from the selling
shareholders (or, if any broker-dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated.  The selling shareholders do not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved.  Broker-dealers
may agree to sell a specified number of such shares at a stipulated price per
share, and, to the extent such broker-dealer is unable to do so acting as agent
for us or a selling shareholder, to purchase as principal any unsold shares at
the price required to fulfill the broker-dealer commitment.  Broker-dealers who acquire shares as
principal may thereafter resell such shares from time to time in transactions,
which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above, in the
over-the-counter markets or otherwise at pries and on terms then prevailing at
the time of sale, at prices than related to the then-current market price or in
negotiated transactions.  In connection
with such resales, broker-dealers may pay to or receive from the purchasers
such shares commissions as described above.


 


19
















 


The selling shareholder may from time to time pledge or grant a
security interest in some or all of the Shares or common stock or Warrant owned
by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act of 1933 amending the list of selling shareholders to include the pledgee,
transferee or other successors in interest as selling shareholders under this
prospectus.


 


The selling shareholders also may transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.


 


The selling shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales.  In such event, any commissions received by
such broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.  The selling
shareholders have informed the Company that none of them have any agreement or
understanding, directly or indirectly, with any person to distribute the common
stock.


 


The Company is required to pay all fees and expenses incurred by the
Company incident to the registration of the shares.  The Company has agreed to indemnify the
selling shareholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.


 


20
















 


SCHEDULE 6(b)


 


 


The Company has entered into a Registration Rights Agreement, dated
August 25, 2003, with respect to the sale of convertible debentures and
common share warrants.


 


21