Attached files
| file | filename |
|---|---|
| 8-K - STONERIDGE INC | v198710_8k.htm |
EXHIBIT
10.1
Dated as
of October 7, 2010
Cecile M.
Draime
Jeffrey
P. Draime
Scott N.
Draime
Rebecca
N. Gang
|
Re:
|
Stoneridge, Inc. –
Secondary Offering of Common
Shares
|
Ladies
and Gentlemen:
This
letter is to clarify and confirm our understanding with regard to your
obligation to pay directly, or reimburse, Stoneridge, Inc. (the “Company”) for
fees and expense incurred by the Company in connection with the contemplated
secondary offering of Common Shares of the Company (the “Offering”) held by
you.
You
agree, jointly and severally, to pay for (or reimburse the Company for the
payment of) all fees and expenses incurred by the Company in connection with the
Offering, including, but not limited to, (i) underwriting discounts and
commissions, (ii) all fees and expenses incident to the Company’s performance
under or compliance with any applicable underwriting or purchase agreement,
(iii) all registration and filing fees (including all Securities and Exchange
Commission registration fees and FINRA filing fees), (iv) fees and expenses of
complying with securities and blue sky laws, (v) printing expenses, (vi) costs
of distributing any prospectuses in preliminary and final form as well as
supplements thereto, and (vii) fees and expenses of the Company’s counsel,
accountants and other persons reasonably retained by the Company. In
addition, you will pay all fees and expenses of your legal
counsel(s).
Notwithstanding
the foregoing, the Company agrees that you will not pay, and the Company will
not seek payment or reimbursement from you for fees and expenses (including fees
and expenses of Company counsel, accountants and other persons retained by the
Company) relating to work previously done or materials previously prepared
and/or used other than in connection with the Offering (whether such work or
materials was done, prepared or used in connection with the Company’s recent
refinancing transactions or otherwise) which work or materials are also used in
connection with the Offering.
Delivery
of an executed counterpart of a signature page of this letter by facsimile
transmission or electronic mail (including .pdf) shall be effective as delivery
of a manually executed counterpart.
[Signature pages
follows.]
Please
acknowledge your concurrence with the foregoing by countersigning this letter in
the space provided below and returning a signed copy to the
undersigned.
|
Very
truly yours,
|
||
|
STONERIDGE,
INC.
|
||
|
By:
|
/s/ John C. Corey
|
|
|
Name:
|
John
C. Corey
|
|
|
Title:
|
President
and Chief Executive
Officer
|
|
Acknowledged
and confirmed:
|
/s/ Cecile M. Draime
|
/s/ Jeffrey P. Draime
|
|
|
Cecile
M. Draime, Trustee under the
|
Jeffrey
P. Draime, Trustee under the
|
|
|
David
M. Draime Irrevocable Trust Under
|
Jeffrey
P. Draime Living Trust dated
|
|
|
Agreement
dated June 4, 2003
|
December
28, 1990, as amended
|
|
|
/s/ Jeffrey P. Draime
|
/s/ Jeffrey P. Draime
|
|
|
Jeffrey
P. Draime, Successor Trustee under the
|
Jeffrey
P. Draime, Trustee under the Scott N.
|
|
|
D.
Max Draime Dynasty Trust Under Agreement
|
Draime
Dynasty Trust Under Agreement
|
|
|
dated
April 10, 1995 for the benefit of
|
dated
December 23, 1996 for the benefit of
|
|
|
Scott
N. Draime
|
Elizabeth
Draime
|
|
|
/s/ Jeffrey P. Draime
|
/s/ Jeffrey P. Draime
|
|
|
Jeffrey
P. Draime, Trustee under the Scott N.
|
Jeffrey
P. Draime, Trustee under the Scott N.
|
|
|
Draime
Dynasty Trust Under Agreement
|
Draime
Dynasty Trust Under Agreement
|
|
|
dated
December 23, 1996 for the benefit of
|
dated
December 23, 1996 for the benefit of
|
|
|
Stephanie
Draime
|
Jennifer
Draime
|
|
|
/s/ Jeffrey P. Draime
|
/s/ Jeffrey P. Draime
|
|
|
Jeffrey
P. Draime, Trustee under the Scott N.
|
Jeffrey
P. Draime, Successor Trustee under
|
|
|
Draime
Dynasty Trust Under Agreement
|
the
Rebecca M. Gang Dynasty Trust Under
|
|
|
dated
December 23, 1996 for the benefit of
|
Agreement
dated March 28, 1997 for the
|
|
|
Alexandra
Draime
|
benefit
of Hannah Marie Gang
|
Side
Letter Relating to Expenses in the
Secondary
Offering of Stoneridge, Inc. Common Shares
- 2 -
|
/s/ Jeffrey P. Draime
|
/s/ Rebecca M. Gang
|
|
|
Jeffrey
P. Draime, Successor Trustee under
|
Rebecca
M. Gang
|
|
|
the
Rebecca M. Gang Dynasty Trust Under
|
||
|
Agreement
dated March 28, 1997 for the
|
||
|
benefit
of Sarah Irene Gang
|
||
|
/s/ Scott N. Draime
|
/s/ Scott N. Draime
|
|
|
Scott
N. Draime, Successor Trustee under
|
Scott
N. Draime, Successor Trustee under
|
|
|
the
D. Max Draime Dynasty Trust Under
|
the
D. Max Draime Dynasty Trust Under
|
|
|
Agreement
dated April 10, 1995 for the
|
Agreement
dated April 10, 1995 for the
|
|
|
benefit
of Jeffrey P. Draime
|
benefit
of Rebecca M. Gang
|
|
|
/s/ Scott N. Draime
|
/s/ Scott N. Draime
|
|
|
Scott
N. Draime, Trustee under the
|
Scott
N. Draime, Trustee under the
|
|
|
Jeffrey
P. Draime Dynasty Trust Under
|
Jeffrey
P. Draime Dynasty Trust Under
|
|
|
Agreement
dated December 23, 1996
|
Agreement
dated December 23, 1996
|
|
|
for
the benefit of David Alexander Draime
|
for
the benefit of Lilia Christine Draime
|
|
|
/s/ Scott N. Draime
|
/s/ Scott N. Draime
|
|
|
Scott
N. Draime, Trustee under the
|
Scott
N. Draime, Trustee under the
|
|
|
Jeffrey
P. Draime Dynasty Trust Under
|
Jeffrey
P. Draime Dynasty Trust Under
|
|
|
Agreement
dated December 23, 1996
|
Agreement
dated December 23, 1996
|
|
|
for
the benefit of Mary Cecile Draime
|
for
the benefit of Joseph Richard
Draime
|
Side
Letter Relating to Expenses in the
Secondary
Offering of Stoneridge, Inc. Common Shares
- 3 -