Exhibit 10.10


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT, dated as of November 22, 2005, among Accellent Holdings
Corp., a Delaware corporation (the “Company”), and Accellent Holdings
LLC, a Delaware limited liability company (the “Investor”).


 


RECITALS


 


As of the date
hereof, the Investor is the holder of 75 shares of Common Stock of the
Company.  The Company desires to provide
to the Investor and to each other Holder (as defined below) rights to
registration under the Securities Act (as defined below) of Registrable
Securities (as defined below), on the terms and subject to the conditions set
forth herein.


 


AGREEMENT


 


1.             Definitions.  As used in this Agreement, the following
capitalized terms shall have the following respective meanings:


 


“Common Stock”: 
The shares of common stock, par value $.01 per share, of the Company and
any stock into which such Common Stock may thereafter be converted or
exchanged.


 


“Demand
Party”:  (a) The Investor or (b) any
other Holder or Holders, including, without limitation, any Person that may
become an assignee of the Investor’s rights hereunder; provided that to
be a Demand Party under this clause (b), a Holder or Holders must either
individually or in aggregate with all other Holders with whom it is acting
together to demand registration own at least 1% of the total number of
Registrable Securities.


 


“Exchange
Act”:  The Securities Exchange Act of
1934, as amended, or any similar federal statute then in effect, and a
reference to a particular section thereof shall be deemed to include a
reference to the comparable section, if any, of any such similar federal
statute.


 


“Holder”:  The Investor and any other holder of
Registrable Securities (including any direct or indirect transferee of the
Investor who agrees in writing to be bound by the provisions of this
Agreement).


 


“Person”:  Any individual, partnership, joint venture,
corporation, limited liability company, trust, unincorporated organization,
government or any department or agency thereof or any other entity.


 


“Registrable
Securities”:  Any Common Stock held
by the Investor, and any Common Stock which may be issued or distributed in
respect thereof by way of stock dividend or stock split or other distribution,
recapitalization or reclassification. 
Any particular Registrable Securities that are issued shall cease to be
Registrable Securities when (i) a registration statement with respect to
the sale by the Holder of such securities


 





















 


shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (ii) such
securities shall have been distributed to the public pursuant to Rule 144
(or any successor provision) under the Securities Act, (iii) such
securities shall have been otherwise transferred, new certificates for such
securities not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent disposition of such securities shall
not require registration or qualification of such securities under the
Securities Act or any state securities or blue sky law then in force, or (iv) such
securities shall have ceased to be outstanding.


 


“Registration
Expenses”:  Any and all expenses
incident to performance of or compliance with this Agreement, including,
without limitation, (i) all SEC and stock exchange or National Association
of Securities Dealers, Inc. (the “NASD”) registration and filing
fees (including, if applicable, the fees and expenses of any “qualified
independent underwriter,” as such term is defined in Schedule E to the By-laws
of the NASD, and of its counsel), (ii) all fees and expenses of complying
with securities or blue sky laws (including fees and disbursements of counsel
for the underwriters in connection with blue sky qualifications of the
Registrable Securities), (iii) all printing, messenger and delivery
expenses, (iv) all fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange pursuant to
clause (viii) of Section 4 and all rating agency fees, (v) the
fees and disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits and/or “cold comfort”
letters required by or incident to such performance and compliance, (vi) the
reasonable fees and disbursements of counsel selected pursuant to Section 7
hereof by the Holders of the Registrable Securities being registered to
represent such Holders in connection with each such registration, (vii) any
fees and disbursements of underwriters customarily paid by the issuers or
sellers of securities, including liability insurance if the Company so desires
or if the underwriters so require, and the reasonable fees and expenses of any
special experts retained in connection with the requested registration, but
excluding underwriting discounts and commissions and transfer taxes, if any,
and (viii) other reasonable out-of-pocket expenses of Holders (provided
that such expenses shall not include expenses of counsel other than those
provided for in clause (vi) above).


 


“Securities
Act”:  The Securities Act of 1933, as
amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be deemed to include a reference to the
comparable section, if any, of any such similar federal statute.


 


“SEC”:  The Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act or the
Exchange Act.


 


2.             Incidental Registrations.  (a)  Right to Include Registrable
Securities.  If the Company at any
time after the date hereof proposes to register its Common Stock under the
Securities Act (other than a registration on Form S-4 or S-8, or any
successor or other forms promulgated for similar purposes), whether or not for
sale for its own account (but excluding in a registration under Section 3
hereof), in a manner which would permit registration of Registrable Securities
for sale to the public under the Securities Act, it will, at each such time,
give prompt


 





















 


written notice to
all Holders of Registrable Securities of its intention to do so and of such
Holders’ rights under this Section 2. 
Upon the written request of any such Holder made within 15 days after
the receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such Holder), the Company will use its
best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
the Holders thereof, to the extent requisite to permit the disposition of the
Registrable Securities to be so registered; provided that (i) if,
at any time after giving written notice of its intention to register any
securities 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 proceed with the proposed registration of the securities to be
sold by it, the Company may, at its election, give written notice of such
determination to each Holder of Registrable Securities and, thereupon, shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration (but not from its obligation to pay the Registration
Expenses in connection therewith), and (ii) if such registration involves
an underwritten offering, all Holders of Registrable Securities requesting to
be included in the Company’s registration must sell their Registrable
Securities to the underwriters selected by the Company on the same terms and
conditions as apply to the Company, with such differences, including any with
respect to indemnification and liability insurance, as may be customary or
appropriate in combined primary and secondary offerings.  If a registration requested pursuant to this Section 2(a) involves
an underwritten public offering, any Holder of Registrable Securities
requesting to be included in such registration may elect, in writing prior to
the effective date of the registration statement filed in connection with such
registration, not to register such securities in connection with such
registration.


 


(b)           Expenses.  The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities.


 


(c)           Priority in Incidental Registrations.  If a registration pursuant to this Section 2
involves an underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the number of securities requested to
be included in such registration exceeds the number which can be sold in such
offering, so as to be likely to have an adverse effect on the price, timing or
distribution of the securities offered in such offering as contemplated by the
Company (other than the Registrable Securities), then the Company will include
in such registration (i) first, 100% of the securities the Company
proposes to sell and (ii) second, to the extent of the number of
Registrable Securities requested to be included in such registration pursuant
to this Section 2 which, in the opinion of such managing underwriter, can
be sold without having the adverse effect referred to above, the number of
Registrable Securities which the Holders have requested to be included in such
registration, such amount to be allocated pro rata among all requesting Holders
on the basis of the relative number of shares of Registrable Securities then
held by each such Holder (provided that any shares thereby allocated to any
such Holder that exceed such Holder’s request will be reallocated among the remaining
requesting Holders in like manner).


 


3.             Registration on Request.  (a)  Request by the Demand Party.  At any time, upon the written request of the
Demand Party requesting that the Company effect the registration under the
Securities Act of all or part of such Demand Party’s Registrable Securities and
specifying the amount and intended method of disposition thereof, the Company
will promptly


 





















 


give written notice
of such requested registration to all other Holders of such Registrable
Securities, and thereupon will, as expeditiously as possible, use its best
efforts to effect the registration under the Securities Act of:


 


(i)            such Registrable Securities
which the Company has been so requested to register by the Demand Party; and


 


(ii)           all other Registrable Securities of the same class or series
as are to be registered at the request of a Demand Party and which the Company
has been requested to register by any other Holder thereof by written request
given to the Company within 15 days after the giving of such written notice by
the Company (which request shall specify the amount and intended method of
disposition of such Registrable Securities),


 


all to the
extent necessary to permit the disposition (in accordance with the intended
method thereof as aforesaid) of the Registrable Securities so to be registered;
provided that, unless Holders of a majority of the shares of Registrable
Securities held by Holders consent thereto in writing, the Company shall not be
obligated to file a registration statement relating to any registration request
under this Section 3(a) (x) within a period of nine months after the
effective date of any other registration statement relating to any registration
request under this Section 3(a) which was not effected on Form S-3
(or any successor or similar short-form registration statement) or relating to
any registration effected under Section 2, or (y) if, with respect
thereto, the managing underwriter, the SEC, the Securities Act or the rules and
regulations thereunder, or the form on which the registration statement is to
be filed, would require the conduct of an audit other than the regular audit
conducted by the Company at the end of its fiscal year, in which case the
filing may be delayed until the completion of such regular audit (unless the
Holders of the Registrable Securities to be registered agree to pay the
expenses of the Company in connection with such an audit other than the regular
audit).


 


(b)           Registration Statement Form.  If any registration requested pursuant to
this Section 3 which is proposed by the Company to be effected by the
filing of a registration statement on Form S-3 (or any successor or
similar short-form registration statement) shall be in connection with an
underwritten public offering, and if the managing underwriter shall advise the
Company in writing that, in its opinion, the use of another form of
registration statement is of material importance to the success of such
proposed offering, then such registration shall be effected on such other form.


 


(c)           Expenses.  The Company will pay all Registration
Expenses in connection with the first six (6) registrations of each class
or series of Registrable Securities pursuant to this Section 3 upon the
written request of any of the Holders. 
All Registration Expenses for any subsequent registrations of
Registrable Securities pursuant to this Section 3 shall be paid pro rata
by the Company and all other Persons (including the Holders) participating in
such registration on the basis of the relative number of shares of Common Stock
of each such person whose Registrable Securities are included in such
registration.


 


(d)           Effective Registration Statement.  A registration requested pursuant to this Section 3
will not be deemed to have been effected unless it has become effective; provided
that if, within 180 days after it has become effective, the offering of
Registrable Securities pursuant


 





















 


to such registration is interfered with by
any stop order, injunction or other order or requirement of the SEC or other
governmental agency or court, such registration will be deemed not to have been
effected.


 


(e)           Selection of Underwriters.  If a requested registration pursuant to this Section 3
involves an underwritten offering, the Holders of a majority of the shares of
Registrable Securities which are held by Holders and which the Company has been
requested to register shall have the right to select the investment banker or
bankers and managers to administer the offering; provided, however,
that such investment banker or bankers and managers shall be reasonably
satisfactory to the Company.


 


(f)            Priority in Requested
Registrations.  If a requested registration pursuant to this Section 3
involves an underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the number of securities requested to
be included in such registration (including securities of the Company which are
not Registrable Securities) exceeds the number which can be sold in such
offering, the Company will include in such registration only the Registrable
Securities of the Holders requested to be included in such registration.  In the event that the number of Registrable
Securities of the Holders requested to be included in such registration exceeds
the number which, in the opinion of such managing underwriter, can be sold, the
number of such Registrable Securities to be included in such registration shall
be allocated pro rata among all such requesting Holders on the basis of the
relative number of shares of Registrable Securities then held by each such
Holder (provided that any shares thereby allocated to any such Holder
that exceed such Holder’s request shall be reallocated among the remaining
requesting Holders in like manner).  In
the event that the number of Registrable Securities requested to be included in
such registration is less than the number which, in the opinion of the managing
underwriter, can be sold, the Company may include in such registration the
securities the Company proposes to sell up to the number of securities that, in
the opinion of the underwriter, can be sold.


 


(g)           Additional Rights.  If the Company at any time grants to any
other holders of Common Stock any rights to request the Company to effect the
registration under the Securities Act of any such shares of Common Stock on
terms more favorable to such holders than the terms set forth in this Section 3,
the terms of this Section 3 shall be deemed amended or supplemented to the
extent necessary to provide the Holders such more favorable rights and benefits.


 


4.             Registration Procedures.  If and whenever the Company is required to
use its best efforts to effect or cause the registration of any Registrable
Securities under the Securities Act as provided in this Agreement, the Company
will, as expeditiously as possible:


 


(i)            prepare and, in any event within
120 days after the end of the period within which a request for registration
may be given to the Company pursuant to Section 2 or 3, file with the SEC
a registration statement with respect to such Registrable Securities and use
its best efforts to cause such registration statement to become effective, provided,
however, that the Company may discontinue any registration of its
securities which is being effected pursuant to Section 2 at any time prior
to the effective date of the registration statement relating thereto;


 





















 


(ii)           prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for a period not in excess of 270 days and to comply with the
provisions of the Securities Act, the Exchange Act and the rules and
regulations of the SEC thereunder with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement; provided that before
filing a registration statement or prospectus, or any amendments or supplements
thereto, the Company will furnish to counsel selected pursuant to Section 7
hereof by the Holders of the Registrable Securities covered by such
registration statement to represent such Holders, copies of all documents
proposed to be filed, which documents will be subject to the review of such
counsel;


 


(iii)          furnish to each seller of such Registrable Securities such
number of copies of such registration statement and of each amendment and
supplement thereto (in each case including all exhibits filed therewith,
including any documents incorporated by reference), such number of copies of
the prospectus included in such registration statement (including each
preliminary prospectus and summary prospectus), in conformity with the
requirements of the Securities Act, and such other documents as such seller may
reasonably request in order to facilitate the disposition of the Registrable
Securities by such seller;


 


(iv)          use its best efforts to register or qualify such Registrable
Securities covered by such registration in such jurisdictions as each seller
shall reasonably request, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
Seller, except that the Company shall not for any such purpose be required to
qualify generally to do business as a foreign corporation in any jurisdiction
where, but for the requirements of this clause (iv), it would not be obligated
to be so qualified, to subject itself to taxation in any such jurisdiction or
to consent to general service of process in any such jurisdiction;


 


(v)           use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable
the seller or sellers thereof to consummate the disposition of such Registrable
Securities;


 


(vi)          notify each seller of any 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 within the
appropriate period mentioned in clause (ii) of this Section 4, of the
Company’s becoming aware that the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing, and at the request of any such seller, prepare and furnish to
such seller a reasonable number of copies of an amended or supplemental
prospectus as may be necessary so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall


 





















 


not include 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 not misleading in the light of the circumstances
then existing;


 


(vii)         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 (but not more than eighteen months) after the effective
date of the registration statement, an earnings statement which shall satisfy
the provisions of Section 11(a) of the Securities Act and the rules and
regulations promulgated thereunder;


 


(viii)        (A) use its best efforts to list such Registrable
Securities on any securities exchange on which the Common Stock is then listed
if such Registrable Securities are not already so listed and if such listing is
then permitted under the rules of such exchange; and (B) use its best
efforts to provide a transfer agent and registrar for such Registrable
Securities covered by such registration statement not later than the effective
date of such registration statement;


 


(ix)           enter into such customary agreements (including an
underwriting agreement in customary form), which may include indemnification
provisions in favor of underwriters and other persons in addition to, or in
substitution for the provisions of Section 5 hereof, and take such other
actions as sellers of a majority of shares of such Registrable Securities or
the underwriters, if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable Securities;


 


(x)            obtain a “cold comfort” letter
or letters from the Company’s independent public accounts in customary form and
covering matters of the type customarily covered by “cold comfort” letters as
the seller or sellers of a majority of shares of such Registrable Securities
shall reasonably request;


 


(xi)           make available for inspection by any seller of such
Registrable Securities covered by such registration statement, by any
underwriter participating in any disposition to be effected pursuant to such
registration statement and by any attorney, accountant or other agent retained
by any such seller or any such underwriter, all pertinent financial and other
records, pertinent corporate documents and properties of the Company, and cause
all of the Company’s officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;


 


(xii)          notify counsel (selected pursuant to Section 7 hereof)
for the Holders of Registrable Securities included in such registration
statement and the managing underwriter or agent, immediately, and confirm the
notice in writing (A) when the registration statement, or any
post-effective amendment to the registration statement, shall have become
effective, or any supplement to the prospectus or any amendment prospectus
shall have been filed, (B) of the receipt of any comments from the SEC, (C) of
any request of the SEC to amend the registration statement or amend or
supplement the prospectus or for additional information, and (D) of the
issuance by the SEC of any stop order suspending the effectiveness of the
registration statement or of any order preventing


 





















 


or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the registration
statement for offering or sale in any jurisdiction, or of the institution or
threatening of any proceedings for any of such purposes;


 


(xiii)         make every reasonable effort to prevent the issuance of any
stop order suspending the effectiveness of the registration statement or of any
order preventing or suspending the use of any preliminary prospectus and, if
any such order is issued, to obtain the withdrawal of any such order at the
earliest possible moment;


 


(xiv)        if requested by the managing underwriter or agent or any
Holder of Registrable Securities covered by the registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or agent or such Holder reasonably
requests to be included therein, including, without limitation, with respect to
the number of Registrable Securities being sold by such Holder to such
underwriter or agent, the purchase price being paid therefor by such
underwriter or agent and with respect to any other terms of the underwritten
offering of the Registrable Securities to be sold in such offering; and make
all required filings of such prospectus supplement or post-effective amendment
as soon as practicable after being notified of the matters incorporated in such
prospectus supplement or post-effective amendment;


 


(xv)         cooperate with the Holders of Registrable Securities covered
by the registration statement and the managing underwriter or agent, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and
registered in such names as the managing underwriter or agent, if any, or such
Holders may request;


 


(xvi)        obtain for delivery to the Holders of Registrable Securities
being registered and to the underwriter or agent an opinion or opinions from
counsel for the Company in customary form and in form, substance and scope
reasonably satisfactory to such Holders, underwriters or agents and their
counsel; and


 


(xvii)       cooperate with each seller of Registrable Securities and
each underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD.


 


The Company
may require each seller of Registrable Securities as to which any registration
is being effected to furnish the Company with such information regarding such
seller and pertinent to the disclosure requirements relating to the
registration and the distribution of such securities as the Company may from
time to time reasonably request in writing.


 


Each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in clause (vi) of this
Section 4, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by clause (vi) of this Section 4,


 





















 


and, if so directed by the Company, such
Holder will deliver to the Company (at the Company’s expense) all copies, other
than permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.  In the event the Company shall
give any such notice, the period mentioned in clause (ii) of this Section 4
shall be extended by the number of days during the period from and including the
date of the giving of such notice pursuant to clause (vi) of this Section 4
and including the date when each seller of Registrable Securities covered by
such registration statement shall have received the copies of the supplemented
or amended prospectus contemplated by clause (vi) of this Section 4.


 


5.             Indemnification.  (a)  Indemnification by the Company.  In the event of any registration of any
securities of the Company under the Securities Act pursuant to Section 2
or 3, the Company will, and it hereby does, indemnify and hold harmless, to the
extent permitted by law, the seller of any Registrable Securities covered by
such registration statement, each affiliate of such seller and their respective
directors and officers, members or general and limited partners (including any
director, officer, affiliate, employee, agent and controlling Person of any of
the foregoing), each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls
such seller or any such underwriter within the meaning of the Securities Act
(collectively, the “Indemnified Parties”), against any and all losses,
claims, damages or liabilities, joint or several, and expenses (including
reasonable attorney’s fees and reasonable expenses of investigation) to which
such Indemnified Party may become subject under the Securities Act, common law
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof, whether or not such Indemnified
Party is a party thereto) arise out of or are based upon (a) any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered under the
Securities Act, any preliminary, final or summary prospectus contained therein,
or any amendment or supplement thereto, or (b) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus, in light
of the circumstances under which they were made) not misleading, and the
Company will reimburse such Indemnified Party for any legal or any other
expenses reasonably incurred by it in connection with investigating or defending
against any such loss, claim, liability, action or proceeding; provided
that the Company shall not be liable to any Indemnified Party in any such case
to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement or amendment or supplement thereto or in
any such preliminary, final or summary prospectus in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such seller specifically stating that it is for use
in the preparation thereof; and provided, further, that the
Company will not be liable to any Person who participates as an underwriter in
the offering or sale of Registrable Securities or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act, under the
indemnity agreement in this Section 5(a) with respect to any
preliminary prospectus or the final prospectus or the final prospectus as
amended or supplemented, as the case may be, to the extent that any such loss,
claim, damage or liability of such underwriter or controlling Person results
from the fact that such underwriter sold Registrable Securities to a person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final prospectus or of the final prospectus as then


 





















 


amended or
supplemented, whichever is most recent, if the Company has previously furnished
copies thereof to such underwriter.  For
purposes of the last proviso to the immediately preceding sentence, the term “prospectus”
shall not be deemed to include the documents, if any, incorporated therein by
reference, and no Person who participates as an underwriter in the offering or
sale of Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, shall be obligated to send
or give any supplement or amendment to any document incorporated by reference
in any preliminary prospectus or the final prospectus to any person other than
a person to whom such underwriter had delivered such incorporated document or
documents in response to a written request therefor.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such seller or
any Indemnified Party and shall survive the transfer of such securities by such
seller.


 


(b)           Indemnification by the Seller.  The Company may require, as a condition to
including any Registrable Securities in any registration statement filed in
accordance with Section 4 herein, that the Company shall have received an
undertaking reasonably satisfactory to it from the prospective seller of such
Registrable Securities or any underwriter to indemnify and hold harmless (in
the same manner and to the same extent as set forth in Section 5(a)) the
Company and all other prospective sellers with respect to any untrue statement
or alleged untrue statement in or omission or alleged omission from such
registration statement, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement, if such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company through an
instrument duly executed by such seller or underwriter specifically stating
that it is for use in the preparation of such registration statement,
preliminary, final or summary prospectus or amendment or supplement, or a
document incorporated by reference into any of the foregoing.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Company or
any of the prospective sellers, or any of their respective affiliates,
directors, officers or controlling Persons and shall survive the transfer of
such securities by such seller.  In no
event shall the liability of any selling Holder of Registrable Securities
hereunder be greater in amount than the dollar amount of the proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.


 


(c)           Notices of Claims, Etc.  Promptly after receipt by an Indemnified
Party hereunder of written notice of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 5, such Indemnified Party will, if a claim in
respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action; provided that
the failure of the Indemnified Party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under this Section 5,
except to the extent that the indemnifying party is actually prejudiced by such
failure to give notice.  In case any such
action is brought against an Indemnified Party, unless in such Indemnified
Party’s reasonable judgment a conflict of interest between such Indemnified
Party and indemnifying parties may exist in respect of such claim, the
indemnifying party will be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
Indemnified Party, and after notice from the indemnifying party to such
Indemnified Party of its election so to assume the defense thereof, the indemnifying
party


 





















 


will not be liable to such Indemnified Party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party
will consent to entry of any judgment or enter into any settlement which does
not include, as an unconditional term thereof, the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.


 


(d)           Contribution.  If the indemnification provided for in this Section 5
from the indemnifying party is unavailable to an Indemnified Party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
herein, then the 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, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and such Indemnified Party in connection with the actions which resulted
in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The
relative fault of such indemnifying party and such 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 to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or Indemnified Parties, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action.  The
amount paid or payable by a party under this Section 5(d) as a result
of the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.  In no event shall the liability of any
selling Holder of Registrable Securities under this Section 5(d) be
greater in amount than the dollar amount of the proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such obligation.


 


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 which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  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.


 


(e)           Other Indemnification.  Indemnification similar to that specified in
the preceding provisions of this Section 5 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities 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.


 


(f)            Non-Exclusivity.  The obligations of the parties under this Section 5
shall be in addition to any liability which any party may otherwise have to any
other party.


 


6.             Rule 144.  The Company covenants that it will file the
reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder (or, if
the Company is not required to file such reports, it will, upon the request of
any Demand Party, make publicly available such information), and it will take
such further action as any Holder of Registrable Securities (or, if the Company
is not


 





















 


required to file
reports as provided above, any Demand Party) may reasonably request, all to the
extent required from time to time to enable such Holder to sell shares of
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder of Registrable
Securities, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements. 
Notwithstanding anything contained in this Section 6, the Company
may deregister under Section 12 of the Exchange Act if it then is
permitted to do so pursuant to the Exchange Act and the rules and
regulations thereunder.


 


7.             Selection of Counsel.  In connection with any registration of
Registrable Securities pursuant to Section 2 or 3 hereof, the Holders of a
majority of the Registrable Securities covered by any such registration may
select one counsel to represent all Holders of Registrable Securities covered
by such registration; provided, however, that in the event that
the counsel selected as provided above is also acting as counsel to the Company
in connection with such registration, the remaining Holders shall be entitled
to select one additional counsel to represent all such remaining Holders.


 


8.             Miscellaneous.  (a)  Other Investors.  The Company may enter into agreements with
other purchasers or holders of Common Stock making them parties hereto (and
thereby giving them all, or a portion, of the rights, preferences and
privileges of an original party hereto) with respect to additional shares of
Common Stock (the “Supplemental Agreements”); provided, however,
that pursuant to any such Supplemental Agreement, such purchaser or holder
expressly agrees to be bound by all of the terms, conditions and obligations of
this Agreement as if such purchaser or holder were an original party
hereto.  All shares of Common Stock
issued or issuable pursuant to, or otherwise covered by, such Supplemental
Agreements shall be deemed to be Registrable Securities to the extent provided
therein.


 


(b)           Holdback Agreement.  If any such registration shall be in
connection with an underwritten public offering, each Holder of Registrable
Securities agrees not to effect any public sale or distribution, including any
sale pursuant to Rule 144 under the Securities Act, of any equity
securities of the Company, or of any security convertible into or exchangeable
or exercisable for any equity security of the Company (in each case, other than
as part of such underwritten public offering), within seven days before or such
period not to exceed 180 days as the underwriting agreement may require (or
such lesser period as the managing underwriters may permit) after the effective
date of such registration, and the Company hereby also so agrees and agrees to
cause each other holder of any equity security, or of any security convertible
into or exchangeable or exercisable for any equity security, of the Company
purchased from the Company (at any time other than in a public offering) to so
agree.


 


(c)           Amendments and Waivers.  This Agreement may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the Holders of
a majority of the Registrable Securities then outstanding; provided, however,
that no amendment, waiver or consent to the departure from the terms and
provisions of this Agreement that is materially adverse to the Investor or any
of its successors and assigns shall be effective as against such Person for so
long as such Person


 





















 


holds any Registrable Securities unless
consented to in writing by such Person. 
Each Holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 8(c),
whether or not such Registrable Securities shall have been marked to indicate
such consent.


 


(d)           Successors, Assigns and
Transferees.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.  In addition, and
whether or not any express assignment shall have been made, the provisions of
this Agreement which are for the benefit of the parties hereto other than the
Company shall also be for the benefit of and enforceable by any subsequent
Holder of any Registrable Securities, subject to the provisions contained
herein.  Without limitation to the
foregoing, in the event that the Investor or any of its successors or assigns
or any other subsequent Holder of any Registrable Securities distributes or
otherwise transfers any shares of the Registrable Securities to any of its
present or future shareholders, members, or general or limited partners, the
Company hereby acknowledges that the registration rights granted pursuant to
this Agreement shall be transferred to such shareholders, members or general or
limited partners on a pro rata basis, and that at or after the time of any such
distribution or transfer, any such shareholder, member, general or limited
partner or group of shareholders, members or general or limited partners may
designate a Person to act on its behalf in delivering any notices or making any
requests hereunder.


 


(e)           Notices.  All notices and other communications provided
for hereunder shall be in writing and shall be sent by first class mail, telex,
telecopier or hand delivery:


 


	
  If to the
  Company:

  	
  Accellent
  Holdings Corp.

  
	
   

  	
  c/o Kohlberg
  Kravis Roberts & Co. L.P.

  
	
   

  	
  2800 Sand Hill
  Road, Suite 200

  
	
   

  	
  Menlo Park,
  California 94025

  
	
   

  	
  Attention:

  	
  Michael W.
  Michelson

  
	
   

  	
  Facsimile:

  	
  (650) 233-6554

  
	
   

  	
   

  
	
  with a copy to:

  	
  Simpson
  Thacher & Bartlett LLP

  
	
  (which shall not

  	
  425 Lexington
  Avenue

  
	
  constitute
  notice)

  	
  New York, New
  York 10017

  
	
   

  	
  Attention:

  	
  Sean D.
  Rodgers, Esq.

  
	
   

  	
  Facsimile:

  	
  (212) 455-2502

  
	
   

  	
   

  
	
  If to the
  Investor:

  	
  Accellent
  Holdings LLC

  
	
   

  	
  c/o Kohlberg
  Kravis Roberts & Co. L.P.

  
	
   

  	
  2800 Sand Hill
  Road, Suite 200

  
	
   

  	
  Menlo Park,
  California 94025

  
	
   

  	
  Attention:

  	
  Michael W.
  Michelson

  
	
   

  	
  Facsimile:

  	
  (650) 233-6554

  



 





















 


	
  with copies to:

  	
  Simpson
  Thacher & Bartlett LLP

  
	
  (which shall not

  	
  425 Lexington
  Avenue

  
	
  constitute
  notice)

  	
  New York, New
  York 10017

  
	
   

  	
  Attention:

  	
  Sean D.
  Rodgers, Esq.

  
	
   

  	
  Facsimile:

  	
  (212) 455-2502

  



 


If to any other holder of Registrable
Securities, to the address of such other holder as shown in the stock record
book of the Company, or to such other address as any of the above shall have
designated in writing to all of the other above.


 


All such
notices and communications shall be deemed to have been given or made (A) when
delivered by hand, (B) five business days after being deposited in the
mail, postage prepaid or (C) when telecopied, receipt acknowledged.


 


(f)            Descriptive Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.


 


(g)           Severability. 
In the event that any one or more of the provisions, paragraphs, words,
clauses, phrases or sentences contained herein, or the application thereof in
any circumstances, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision,
paragraph, word, clause, phrase or sentence in every other respect and of the
remaining provisions, paragraphs, words, clauses, phrases or sentences hereof
shall not be in any way impaired, it being intended that all rights, powers and
privileges of the parties hereto shall be enforceable to the fullest extent
permitted by law.


 


(h)           Counterparts.  This Agreement may be executed in
counterparts, and by different parties on separate counterparts, each of which
shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.


 


(i)            Governing Law; Submission to
Jurisdiction.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New
York.  The parties to this Agreement
hereby agree to submit to the jurisdiction of the courts of the State of New
York, the courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof in any action or proceeding
arising out of or relating to this Agreement.


 


(j)            Specific Performance.  The parties hereto acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  Accordingly, it is
agreed that they shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of competent jurisdiction in the
United States or any state thereof, in addition to any other remedy to which
they may be entitled at law or in equity.


 





















 


IN WITNESS
WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be duly executed on its behalf as of the date first written above.


 


	
   

  	
  ACCELLENT
  HOLDINGS CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  W. Michelson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Michelson

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACCELLENT HOLDINGS
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  W. Michelson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Michelson

  
	
   

  	
   

  	
  Title:

  	
  President