Exhibit 10.12


 


STOCKHOLDERS’
AGREEMENT


 


This
Stockholders’ Agreement (this “Agreement”), is entered into as of November 22,
2005 by and among Accellent Holding Corp., a Delaware corporation (the “Company”),
Bain Capital Integral Investors, LLC (“Bain”), BCIP TCV, LLC (“BCIP”) and
Accellent Holding LLC, a Delaware limited liability company (the “KKR Investor”).


 


RECITALS


 


WHEREAS,
Accellent Acquisition Corp., a Delaware corporation (“AAC”), and Accellent
Inc., a Delaware corporation, have entered into that certain Agreement and Plan
of Merger dated as of October 7, 2005 (the “Merger Agreement”), pursuant
to which a wholly owned subsidiary of AAC will merge (the “Merger”) with and
into Accellent Inc. with Accellent Inc. continuing as the surviving corporation
after the merger;


 


WHEREAS,
pursuant to the terms of the Merger Agreement, AAC will acquire 100% of the
outstanding shares of common stock, par value $.01 per share, of Accellent Inc.
(the “Common Stock”);


 


WHEREAS, at
the effective time of the Merger, the Company will own 100% of AAC, AAC will
own 100% of Accellent Inc., and  (i) the
KKR Investor and (ii) Bain and BCIP (taken together) will collectively own
75%  and 25%, respectively, of the
aggregate outstanding shares of Common Stock of the Company held by Bain, BCIP
and the KKR Investor; and


 


WHEREAS, Bain,
BCIP, the KKR Investor and the Company wish to enter into this Agreement
providing for certain rights and obligations of Bain, BCIP the KKR Investor and
the Company.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and for
other good and valuable consideration, the parties hereto agree as follows:


 


1.                                       Definitions


 


As used in
this Agreement, the following capitalized terms shall have the following
meanings:


 


Affiliate:  When used with respect to a specified Person,
another Person that, either directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified.


 


Bain:  Bain Capital Integral Investors, LLC;
provided, that at such time as Bain and its Affiliates own no shares of Common
Stock, for all purposes of this Agreement other than Section 5(a), “Bain”
shall mean the Bain Holder holding the greatest percentage of Bain Shares, so
long as such Bain Holder holds at least 10% of the shares of Common Stock held
by Bain at the effective time of the Merger (as appropriately adjusted for
stock splits, reverse stock splits,


 





















 


recapitalization and similar
transactions).  Under no circumstances
will any person other than Bain Capital Integral Investors LLC have any rights
under Section 5(a).


 


Bain Holder:
Bain, BCIP and any Person to whom Bain or BCIP transfers shares of Common Stock
and any transferee thereof, in either case who is required by this Agreement to
be bound by the provisions of this Agreement.


 


Bain Shares:  As of any date of determination, the shares
of Common Stock then held by the Bain Holders.


 


Board:  The Board of Directors of the Company.


 


Exempt
Transaction: 
Has the meaning set forth in Section 2(c) hereof.


 


KKR Affiliate:  With respect to the KKR Investor shall mean a
Person that directly or indirectly through one or more intermediaries controls,
is controlled by or is under common control with the KKR Investor.


 


KKR Holder:  The KKR Investor and any Person to whom the
KKR Investor transfers shares of Common Stock and any transferee thereof, in
either case who is required by this Agreement to be bound by the provisions of
this Agreement.


 


KKR Shares:  As of any date of determination, the shares
of Common Stock then held by the KKR Holders.


 


Person:  An individual, partnership, limited liability
company, joint venture, corporation, trust or unincorporated organization, a
government or any department, agency or political subdivision thereof or other
entity.


 


Private Sale:  Any sale of securities other than a sale made
in a public distribution pursuant to an effective registration statement under
the Securities Act.


 


Public
Offering:  Any
sale of the issued and outstanding shares of Common Stock made in a public
distribution pursuant to an effective registration statement under the
Securities Act (other than a registration statement on Form S-4 or Form S-8
or any similar or successor forms).


 


Securities Act:  The Securities Act of 1933, as amended from
time to time and the rules and regulations promulgated thereunder.


 


2.             (a)  ”Tag-Along”
Right With Respect to Private Sales by KKR Holders.  (i)  Private Sales of Shares by KKR
Holders.  Subject to the last
sentence of Section 3(a), with respect to any proposed Private Sale of any
KKR Shares by a KKR Holder or KKR Holders (collectively, for purposes of this Section 2,
the “KKR Holder”) during the term of this Agreement to a Person (a “Proposed
Purchaser”), other than pursuant to an Exempt Transaction (as defined in Section 2(c)),
Bain and the other Bain Holders (collectively, for purposes of this Section 2,
“Bain”) shall have the right and option, but not the obligation, to participate
in such


 


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sale, on the same terms and
subject to the same conditions as the sale by the KKR Holder, for the number of
Bain Shares owned by Bain equaling the number derived by multiplying the total
number of KKR Shares which the KKR Holder proposes to sell (the “Proposed
Number of Shares”) by a fraction, the numerator of which is the total number of
Bain Shares held by Bain and the denominator of which is the sum of (A) the
total number of Bain Shares, (B) the total number of KKR Shares, and (C) the
total number of shares of Common Stock (determined on a fully diluted basis)
owned by Persons entitled to the benefits of any other “tag-along” rights
arising as a result of such sale (“Other Tag Shares”).  Any transfer by the stockholders of a KKR
Holder of any interests in such KKR Holder shall for purposes of this Section 2
be deemed to be a transfer of a proportionate number of the KKR Shares held by
such KKR Holder.


 


(ii)           Notices.  The KKR Holder shall notify, or cause to be
notified, Bain in writing of each proposed Private Sale subject to Section 2(a)(i) above.  Such notice shall set forth:  (A) the Proposed Number of Shares, (B) the
name and address of the Proposed Purchaser, (C) the proposed amount of
consideration, the material terms and conditions of such sale (and if the
proposed consideration is not cash, the notice shall describe the terms of the
proposed consideration) and the proposed closing date of such sale, (D) the
total number of KKR Shares and the total number of shares of Common Stock
(determined on a fully diluted basis) owned by Persons entitled to the benefits
of any other “tag-along” rights arising as a result of such sale and (E) that
the Proposed Purchaser has been informed of the “tag-along” right provided for
in this Section 2(a) and has agreed to purchase Bain Shares held by
Bain in accordance with the terms hereof. 
The “tag-along” right may be exercised by Bain by delivery of a written
notice from Bain to the KKR Holder (the “Tag-Along Notice”) within 15 days
following receipt of the notice specified in the preceding sentence.  The Tag-Along Notice shall state the amount
of Bain Shares that Bain proposes to include in such sale to the Proposed
Purchaser.  If Bain delivers a Tag-Along
Notice to the KKR Holder, Bain shall (A) prior to closing of any such
sale, execute and deliver (or cause to be executed and delivered) any purchase
agreement or other documentation required by the Proposed Purchaser to
consummate the sale (including without limitation all legal opinions,
cross-receipts and certificates), which purchase agreement and other
documentation shall be on terms substantially identical to those executed by
the KKR Holder (it being understood that Bain shall only be required to
participate severally on a pro rata basis (based on the number of shares of
Common Stock to be sold) in any indemnification or other obligations that the
KKR Holder agrees to provide in connection with such sale (other than any such
obligations that relate solely to a particular stockholder, such as
indemnification with respect to representations and warranties given by a
stockholder regarding such stockholder’s title to and ownership of Common Stock
and authority to enter into such agreement, in which case only such stockholder
shall be liable), and (B) at the closing of any such sale, deliver to the
Proposed Purchaser the certificate or certificates representing the Bain Shares
to be sold pursuant to such sale by Bain, duly endorsed for transfer with
signatures guaranteed, against receipt of the purchase price thereof.


 


(iii)          Number of Shares to be Sold.  If a Tag-Along Notice is received pursuant to
Section 2(a)(ii), Bain shall be permitted to sell to the Proposed
Purchaser up to the number of Bain Shares determined as set forth in Section 2(a)(i) above
(the “Proposed Bain Shares”), and the KKR Holder shall be permitted to sell to
the Proposed Purchaser up to a number of shares of


 


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Common Stock (the “Proposed KKR Shares”)
equal to the Proposed Number of Shares multiplied by a fraction, the numerator
of which is the total number of KKR Shares held by the KKR Holder, and the
denominator of which is the sum of the total number of Bain Shares, KKR Shares,
and Other Tag Shares; provided that the KKR Holder and Bain shall each
have the right to sell a number of additional shares of Common Stock up to the
excess of the Proposed Number of Shares over the sum of the number of Proposed
KKR Shares and Proposed Bain Shares and the number of Other Tag Shares being
sold in such transaction pursuant to other tag-along rights arising as a result
of such sale, if the Proposed Purchaser wants to purchase such additional
shares.  If both the KKR Holder and Bain
desire to sell such additional shares to the Proposed Purchaser, the number of
such additional shares of Common Stock to be sold by each of Bain and the KKR
Holder shall be determined on a pro rata basis based on the total number of
shares owned by the KKR Holder and its Affiliates on the one hand and Bain and
its Affiliates on the other hand.  If no
Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii),
the KKR Holder shall have the right to sell to the Proposed Purchaser up to the
Proposed Number of Shares on terms and conditions no more favorable in any
material respect to the KKR Holder than those stated in the Tag-Along Notice
within 90 days after the expiration of the notice period.  Any securities not transferred during such 90-day
period shall again be subject to the tag-along rights pursuant to the terms of
this paragraph.


 


(b)           Piggyback Registration Rights
With Respect to Public Sales by KKR Holders.  (i)  Public
Offering of Shares by KKR Holders. 
With respect to any proposed Public Offering of any KKR Shares by a KKR
Holder during the term of this Agreement, Bain shall have the right and option,
but not the obligation (and subject to the cutback provisions in Section 2(b)(iii) below),
to participate in such public distribution on the same terms and subject to the
same conditions as the sale by the KKR Holder for up to a maximum number of
Bain Shares equal to the product of (x) the total number of Bain Shares and (y)
a fraction, the numerator of which is the number of KKR Shares requested to be
registered in the Public Offering and the denominator of which is the total
number of KKR Shares.


 


(ii)           Notices.  The KKR Holder shall notify, or cause to be
notified, Bain in writing (a “Notice”) of each proposed Public Offering (a “Proposed
Registration”).  Such notice may be given
before the filing of such registration statement and need not specify any price
or other terms or conditions of such sale. 
If within 10 days of the delivery of such Notice to Bain, the KKR Holder
receives from Bain a written request (a “Request”) to register shares of Common
Stock held by Bain (which Request will be irrevocable), shares of Common Stock
will be so registered as and to the extent provided in this Section 2(b) if
KKR Shares are so registered.  If Bain
delivers a Request to the KKR Holder, Bain will participate in such public
distribution, if any, at the same price and on the same terms and conditions as
the KKR Holder, which price and other terms and conditions will be determined
on behalf of the KKR Holder and Bain by the KKR Holder in its sole discretion
(after reasonable consultation with Bain if at such time Bain is entitled to
information rights pursuant to either sentence of Section 5(b)).  Nothing in this Agreement shall create any
obligation on the part of the KKR Holder to cause a registration statement to
become effective under the Securities Act or to sell any shares of Common Stock
pursuant to an effective registration statement under the Securities Act.


 


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(iii)          Number of Shares to be Sold.  If a registration pursuant to this Section 2(b) involves
an underwritten offering and the managing underwriter advises the Company in
writing that, in its opinion, the number of shares of Common Stock requested to
be included in such registration exceeds the number of shares of Common Stock
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 shares of Common Stock
offered in such offering as contemplated by the Company or that the inclusion
of additional selling stockholders is likely to have such an adverse effect,
then the Company will include in such registration (A) the number of
shares of Common Stock held by Bain equal to the number derived by multiplying
the total number of shares which, in the opinion of such managing underwriter,
can be sold without having the adverse effect referred to above (the “Piggyback
Aggregate Registration Number”) by a fraction, the numerator of which is the
total number of Bain Shares held by Bain and the denominator of which is the
sum of (i) the total number of Bain Shares, (ii) the total number of
KKR Shares, and (iii) the total number of shares of Common Stock
(determined on a fully diluted basis) held by Persons entitled to the benefits
of any other piggyback registration rights arising as a result of such
registration (“Other Piggyback Shares”) and (B) the number of shares of
Common Stock held by the KKR Holder equal to the Piggyback Aggregate
Registration Number multiplied by a fraction, the numerator of which is the total
number of KKR Shares and the denominator of which is the sum of (i) the
total number of Bain Shares, (ii) the total number of KKR Shares, and (iii) the
total number of Other Piggyback Shares; provided that if the Piggyback
Aggregate Registration Number is in excess of the number of KKR Shares and Bain
Shares determined under clauses (A) and (B) above together with the
number of Other Piggyback Shares to be included in such registration pursuant
to other piggyback registration rights arising as a result of such
registration, then the Company shall also include in such registration a number
of additional KKR Shares and Bain Shares equal to such excess, which shall be
allocated between Bain and the KKR Holder on a pro rata basis based on the
total number of shares owned by the KKR Holder and its Affiliates on the one
hand and Bain and its Affiliates on the other hand; and provided further
that in the event the aggregate number of shares of Common Stock to be sold in
any such public distribution is increased or decreased, then the number of Bain
Shares which Bain shall sell in such public distribution shall be increased or
decreased by the product of (i) the number of shares of Common Stock by
which the total number of shares of Common Stock in such public distribution is
increased or decreased and (ii) a fraction the numerator of which equals
the number of Bain Shares held by Bain originally so registered and the
denominator of which is the total number of shares of Common Stock originally
so registered.


 


(iv)          Intentionally Omitted.


 


(v)           Holdback Agreement.  (A) In connection with the initial
Public Offering, Bain agrees not to effect any public sale or distribution,
including any sale pursuant to Rule 144 (or any successor provision) under
the Securities Act, of any shares of Common Stock (other than dispositions made
pursuant to the piggyback registration rights described in this Section 2(b)),
180 days (or such lesser period as the managing underwriters may permit) after
the effective date of such registration, and (B) in connection with each
subsequent Public Offering, Bain agrees not to effect any public sale or
distribution, including any sale pursuant to Rule 144 (or any successor
provision) under the Securities Act, of any shares of Common Stock (other


 


5





















 


than dispositions made pursuant to the
piggyback registration rights described in this Section 2(b), within 30
days before and a number of days after to be determined by the managing
underwriter and the KKR Investor; provided  however, that
notwithstanding the restrictions set forth in clauses (A) and (B) above,
in no event will Bain be subject to restrictions on sale in connection with any
Public Offering that are more restrictive than those applicable to the KKR
Investor for each such Public Offering.


 


(vi)          Additional Agreements.  Bain agrees that it will execute and deliver
or cause to be executed and delivered such other agreements and other documents
(such as legal opinions, cross-receipts and certificates) as the KKR Holder
itself is delivering or as the KKR Holder may otherwise reasonably request to
implement the provisions of this Section 2(b); provided that such
additional agreements will be on terms and conditions reasonably acceptable to
Bain (it being understood that Bain shall not be required to make any
representations or warranties to the Company or the underwriters or any other
Person (other than representations and warranties regarding Bain and its
intended method of distribution) nor to undertake any indemnification
obligations to the Company or any other Person with respect thereto, except as
described in clause (vii) below).


 


(vii)         Indemnification.


 


(A)          With
respect to any proposed Public Offering in which a Bain Holder is participating
pursuant to the terms of this Agreement, the Company will, and it hereby does,
indemnify and hold harmless, to the extent permitted by law, the seller of any
Bain Shares covered by such registration statement, each controlling 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) (collectively, the “Indemnified
Parties”), against any and all losses, claims, damages or liabilities,
joint or several, and expenses 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


 


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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 Bain Shares or any other Person, if any, who controls
such underwriter within the meaning of the Securities Act, under the indemnity
agreement in this clause (vii) 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 such 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 Bain Shares 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)           In
connection with any registration statement in which a Bain Holder or KKR Holder
is participating, each such holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the
extent permitted by law.  The Company
will require, as a condition to including any Bain Shares or KKR Shares, as
applicable, in any registration statement filed in accordance with this
Agreement, that the Company shall have received an undertaking reasonably
satisfactory to it from the prospective seller of such Bain Shares or KKR
Shares or any underwriter to indemnify and hold harmless (in the same manner
and to the same extent as set forth in clause (vii)(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


 


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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 Bain Holder of Bain Shares or KKR Holder of KKR Shares hereunder be
greater in amount than the dollar amount of the proceeds received by such Bain
Holder or KKR Holder, as applciable, upon the sale of the securities under such
registration statement giving rise to such indemnification obligation.


 


(C)           In
the event the Company’s indemnification hereunder is unenforceable or otherwise
unavailable to an indemnified holder for any reason, the Company also agrees to
make such provisions, as are reasonably requested by the Indemnified Party, for
contribution to such party.  The
indemnification and contribution provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Party and shall survive the transfer of securities.


 


(D)          Indemnification
similar to that specified in the preceding provisions of this clause (vii) (with
appropriate modifications) shall be given by the Company and each seller of
Bain Shares and KKR Shares 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.  The obligations of the parties under this
clause (vii) shall be in addition to any liability which any party may
otherwise have to any other party.  To
the extent that any Bain Holder or KKR Holder has any additional rights to
indemnification in connection with any proposed Public Offering, each other
Bain Holder and KKR Holder participating in such Public Offering shall be
entitled to their pro rata share of such additional rights, if any.


 


(c)           Exempt Transaction Defined.  As used herein, the term “Exempt Transaction”
shall mean (i) sales by a KKR Holder to any KKR Affiliates (other than the
Company or any of its subsidiaries), (ii) sales by a KKR Holder pursuant
to Rule 144 (or any successor provision) under the Securities Act to a
Person who is not a KKR Affiliate, (iii) transfers by a KKR Holder to its
partners or members (and any subsequent sales by such partners or members) in
the form of dividends or distributions (whether upon liquidation or otherwise),
or (iv) sales by a KKR Holder made in a Public Offering; provided
that in the case of clauses (i) and (iii) above that such buyer or
member agrees in writing to be bound by the provisions of this Agreement, including
this paragraph (c).


 


3.             “Drag-Along”
Right with Respect to Bain Shares.  (a) 
In the event that the KKR Holders determine, during the term of this Agreement,
to transfer more than 50% of the KKR Shares to a Proposed Purchaser not
affiliated with the KKR Holders, other than in an Exempt Transaction (a “Drag-Along
Sale”), then upon the request of the KKR Holders, Bain and the other Bain
Holders (collectively, for purposes of this Section 3, “Bain”) will
transfer to such Proposed Purchaser at the same price and upon the same terms
and conditions as such transfer by the KKR Holders the number of Bain Shares
equaling the number derived by multiplying the total number of Bain Shares
owned by Bain by a fraction, the numerator of which is the total number of KKR
Shares that the KKR Holder has determined to transfer to such Proposed
Purchaser and the denominator of which is the total number of KKR Shares.  In the event that the


 


8





















 


KKR Holders have signed an
agreement (a “Transaction Agreement”), with respect to KKR Shares, to vote in
favor of or tender in connection with a business combination transaction
entered into by the Company, then, upon the request of the KKR Holders, Bain
will execute a Transaction Agreement with the same terms and conditions as the
Transaction Agreement signed by the KKR Holders (subject to clause (i) of
the third sentence of Section 3(b) below). In the event that both
Sections 2(a) and 3 hereto apply to a single transaction, the “drag-along”
rights set forth in this Section 3 will have priority over the “tag-along”
rights set forth in Section 2(a) above, and the “tag-along” rights
set forth in Section 2 will become exercisable by the Bain following a
determination by the KKR Holders not to exercise their rights under this Section 3.


 


(b)           Notice.  Prior to making any Drag-Along Sale, the KKR
Holders shall, if they determine in their sole discretion that Bain should
participate in such transfer, provide Bain written notice (the “Drag-Along Notice”)
not less than 5 business days prior to the proposed date of the Drag-Along Sale
(the “Drag-Along Sale Date”).  The
Drag-Along Notice shall set forth:  (i) the
name and address of the Proposed Purchaser; (ii) the number of shares of
Common Stock to be sold to the Proposed Purchaser, (iii) the proposed
amount and form of consideration to be paid per share of Common Stock and the
material terms and conditions of the transfer; (iv) the Drag-Along Sale
Date and the date upon which Bain shall deliver to the KKR Holders the
certificates representing the Bain Shares, duly endorsed, and the power of
attorney referred to below; and (v) that the Proposed Purchaser has been
informed of the Drag-Along Sale rights and has agreed to purchase the Bain
Shares held by Bain in accordance with the terms hereof.  Bain shall (i) prior to closing of any
such transfer, execute any purchase agreement or other documentation required
by the Proposed Purchaser to consummate the transfer, which purchase agreement
and other documentation shall be on terms substantially identical to those
executed by the KKR Holders and in form and substance reasonably satisfactory
to Bain (it being understood that Bain shall only be required to participate
severally on a pro rata basis (based on the number of shares of Common Stock to
be sold) in any indemnification or other obligations that the KKR Holder agrees
to provide in connection with such sale (other than any such obligations that
relate solely to a particular stockholder, such as indemnification with respect
to representations and warranties given by a stockholder regarding such
stockholder’s title to and ownership of Common Stock and authority to enter
into the agreement, in which case only such stockholder shall be liable), and (ii) at
the closing of any such transfer, deliver to the Proposed Purchaser the
certificate or certificates representing the Bain Shares, duly endorsed for
transfer with signatures guaranteed, against receipt of the purchase price
thereof.  Prior to entering into a Transaction
Agreement, the KKR Holders shall, if they determine in their sole discretion
that Bain should execute a Transaction Agreement, provide Bain with written
notice (the “Transaction Agreement Notice”) not less than 5 business days prior
to the proposed date of the execution of the Transaction Agreement (the “Transaction
Agreement Date”).  The Transaction
Agreement Notice shall set forth:  (i) the
name and address of the counter-parties to the Transaction Agreement; (ii) the
proposed form of Transaction Agreement; and (iii) the material terms and
conditions of the business combination with the Company to which the
Transaction Agreement relates.  Bain
shall, at the signing and closing of such Transaction Agreement, execute and
deliver all other documentation required by such Transaction Agreement, which
documents shall be on terms substantially identical to those executed by the
KKR Holder and in form and


 


9





















 


substance reasonably satisfactory to Bain
(subject to clause (i) of the third sentence of this Section 3(b)).


 


(c)           Conditions.  Bain’s obligations under this Section 3
to participate in any Drag-Along Sale are subject to the satisfaction of the
following conditions: (i) upon the consummation of the Drag-Along Sale,
Bain shall be entitled to receive the same form and amount of consideration
with respect to each share of each class of Company securities to be sold by
Bain in such Drag-Along Sale as received by each other KKR Holder holding such
class of Company securities, and (ii) if any KKR Holder holding a class of
Company securities held by Bain is given an option as to the form and amount of
consideration to be received, Bain shall be given the same option.


 


(d)           Effect of Drag-Along Sale.  If Bain receives its proportionate share of
the purchase price from a Drag-Along Sale, but have failed to deliver
certificates representing its shares of Common Stock as described in this Section 3,
they shall for all purposes be deemed no longer to be stockholders of the
Company, shall have no voting rights, shall not be entitled to any dividends or
other distributions with respect to the Common Stock held by them, and shall
have no other rights or privileges granted to stockholders under law or this
Agreement, in each case solely with respect to the shares of Common Stock
required to be transferred by Bain in such Drag-Along Sale pursuant to this Section 3.


 


4.             Preemptive
Rights on Certain Issuances. (a)  If at any time the Company proposes
to sell or issue to the KKR Holders, or any of their Affiliates, for cash any
shares of Common Stock, any shares of any other class of common stock,
preferred stock or other equity securities (collectively, “Equity Securities”),
any other class of debt or equity securities of the Company convertible into,
or exchangeable or exercisable for, Equity Securities, any options, warrants or
other rights to acquire Equity Securities, or any notes, debt securities, or
other indebtedness of the Company (collectively, “Company Interests”), the Company
shall grant to Bain the right to purchase (which right to purchase shall be
assignable by Bain to any Bain Holder who is a party to this Agreement) at the
same price and upon the same terms and conditions as such sale or issuance to
the KKR Holders or such Affiliates the number of Company Interests equaling the
number derived by multiplying the total number of such Company Interests
proposed to be sold or issued to the KKR Holders or such Affiliates by a
fraction, the numerator of which is the number of Bain Shares held by Bain and
the other Bain Holders and the denominator of which is the aggregate number of
outstanding shares of Common Stock held by the Bain Holders and the KKR Holders
(the “Allocated Company Interests”).  The
purchase right provided in this Section 4(a) (the “Purchase Right”)
shall apply at the time of issuance of any right, warrant or option or
convertible or exchangeable security and there shall be no additional Purchase
Right upon the conversion, exchange or exercise of any such security.


 


(b)           The Company shall give written notice of a proposed issuance
or sale described in Section 4(a) to Bain not less than 10 business
days prior to the proposed issuance or sale. 
Such notice (the “Issuance Notice”) shall set forth the material terms
and conditions of such proposed sale or issuance and the number of Company
Interests proposed to be sold or issued. 
At any time during the 10-day period following the receipt of an
Issuance Notice, Bain


 


10





















 


shall have the right to irrevocably elect to
purchase all or a portion of the number of the Allocated Company Interests as
determined pursuant to, and in accordance with, Section 4(a) and upon
the other terms and conditions specified in the Issuance Notice by delivering a
written notice to the Company.  Except as
provided in the following sentence, such purchase shall be consummated
concurrently with the consummation of the issuance or sale described in the Issuance
Notice.  The closing of any purchase by
Bain may be extended beyond the closing of the transaction described in the
Issuance Notice to the extent necessary to obtain required governmental
approvals and other required approvals and the Company and Bain shall each use
its commercially reasonable efforts to obtain such approvals.


 


(c)           If Bain fails to exercise fully the Purchase Right within
the period described above, the Company shall be free to complete the proposed
issuance or sale of the Company Interests described in the Issuance Notice to
the KKR Holders with respect to which Bain failed to exercise the option set
forth in this Section 4 on terms no less favorable to the Company than
those set forth in the Issuance Notice (except that the amount of securities to
be issued or sold by the Company may be reduced) within 90 days following the
expiration of such period.  Any
securities offered or sold by the Company after such 90-day period must be
re-offered to Bain pursuant to the terms of this paragraph.


 


5.                                       Other
Rights.  (a)  Election of Director.


 


(i)            From and after the date of this
Agreement and until the provisions of this Section 5(a) cease to be
effective, each KKR Holder and each Bain Holder shall vote all shares of Common
Stock and any other voting securities of the Company over which such holder has
voting control and shall take all other necessary or desirable actions within
such holder’s control (whether in such holder’s capacity as a stockholder,
director, member of a board committee, officer of the Company or otherwise, and
including, without limitation, attendance at meetings in person or by proxy for
purposes of obtaining a quorum and execution of written consents in lieu of
meetings), and the Company shall take all necessary or desirable actions within
its control (including nominating directors, and calling special Board and
stockholder meetings), in order to give effect to the provisions of this Section 5(a).


 


(ii)           So long as Bain and its Affiliates own in the aggregate at
least 10% of the outstanding shares of Common Stock or at least 50% of the
shares of Common Stock held by Bain and its Affiliates at the effective time of
the Merger (as appropriately adjusted for stock splits, reverse stock splits,
recapitalization and similar transactions), then one representative designated
by Bain who is reasonably acceptable to the Company and the KKR Holders (it
being understood that any executive of Bain or its Affiliates will be
considered reasonably acceptable) shall be elected to the Board (the “Bain
Director”).  So long as Bain is entitled
to nominate a director pursuant to the preceding sentence, each Bain Holder
shall vote all Bain Shares in favor of any director for election to the Board
that is nominated by or on behalf of KKR.


 


(iii)          So long as Bain is entitled to nominate a director pursuant
to the preceding paragraph, and only prior to the initial Public Offering, Bain
shall also be entitled to have the Bain Director serve on the board of
directors (or comparable governing body) of each of the Company’s direct or
indirect subsidiaries where a KKR designee also serves, and to serve as a


 


11





















 


member of any executive, compensation or
other committee of the Board or any subsidiary board where a KKR designee also
serves.  All rights pursuant to this
clause (iii) shall automatically terminate upon an initial Public
Offering.


 


(iv)          The Bain Director will be removed from the Board or a
subsidiary board or a committee thereof, with or without cause, at the written
request of Bain, but only upon such written notice and under no other
circumstances.  In the event of such
removal, or if the Bain Director dies, resigns, or otherwise ceases to serve
for any reason, Bain will have the right to designate another Bain Director to
fill such vacancy in accordance with clause (ii) above.


 


(b)           Information Rights.  During the period of time when Bain is
entitled to nominate a director pursuant to the terms of Section 5(a) above,
the Company will provide to the Bain internal Board materials and Board books
and any other financial or other information or materials concerning the
Company and its subsidiaries distributed to the members of the Board or to any
other stockholder of the Company, subject to Bain entering into customary
confidentiality agreements with respect to such materials.  If Bain is not entitled to so nominate a
director and there has not occurred a Public Offering, Bain shall be entitled
to quarterly management or similar reports (subject to customary confidentiality
arrangements), including quarterly and annual financial statements and budgets
for the Company and its subsidiaries, for so long as Bain and its Affiliates
hold at least 10% of the shares of Common Stock held by Bain at the effective
time of the Merger (as appropriately adjusted for stock splits, reverse stock
splits, recapitalization and similar transactions).


 


(c)           Confidentiality.  The Bain Holders and the KKR Holders each
agree to hold any information not generally available to the public concerning
the Company that it receives pursuant to its rights under this Agreement or
otherwise in its capacity as a stockholder or director in strict confidence and
agrees not to disclose such information to any party (other than to its
employees, partners, members, attorneys, accountants, advisors, and other
representatives (and in the case of Bain, to the other Bain Holders), or as
required by applicable law or court order). In addition, the Bain Holders and
the KKR Holders each agree not to purchase any equity or debt securities of the
Company unless such purchase complies with the Securities Act and the rules and
regulations thereunder and the state securities laws of any applicable state.


 


(d)           Minority
Protections.  For so long as Bain is
entitled to information rights pursuant to either sentence of Section 5(b),
without the prior written consent of Bain, the Company will not, and will not
permit any of its subsidiaries to, enter into, make or modify any transaction,
contract or agreement with the KKR Holders or any of their Affiliates (an “Affiliate
Transaction”) unless such Affiliate Transaction is on terms that are not
materially less favorable to the Company or its relevant subsidiary than those
that would have been obtained in a comparable transaction with an unrelated
Person on an arm’s-length basis; provided, that the term “Affiliate
Transaction” shall not include this Agreement or the monitoring letter
agreement dated as of the date hereof between the company and Kohlberg Kravis
Roberts & Co. L.P. (as the terms of such agreement are in effect as of
the date hereof).  The Company and the
KKR Holders agree that, without the prior written consent of Bain, the Company
will not make any amendment to its certificate of incorporation that would
result in the Bain Holders and the KKR Holders


 


12





















 


ceasing to hold the
identical class of Common Stock, or that would change any of the terms,
conditions, rights, or preferences of the Bain Shares in any manner different
from the terms, conditions, rights, and preferences of the KKR Shares.


 


6.             Transfer.  (a)  Subject to the remainder of this Section 6(a) and
Section 2(b), Bain and the Bain Holders (collectively, for purposes of
this Section 6, “Bain”) may transfer, sell, assign, pledge, hypothecate or
otherwise dispose of (“Transfer”) any of its shares of Common Stock; provided
that Bain may Transfer its shares of Common Stock in a Private Sale only (i) pursuant
to the tag-along or drag-along rights under Sections 2 and 3 hereof, (ii) in
a transfer to any Affiliate of Bain, (iii) in a sale to the public
pursuant to Rule 144 (or any successor provision) under the Securities Act
after a Public Offering, (iv) in a transfer to its partners or members in
the form of dividends or distributions (whether upon liquidation or otherwise),
or (v) in a sale to any other transferee (which transferee under clause (v) must
be acceptable to the KKR Investor if such transfer either (A) occurs prior
to the initial Public Offering or (B) would, immediately after such
Transfer, result in any Person or group of related Persons not Affiliates of
Bain owning, in the aggregate, greater than 9.9% of the Company’s outstanding
Common Stock).  In the case of a transfer
pursuant to clause (iv) above prior to the initial Public Offering or pursuant
to clauses (ii) or (v) above at any time, the transferee thereof will
agree in writing reasonably satisfactory to the KKR Investor and the Company to
be bound by the provisions of this Agreement. 
No Transfer may be permitted if, as a result of such Transfer, the
Company would become subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


(b)           Bain agrees not to offer or Transfer any of its shares of
Common Stock unless such offer or Transfer complies with the Securities Act and
the rules and regulations thereunder and the state securities laws of any
applicable state.


 


(c)           Notwithstanding anything to the contrary set forth in this
Agreement, no transferee of Bain will acquire any rights under Section 5(a) of
this Agreement.


 


(d)           Any
transfer by the stockholders of a Bain Holder of any interests in such Bain
Holder shall be deemed to be a transfer of a proportionate number of the Bain
Shares held by such Bain Holder.


 


7.             Miscellaneous.  (a)  Non Competition.  (i)  Each of the KKR Investor and Bain
agrees on their own behalf and on behalf of their respective affiliated private
equity investment funds (which shall not include any Affiliate that invests
primarily in debt securities or in publicly traded securities and which
Affiliate does not receive confidential information concerning the Company
pursuant to Section 5(b) above) that during the Noncompete Period (as
defined below), such Person shall not, directly or indirectly, own or acquire
any equity ownership or profit participation interest (other than an ownership
position of less than 10% in any company whose shares of stock are publicly
traded) in any business which derives either (i) more than 35% of its
annual consolidated revenues or (ii) more than $100 million of annual
consolidated revenues (calculated as of the end of the most recent fiscal
year), from the provision of outsourced manufacturing services to the medical
device industry (other than the assembly or manufacture of electronic
components or equipment); provided, that a Person may acquire a


 


13





















 


corporation or other entity
that exceeds the revenue test in clause (ii) but not clause (i), so long
as such Person shall within six months after the consummation of such
transaction divest a portion of the business of such corporation or other
entity such that the pro forma annual consolidated revenues after giving effect
to such acquisition would be less than $100 million.  Notwithstanding anything in this Section 7
to the contrary, each of the KKR Investor and Bain and their respective
affiliated investment funds may continue to directly or indirectly own
interests in any business currently held by such Person (regardless of the
amount of such Person’s current investment in such business), including making
additional investments in such business. 
“Noncompete Period” with respect to any Person shall mean the date
hereof through the earlier of (A) the first date on which such Person both
(x) owns less than 10% of the outstanding common stock of the Company and (y)
no longer has the right (or has validly and irrevocably waived the right) to
nominate a director for election to the Board of the Company pursuant to this
Agreement and (B) the date that is six months after such Person no longer
has the right (or has validly and irrevocably waived the right) to nominate a
director for election to the Board of the Company pursuant to this Agreement.


 


(i)            Notwithstanding paragraph (i) above,
if at any time a court holds that the restrictions stated in such paragraph (i) are
unreasonable or otherwise unenforceable under circumstances then existing, the
parties hereto agree that the maximum period, scope or geographic area determined
to be reasonable under such circumstances by such court will be substituted for
the stated period, scope or area.


 


(c)           Representation and Warranty.  As of the date hereof, Bain owns, of record
or beneficially, no shares of Common Stock or securities convertible or
exchangeable for shares of Common Stock, other than the Bain Shares subject to
this Agreement.


 


(d)           Assignment, Binding Effect,
Subsequent Agreement.  This Agreement shall not be assignable by the
parties hereto, except to any Person who in connection with a transfer of KKR
Shares or Bain Shares is required by this Agreement, in connection with such
transfer, to agree to be bound by the provisions of this Agreement.  Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, heirs, legatees, successors and permitted
assigns.  In the event that prior to an
initial Public Offering there is an initial public offering of common stock of
a subsidiary of the Company, the Bain Holders and the KKR Holders agree to
enter into an agreement with respect to any shares of common stock held by such
Bain Holders and KKR Holders in such subsidiary, such agreement having the same
terms, mutatis mutandis, as the
terms of this Agreement.


 


(e)           Costs and Expenses.  The Company will pay or cause to be paid all
reasonable out-of-pocket costs and expenses of any Bain Holder (including the
reasonable fees and disbursements of legal counsel) arising in connection with
the preparation, execution, and administration of this Agreement, including,
without limitation:


 


(i)            reasonable out-of-pocket fees
and expenses incurred by the Bain Holders (including the fees and disbursements
of one legal counsel acting on behalf of the Bain Holders) in connection with
any underwritten registration pursuant to Section 2(b) above;


 


14





















 


(ii)           reasonable travel and other out-of-pocket expenses incurred
by Bain or the Bain Director in connection with participation in meetings of
the Board or any subsidiary board or any committee thereof;


 


(iii)          all out-of-pocket expenses incurred by Bain in connection
with the maintenance of its books and records, preparation of tax returns and
delivery of tax information to their partners and members relating to the Bain
Shares;


 


(iv)          any filing with any governmental agency with respect to any
Bain Holder’s investment in the Company or any other filing with any
governmental agency with respect to the Company or its subsidiaries that
mentions a Bain Holder; and


 


(v)           any amendments or waivers (whether or not the same become
effective) under or in respect of this Agreement.


 


The Company agrees to indemnify and hold
harmless the Bain Holders from and against any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys’
fees, expenses and disbursements of any kind which may be imposed upon,
incurred by or asserted against them in any manner relating to or arising out
of any litigation to which such Bain Holder is made a party in its capacity as
a stockholder or owner of securities of the Company.  The Bain Holders shall also be entitled to
any additional indemnification protections given by the Company to any KKR
Holder in its capacity as a stockholder of the Company.


 


(f)            Amendments.  The provision of this Agreement, including
the provisions of this sentence, may be amended, modified or supplemented only
by a written instrument executed by (i) holders of at least a majority of
the KKR Shares, (ii) holders of at least a majority of the Bain Shares and
(iii) the Company.


 


(g)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.  Each of the parties hereto agrees to submit
to the jurisdiction of the state and federal courts within the City of New York
in any action or proceeding arising out of or relating to this Agreement.


 


(h)           Interpretation.  The headings of the sections contained in
this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not affect the meaning or interpretation of
this Agreement.


 


(i)            Notices.  All notices and other communications required
or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given if delivered personally or by telecopy or seven days
after having been sent by certified mail, return receipt requested, postage
prepaid, to the parties to this Agreement at the following address or to such
other address as any party to this Agreement shall specify by notice to the
other parties:


 


(1)                                  If
to the KKR Investor or a KKR Holder, to it in care of:


 


15





















 


Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200 

Menlo Park, CA 94025

Attention:  Michael W. Michelson


 


with a copy to:


 


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:  Sean D. Rodgers


 


(2)                                  If
to Bain or any Bain Holder, to it in care of:

Bain Capital Partners LLC


 


111 Huntington Avenue


Boston, MA 02199

Attention:  Steve Barnes


 


with a copy to:


 


Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601


	
  Attention:

  	
  Matthew E. Steinmetz, P.C.

  
	
   

  	
  Jeffrey W. Richards

  



 


(3)                                  If
to the Company, to it in care of:


 


Accellent Inc. 

200 West 7th Avenue 

Collegeville, PA 19426-0992

Attention:  Ron Sparks


 


with a copy to:


 


Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200 

Menlo Park, CA 94025

Attention:  Michael W. Michelson


 


and


 


16





















 


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:  Sean D. Rodgers


 


(j)            Waiver and Consent.  No action taken pursuant to this Agreement,
including, without limitation, any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or agreements
contained herein.  The waiver by any
party hereto of a breach of any provision of this Agreement shall not operate
or be construed as waiver of any preceding or succeeding breach and no failure
by any party to exercise any right or privilege hereunder shall be deemed a
waiver of such party’s rights or privileges hereunder or shall be deemed a
waiver of such party’s rights to exercise the same at any subsequent time or
times hereunder.  Each party hereto, in
addition to being entitled to exercise all rights provided herein, in the
charter or granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement.  Each party hereto agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.


 


(k)           Inspection.  Copies of this Agreement will be available
for inspection or copying by any party at the offices of the Company through
the Secretary of the Company.


 


(l)            Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to constitute one and the same agreement.


 


(m)          Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


(n)           Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the rights of the Minority Investors herein.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matters.


 


(o)           Limited Liability.  Notwithstanding anything that may be
expressed or implied in this Agreement, each KKR Holder and Bain, by its
acceptance of the benefits of this Agreement, covenants, agrees and
acknowledges that no recourse under this Agreement or any documents or
instruments delivered in connection with this Agreement shall be had against
any officer, agent or employee of any KKR Holder or Bain, against any partner
or member of any KKR Holder or Bain or any director, officer, employee,
partner, member, affiliate or assignee of any of the foregoing, whether by the
enforcement of any assessment or by any legal or equitable


 


17





















 


proceeding, or by virtue of any statute,
regulation or other applicable law, it being expressly agreed and acknowledged
that no personal liability whatsoever shall attach to, be imposed on or
otherwise be incurred by an officer, agent or employee of any KKR Holder or
Bain or any partner or member of any KKR Holder or Bain or any director,
officer, employee, partner, member, affiliate or assignee of any of the
foregoing, as such for any obligations of any KKR Holder or Bain under this
Agreement or any documents or instruments delivered in connection with this
Agreement or for any claim based on, in respect of or by reason of such
obligations or their creation.


 


[signature page follows]


 


18





















 


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


 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BAIN CAPITAL INTEGRAL INVESTORS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By Bain
  Capital Investors, LLC

  
	
   

  	
  Its
  administrative member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Connaughton

  	
   

  
	
   

  	
   

  	
  Name: John
  Connaughton

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BCIP TCV LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By Bain
  Capital Investors, LLC

  
	
   

  	
  Its
  administrative member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Connaughton

  	
   

  
	
   

  	
   

  	
  Name: John
  Connaughton

  
	
   

  	
   

  	
  Title:
  Managing Director