STOCK SUBSCRIPTION AGREEMENT
STOCK SUBSCRIPTION AGREEMENT dated as of November 16, 2005 (this “Agreement”) between Bain Capital Integral Investors, LLC (the “Buyer”) and Accellent Holdings Corp., a Delaware corporation (“Holdco”).
WHEREAS, Accellent Acquisition Corp. (“AAC”), a Delaware corporation and indirect wholly-owned subsidiary of Holdco, and Accellent Inc., a Maryland corporation (“Accellent”), entered into an Agreement and Plan of Merger, dated October 7, 2005, as amended (the “Merger Agreement”), pursuant to which Accellent Merger Sub Inc., a Maryland corporation and wholly-owned subsidiary of AAC, will merge with and into Accellent (the “Merger”) with Accellent continuing as the surviving corporation.
WHEREAS, all of the issued and outstanding common stock, par value $0.01 per share, of Holdco (the “Common Stock”) will be owned immediately before the Closing by Accellent Holdings LLC, a Delaware limited liability company (“Holdings LLC”).
WHEREAS, KKR Millennium Fund L.P. and KKR Partners III, L.P., each of which is an affiliate of Kohlberg Kravis Roberts & Co. L.P. (collectively, the “KKR Partnerships”), own 100% of the membership interests of Holdings LLC.
WHEREAS, Holdco desires to issue, and Buyer desires to purchase, newly issued shares of Common Stock, subject to the terms and conditions of this Agreement.
WHEREAS, at or before the effective time of the Merger, Holdings LLC, Holdco and Buyer will enter into a Stockholders Agreement (the “Stockholders Agreement”) in the form attached hereto, setting forth certain agreements with respect to Holdco.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
PURCHASE AND SALE
Section 1.1 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, Holdco agrees to issue and sell to Buyer, and Buyer agrees to purchase from Holdco, the number of shares of newly issued Common Stock (collectively, the “Purchase Stock”) equal to one-third the number of shares of newly issued Common Stock held by Holdings LLC immediately before the Closing. The purchase price for the Purchase Stock is the same per share price paid by Holdings LLC for shares of newly issued Common Stock immediately prior to the Closing and the aggregate purchase price for all the Purchase Stock is