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EXHIBIT 4.8
AMENDED AND RESTATED
AGREEMENT RELATING TO SHELDAHL
This Amended and Restated Agreement Relating to Sheldahl ("Agreement"),
dated as of November 10, 2000, by and between Sheldahl, Inc., a Minnesota
corporation ("Sheldahl"), and Molex Incorporated, a Delaware corporation
("Molex").
PRELIMINARY STATEMENT
Sheldahl and Molex entered into an Agreement Relating to Sheldahl dated
as of November 18, 1998 (the "Original Sheldahl Agreement").
Under the terms of an Agreement and Plan of Merger, dated the dated
hereof, among Sheldahl, IFT West Acquisition Company ("IFT"), a Delaware
corporation and wholly-owned subsidiary of Sheldahl, International Flex
Holdings, Inc., a Delaware corporation ("IFH"), and the stockholders of IFH (the
"Merger Agreement"), Sheldahl has proposed to issue shares of its common stock,
par value $.25 per share ("Sheldahl Common Stock"), to the stockholders of IFH
in exchange for all outstanding equity securities of IFH.
Under the terms of a Stock Purchase Agreement, dated the date hereof,
among Sheldahl and the purchasers listed on Exhibit A thereto (the "Stock
Purchase Agreement"), Sheldahl has proposed to issue shares of Sheldahl Common
Stock and its Series G Convertible Preferred Stock ("Series G Preferred Stock")
to the purchasers party thereto.
Under the terms of a Subordinated Notes and Warrant Purchase Agreement,
dated the date hereof, among Sheldahl and the purchasers listed on Exhibit A
thereto (the "Subordinated Debt Agreement"), Sheldahl has proposed to issue
subordinated notes and warrants to purchase shares of Sheldahl Common Stock
("Warrants") to the purchasers party thereto.
As an inducement to the foregoing transactions, the parties hereto
desire to amend and restate in its entirety the Sheldahl Agreement as set forth
below.
NOW THEREFORE, the parties hereto agree that effective as of the
Effective Time (as such term is defined in the Merger Agreement), the Sheldahl
Agreement shall, without any further action by any party, be amended as follows:
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SECTION 1
RIGHT OF FIRST REFUSAL
1.1 Definitions
"Acquisition" shall mean shall mean (i) a transaction
including a merger, consolidation, acquisition, financing transaction, tender
offer or exchange offer involving Sheldahl (other than transactions solely
between Sheldahl and its wholly-owned subsidiaries or between Sheldahl and
Molex) following which any person (as such term is used in Rule 13d-5 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), or group (as such term is defined in Section 13(d) of
the 1934 Act) becomes or would become the "Beneficial Owner" (as such term is
defined in Rule 13d-3 of the 1934 Act) of (x) a majority of the Sheldahl Common
Stock, or (y) securities representing a majority of the combined voting power of
all Voting Securities of Sheldahl, or following which persons who were
Beneficial Owners of the Sheldahl Common Stock and Voting Securities of Sheldahl
immediately before such transaction do not, after such transaction, beneficially
own, directly or indirectly, a majority of the issued and outstanding shares of
Sheldahl Common Stock and combined voting power of the Voting Securities of
Sheldahl or (ii) the disposition, by sale, lease, exchange, contribution or
otherwise, of all or substantially all of the assets of Sheldahl. Anything
herein to the contrary notwithstanding, the execution, delivery or performance
under the Merger Agreement, the Stock Purchase Agreement and the Subordinated
Debt Agreement will not constitute an Acquisition, as that term is used herein.
"Voting Securities" shall mean securities issued by Sheldahl
entitled to vote in the election of directors of Sheldahl.
"Convertible Securities" shall mean equity securities or debt
securities convertible into, or exercisable or exchangeable for, shares of
Sheldahl Common Stock, including options and warrants.
"Identified Party" shall mean (i) any of the parties listed on
Schedule I, (ii) any person (as such term is used in Rule 13d-5 of the rules
promulgated by the Securities and Exchange Commission under the 1934 Act, group
(as such term is defined in Section 13(d) of the 1934 Act) or affiliate or
associate (as such terms are defined in Section 302A.011, subdivisions 43 and
45, respectively, of the Minnesota Business Corporation Act) of any party listed
on Schedule I; and (iii) any acquiror of, or successor-in-interest to, any
person set forth in (i) above.
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1.2 In the event the Board of Directors of Sheldahl receives a bona
fide offer (which the Board of Directors of Sheldahl is willing to accept) from
an Identified Party for an Acquisition, Sheldahl will advise Molex in writing of
the terms and conditions of such offer (the "Notice").
1.3 Molex shall, within ten (10) business days following its receipt of
the Notice, advise Sheldahl in writing whether it is willing to consummate the
Acquisition with Sheldahl upon substantially the same terms and conditions
described in the Notice (but in any event on terms not less favorable to
Sheldahl than those described in the Notice), and shall provide Sheldahl
evidence of its ability to finance the Acquisition.
1.4 If Molex advises Sheldahl that it is willing to consummate the
Acquisition with Sheldahl upon substantially the same terms and conditions
described in the Notice (but in any event on terms not less favorable than those
described in the Notice), Sheldahl and Molex shall, subject to the fiduciary
duties of the Board of Directors of Sheldahl determined in consultation with
Sheldahl's counsel, proceed in good faith to execute a definitive agreement with
respect to the Acquisition within forty-five (45) business days after it advises
Sheldahl that it is willing to consummate the Acquisition and consummate the
Acquisition within ninety (90) days of the date on which Molex advised Sheldahl
that it was willing to consummate the Acquisition upon substantially the same
terms and conditions described in the Notice.
1.5 If Molex advises Sheldahl that it is not willing to consummate the
Acquisition with Sheldahl upon substantially the same terms and conditions
described in the Notice, or fails to advise Sheldahl of its intentions within
the 10-business day period referred to in Section 1.3 above, or Molex fails to
execute a definitive agreement with respect to the Acquisition within the
45-business day period referred to in Section 1.4 above or Molex fails to
proceed in good faith to consummate the Acquisition within the 90-day period
referred to in Section 1.4 above, Sheldahl shall be free to consummate an
Acquisition with the Identified Party upon terms and conditions that are not
more favorable to the Identified Party than those described in the Notice.
1.6 If Sheldahl wishes to solicit interests for an Acquisition by any
Identified Party, Sheldahl shall advise Molex in writing of the terms and
conditions upon which it is willing to consummate the Acquisition ("Sheldahl
Notice").
1.7 Molex shall, within ten (10) business days following its receipt of
the Sheldahl Notice, advise Sheldahl in writing whether it is willing to
consummate an
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Acquisition with Sheldahl upon substantially the same terms and conditions
described in the Sheldahl Notice (but in any event on terms not less favorable
to Sheldahl than those described in the Sheldahl Notice) and shall provide
Sheldahl with evidence of its ability to finance the Acquisition.
1.8 If Molex advises Sheldahl that it is willing to consummate an
Acquisition with Sheldahl upon substantially the same terms and conditions
described in the Sheldahl Notice (but in any event on terms not less favorable
to Sheldahl than those described in the Sheldahl Notice), Sheldahl and Molex
shall, subject to the fiduciary duties of the Board of Directors of Sheldahl
determined in consultation with Sheldahl's counsel, proceed in good faith to
execute a definitive agreement with respect to the Acquisition within forty-five
(45) business days after it advises Sheldahl that it is willing to consummate
the Acquisition and to consummate the Acquisition within ninety (90) days of the
date on which Molex advised Sheldahl that it was willing to consummate the
Acquisition upon substantially the same terms and conditions described in the
Sheldahl Notice.
1.9 Subject to Sections 1.2, 1.3, 1.4 and 1.5, if Molex advises
Sheldahl that it is not willing to consummate the Acquisition with Sheldahl upon
substantially the same terms and conditions described in the Sheldahl Notice, or
fails to advise Sheldahl of its intentions within the 10-business day period
referred to in Section 1.7 above, or Molex fails to execute a definitive
agreement with respect to the Acquisition within the 45-business day period
referred to in Section 1.8 above or Molex fails to proceed in good faith to
consummate the Acquisition within the 90-day period referred to in Section 1.8
above, Sheldahl shall be free to solicit for and consummate the Acquisition with
an Identified Party upon terms and conditions that are not more favorable to an
Identified Party than those described in the Sheldahl Notice, subject to the
terms of Section 1.11.
1.10 In the event any Identified Party advises Sheldahl, after the date
Molex receives a Notice or a Sheldahl Notice, as the case may be, that such
Identified Party is willing to enter into an Acquisition with Sheldahl on terms
and conditions at least as favorable to Sheldahl as those described in the
Notice or the Sheldahl Notice (the "Second Offer"), Sheldahl shall provide Molex
with a written notice that sets forth the terms and conditions of such Second
Offer and the identity of the Identified Party (the "Second Notice"). Following
receipt of the Second Notice, Molex shall, within five (5) business days
(provided such date is at least 30 days after the date of the Notice or the
Sheldahl Notice, as the case may be) advise Sheldahl in writing whether it is
willing to consummate an Acquisition with Sheldahl upon substantially the same
terms and conditions described in the Second Notice (but in any event on terms
not less favorable
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to Sheldahl than those described in the Second Notice) and shall provide
Sheldahl with evidence of its ability to finance the Acquisition. If Molex
advises Sheldahl that it is willing to consummate the Acquisition with Sheldahl
upon substantially the same terms and conditions described in the Second Notice
(but in any event on terms not less favorable to Sheldahl than those described
in the Second Notice), Sheldahl and Molex shall, subject to the fiduciary duties
of the Board of Directors of Sheldahl determined in consultation with Sheldahl's
counsel, proceed in good faith to consummate the Acquisition within ninety (90)
days of the date on which Molex advised Sheldahl that it was willing to
consummate the Acquisition upon substantially the same terms and conditions of
the Second Notice. If Molex advises Sheldahl that it is not willing to
consummate the Acquisition upon substantially the same terms and conditions of
the Second Notice, or fails to advise Sheldahl of its intentions within the five
(5) business day period referred to in this section, or Molex fails to proceed
in good faith to consummate the Acquisition within ninety (90) days, Sheldahl
shall be free to consummate the Acquisition with the Identified Party identified
in the Second Notice upon terms and conditions that are not more favorable to
the Identified Party than those described in the Second Notice.
1.11 If Sheldahl shall receive offers from (i) any Identified Party as
provided in Section 1.9; or (ii) any Identified Party subsequent to the date of
the Second Offer that are more favorable to Sheldahl or its shareholders than
the Second Offer, Sheldahl shall advise Molex in writing of the terms and
conditions of such additional offers prior to accepting any such further offer
and, with respect to clause (i) above, Molex shall receive such notice at least
five business days prior to Sheldahl accepting any such offer. However, in light
of the fiduciary duties of the Board of Directors of Sheldahl in such a
situation, Sheldahl shall be free to accept that offer which the Board of
Directors of Sheldahl determines is most favorable to Sheldahl or its
shareholders. Sheldahl's decision as to which party's terms are most favorable
shall be final and binding.
1.12 If the Acquisition contemplates payment of consideration
(including any tax deferral benefits and other non-cash items) to Sheldahl or
its shareholders other than cash, and Molex is not able to pay or deliver to
Sheldahl or its shareholders the same form of non-cash consideration, Molex
shall, in its notice to Sheldahl to express its intention to consummate an
Acquisition, set forth in detail the form of consideration Molex is offering in
the Acquisition (the "Substitute Consideration"). Such Substitute Consideration
shall be substantially equivalent in value from a financial point of view to
Sheldahl or its shareholders when compared to the original consideration offered
to Sheldahl by a third party or solicited by Sheldahl from a third party, as the
case may be. If Molex and Sheldahl disagree whether the Substitute Consideration
offered by Molex
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is "substantially equivalent in value from a financial point of view," the final
determination shall be made by a reputable investment bank mutually acceptable
to Sheldahl and Molex which has not performed services for either Sheldahl or
Molex in the past twelve (12) months, which determination shall be binding upon
Molex and Sheldahl; provided, however, that the Board of Directors of Sheldahl,
after consultation with its counsel, shall be satisfied in good faith that it
has fulfilled its fiduciary duties by accepting the determination of the
investment bank. In the event it is determined that Molex's Substitute
Consideration is not "substantially equivalent in value from a financial point
of view," Sheldahl shall provide written notice to Molex reasonably describing
such deficiency (the "Deficiency Notice"), in which event Molex may provide a
modified offer providing Substitute Consideration which is "substantially
equivalent in value from a financial point of view" in writing within five (5)
business days of Sheldahl's Deficiency Notice. In the event Molex does not
provide the modified offer as provided above within the time period provided
above, Sheldahl shall be entitled to accept the third party offer free of any
rights of Molex under this Agreement.
1.13 Notwithstanding any other provision contained in this Agreement,
Molex's rights under this Section 1 shall be terminated on the earlier of (a)
the date which is the thirty (30) month anniversary of the Effective Date; or
(b) the date on which Molex and Sheldahl execute a mutually acceptable supply
and technology agreement (Molex and Sheldahl acknowledge and agree that nothing
contained in this Agreement shall require Molex and Sheldahl to enter into to
such supply and technology agreement).
1.14 So long as Sheldahl shall have satisfied all of its obligations
under the Amended Supply Agreement, arising after the Effective Time, it shall
be a condition to Sheldahl's obligations under section 1 hereof that Molex have
satisfied all of its obligations under the Amended Supply Agreement arising
after the Effective Time. "Amended Supply Agreement" shall mean the Sheldahl and
Molex Agreement, dated January 2, 1997, between Sheldahl and Molex, as amended
as of the date hereof. "Effective Time" shall mean the Effective Time as defined
in the Merger Agreement.
SECTION 2
PREEMPTIVE RIGHTS
2.1 Preemptive Rights. If Sheldahl proposes to issue additional
Sheldahl Common Stock or Convertible Securities other than (i) grants of options
to acquire Sheldahl Common Stock under Sheldahl's employee and consultant
benefit plans
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adopted by Sheldahl and except for Sheldahl Common Stock issued upon exercise of
such options granted pursuant to such plans; (ii) shares of Sheldahl Common
Stock issued upon conversion of the (a) 15,000 shares of Series B Convertible
Preferred Stock; (b) 32,917 shares of Series D Convertible Preferred Stock; (c)
10,000 shares of Series E Convertible Preferred; (d) 7,000 shares of Series F
Convertible Preferred; and (e) 25,000 shares of Series G Convertible Preferred
of Sheldahl and upon payment of dividends with respect to such shares set forth
in clauses (a) through (e); (iii) shares of preferred stock, Sheldahl Common
Stock or rights of Sheldahl issued pursuant to Sheldahl's Rights Agreement dated
June 16, 1996 with Norwest Bank Minnesota, N.A., as amended (the "Rights
Agreement"); (iv) shares issued upon exercise of warrants outstanding (including
all warrants issued or to be issued with respect to the Series D Convertible
Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible
Preferred Stock) or issued pursuant to the Subordinated Debt Agreement; or (v)
shares issued pursuant to the transactions contemplated by the Merger Agreement
and the Stock Purchase Agreement, Sheldahl will give Molex written notice of its
intention to issue such Common Stock or Convertible Securities in a private or
public equity or debt offering. Molex shall have the right to purchase a portion
of such Sheldahl Common Stock or Convertible Securities in such number which
when combined with the Sheldahl Common Stock owned beneficially by Molex on the
effective date of issuance will equal the percentage of the issued and
outstanding Sheldahl Common Stock after such issuance which Molex beneficially
owned immediately prior to the issuance of such additional Sheldahl Common Stock
or Convertible Securities. Notwithstanding the foregoing, in no event shall (i)
Molex's ownership following any purchase under this Section 2.1 exceed 10% of
the issued and outstanding Sheldahl Common Stock (as determined pursuant to
Section 4.1); or (ii) Molex's Beneficial Ownership (as defined in the Rights
Agreement) following such purchase result in Molex being an "Acquiring Person"
(as defined in the Rights Agreement). Sheldahl covenants that it will amend the
Rights Agreement if necessary in a form reasonably acceptable to Molex to ensure
that the issuance of securities to Molex pursuant to the Subordinated Debt
Agreement will not result in Molex becoming an Acquiring Person (as such term is
defined the Rights Agreement) and will not cause the Rights Agreement to be
amended in such a manner as to cause Molex to be an Acquiring Person.
2.2 Exercise of Preemptive Rights. In order to exercise its purchase
rights hereunder, Molex must within ten (10) business days after receipt of
written notice from Sheldahl describing in reasonable detail the Sheldahl Common
Stock or Convertible Securities being offered, the purchase price thereof, the
payment and other terms and conditions thereof and Molex's percentage allotment,
deliver a written notice to Sheldahl describing its election hereunder.
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2.3 Expiration of Offering Period. Upon the expiration of the ten (10)
day period described above, Sheldahl shall be entitled to sell such Sheldahl
Common Stock or Convertible Securities which Molex has not elected to purchase
for a period of 90 days following such expiration on substantially the same
terms and conditions as those offered to Molex.
2.4 No Rights in Certain Transactions. Notwithstanding the foregoing
but subject to the following, Molex shall not be entitled to the preemptive
rights set forth in Section 2.1 above in connection with an issuance by Sheldahl
of Sheldahl Common Stock or Convertible Securities in an acquisition of assets
or the business of a third party where Sheldahl is the continuing or surviving
entity, but where such transaction is not an Acquisition, provided however,
Molex shall have the right to purchase a number of shares of Sheldahl Common
Stock necessary to allow Molex to beneficially own, after giving effect to such
transaction described in this Section 2.4, the lesser of (i) the percentage of
issued and outstanding Sheldahl Common Stock which Molex beneficially owned on
the date immediately prior to such transaction; or (ii) 5% of the issued and
outstanding Sheldahl Common Stock (as determined pursuant to Section 4.1). The
purchase price for such shares shall be at a price equivalent to the value of
the Sheldahl Common Stock received by the third party or shareholders of the
third party to such transaction. Molex shall exercise this right within ten (10)
business days after receipt of written notice from Sheldahl and, notwithstanding
clause (ii) in the first sentence of Section 4.1, this Agreement shall not
terminate in the event Molex has exercised such right prior to the termination
of such ten business day period. Notwithstanding clause (ii) in the first
sentence of Section 4.1, this Agreement shall not terminate in the event an
issuance of Sheldahl Common Stock or Convertible Securities resulting from an
event described in this Section 2.4 that causes Molex to beneficially own less
than five percent (5%) of the issued and outstanding Sheldahl Common Stock (a
"Termination Event") if either (i) Sheldahl provides Molex with the right to
purchase shares of Sheldahl Common Stock or Convertible Securities in an amount
necessary to allow Molex to beneficially own five percent (5%) of the issued and
outstanding Sheldahl Common Stock after such issuance and Molex exercises such
purchase rights within ten business days after receipt of written notice from
Sheldahl describing the stock or securities to be offered and the purchase price
thereof; or (ii) Molex purchases shares in the market to increase its beneficial
ownership of Sheldahl Common Stock to five percent (5%) or more within 90 days
of the Termination Event.
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SECTION 3
BOARD REPRESENTATION
3.1 Board Representation. At least fifteen (15) days prior to the
meeting of the Board of Directors of Sheldahl establishing the slate of
directors for the next scheduled Annual Meeting of Shareholders of Sheldahl,
Sheldahl shall provide Molex with a notice of such meeting. Prior to the date of
such directors' meeting, Molex shall give the nominating committee of Sheldahl's
Board of Directors, in writing, the names of two director candidates selected
from Molex's current or past executive management team. Sheldahl will nominate
and solicit proxies for the election of one such candidate submitted by Molex as
a member of the Board of Directors of Sheldahl at that Annual Meeting of
Shareholders and at each succeeding Annual Meeting of Shareholders of Sheldahl;
provided, however, that after termination of this Agreement pursuant to Section
4, Sheldahl shall no longer be obligated to nominate and solicit proxies for the
election of such designee of Molex as a director of Sheldahl and such nominee
shall, if requested by the Board of Directors of Sheldahl, resign from the
Sheldahl Board of Directors. At the first meeting of the Board of Directors
after the date of this Agreement, Molex's designee (as described above) shall be
appointed by the Board of Directors as a Board member.
SECTION 4
MISCELLANEOUS
4.1 Term and Termination. This Agreement shall terminate and Molex
shall have no further rights under this Agreement on the earliest to occur of
the following: (i) when Molex first ceases to beneficially own at least 75% of
the number of shares of Sheldahl Common Stock owned beneficially by Molex as of
July 30, 1998, as indicated on Exhibit A; (ii) subject to Section 2.4,when Molex
first ceases to beneficially own at least 5% of the issued and outstanding
Sheldahl Common Stock; or (iii) completion of an Acquisition falling within the
scope of the definition of Acquisition above. For purposes of this Agreement,
when determining the issued and outstanding Sheldahl Common Stock or the
Sheldahl Common Stock owned beneficially by Molex, (i) all issued and
outstanding shares of Series B Convertible Preferred Stock, Series D Convertible
Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible
Preferred Stock and Series G Convertible Preferred Stock shall be deemed
converted to Common Stock; (ii) all warrants outstanding (including all warrants
issued or to be issued with respect to the Series D Convertible Preferred Stock,
Series E Convertible Preferred Stock, Series F Convertible Preferred Stock, and
Series G Convertible Preferred Stock) or issued pursuant to that certain
Subordinated Debt Agreement by
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and among Sheldahl; and (iii) all subsequently issued and outstanding
Convertible Securities (other than options granted to employees or directors and
Convertible Securities that are out of the money) shall be deemed converted to
Common Stock. With respect to (i) and (iii) immediately above, the number of
shares of Sheldahl Common Stock to be issued upon conversion shall be determined
as of the date a determination is to be made pursuant to this Agreement.
4.2 Governing Law. This Agreement as amended and restated shall be
governed in all respects by the laws of the State of Minnesota as applied to
contracts entered into solely between residents of, and to be performed entirely
within, such state.
4.3 Successors and Assigns. This Agreement as amended and restated
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns. This Agreement as amended and restated
may not be assigned by a party without the prior written consent of the other
party.
4.4 Effectiveness of Agreement. This Agreement as amended and restated
hereby shall become a binding agreement effective upon execution and delivery by
the parties hereto, but the provisions hereof shall not take effect until the
Effective Time and this Agreement shall be deemed null, void and without effect
without any further action on the part of either party hereto if any of the
Merger Agreement, Stock Purchase Agreement or the Subordinated Debt Agreement is
terminated or the terms thereof are amended or waived in any respect which will
result in a material adverse economic impact on Molex. Anything in this
Agreement or the Original Sheldahl Agreement to the contrary notwithstanding,
the execution, delivery and performance of the Merger Agreement, the Stock
Purchase Agreement and Subordinated Debt Agreement or any agreement contemplated
thereby shall not constitute an "Acquisition," as that term is used herein or in
the Original Sheldahl Agreement, whether or not this Agreement continues in
effect.
4.5 Entire Agreement; Amendment. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and
thereof and supersedes all prior agreements and understandings among the parties
relating to the subject matter hereof. Neither this Agreement as amended and
restated nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against which enforcement
of any such amendment, waiver, discharge or termination is sought.
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4.6 Notices and Dates. Any notice or other communication given under
this Agreement shall be sufficient if in writing and sent by registered or
certified mail, return receipt requested, postage prepaid, by facsimile, by hand
delivery or overnight mail to a party at its address set forth below (or at such
other address as shall be designated for such purpose by such party in a written
notice to the other party hereto):
If to Sheldahl: Sheldahl, Inc.
1150 Sheldahl Road
Northfield MN 55057
Attention: Edward L. Lundstrom
Fax: 507-663-8326
With a copy to: Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South 8th Street
Minneapolis MN 55042
Attention: Charles P. Moorse
Fax: 612-371-3207 7
If to Molex: Molex Incorporated
2222 Wellington Court
Lisle IL 60532
Attention: Frederick A. Krehbiel
Fax: 630-512-8632
With a copy to: Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago IL 60603
Attention: Michael Froy
Fax: 312-876-7934
All such notices and communications shall be effective when received by the
addressee. In the event that any date provided for in this Agreement falls on a
Saturday, Sunday or legal holiday, such date shall be deemed extended to the
next business day.
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4.7 Severability. If any term, provision, covenant or restriction of
this Agreement as amended and restated is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restriction of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
4.8 Costs and Expenses. Sheldahl shall pay its own costs and expenses
and the costs and expenses of Molex, including the fees and out-of-pocket
expenses of legal counsel to Molex, incurred in connection herewith, whether or
not the transactions contemplated herein are consummated.
4.9 No Third Party Rights. Nothing in this Agreement shall create or be
deemed to create any rights in any person or entity not a party to this
Agreement as amended and restated.
4.10 Remedies. Sheldahl and Molex acknowledge that a breach of this
Agreement by one party could cause the other party damage that may not be
adequately compensated by damages at law. Therefore, Sheldahl and Molex agree
that, in addition to other relief afforded by law, seeking an injunction for
specific performance shall be a proper mode of relief for violations of this
Agreement.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties have caused this Agreement as amended
and restated to be executed by their respective authorized officers as of the
date aforesaid.
SHELDAHL, INC.
By: /s/ EDWARD L. LUNDSTROM
---------------------------------------------
Name: Edward L. Lundstrom
Title: President
MOLEX INCORPORATED
By: /s/ THOMAS S. LEE
---------------------------------------------
Name: Thomas S. Lee
Title: Vice President New Ventures & Acquisitions
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EXHIBIT A
Issued and Outstanding Sheldahl Common Stock as of July 30, 1998
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
SHELDAHL
TYPE OF SECURITY COMMON STOCK
---------------- ------------
<S> <C>
Common Shares Issued and Outstanding 9,660,615
Series B Preferred (including dividends converted at $6.01
through 7/30/98) 1,330,795
Outstanding Warrants 167,812
Series D Warrants 329,170
Series D Preferred (converted at $6.15) 5,352,358
---------
Total Sheldahl Common Stock (per Section 3.1) 16,840,750
==========
Molex Incorporated 340,000
Series D Warrants 120,000
Series D Preferred $12.0M 1,951,219
---------
Molex Incorporated Ownership 2,411,219
=========
Molex Incorporated Percentage Ownership 14.32%
</TABLE>
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Schedule I
1. Tyco International, Ltd./AMP
2. Hon Hai/FoxConn
3. Framatome Group/FCI
16
