Joinder to First Amendment to Shareholders' Agreement of MDMI Holdings, Inc.

Summary

This agreement adds several new shareholders to the First Amendment of the Shareholders' Agreement for MDMI Holdings, Inc. By signing this joinder, each new party agrees to be bound by all terms of the amended Shareholders' Agreement. The document lists the names and signing dates of each new shareholder, including individuals, trusts, and investment entities. The joinder is effective as of the dates specified for each party.

EX-10.2.3 15 d82315ex10-2_3.txt FORM OF JOINDER TO FIRST AMENDMENT 1 EXHIBIT 10.2.3 JOINDER TO FIRST AMENDMENT TO SHAREHOLDERS' AGREEMENT OF MDMI HOLDINGS, INC. This Joinder is executed pursuant to the terms of the Shareholders' Agreement dated as of July 6, 1999, as amended on May 31, 2000 (the "Shareholders' Agreement"). By the execution of this Joinder the undersigned hereby agrees to be bound by all of the provisions of the First Amendment to Shareholders' Agreement of MDMI Holdings, Inc., a copy of which is attached hereto. IN WITNESS WHEREOF, this Joinder has been duly executed effective as of [SEE ITEM 1 ANNEX A]. [SEE ITEM 2 ANNEX A] 2 ANNEX A [JOINDER TO SHAREHOLDERS' AGREEMENT] The foregoing form of Joinder was entered into by seven Shareholders. The information omitted from the foregoing form of Joinder with respect to such Shareholders, which are designated below as parties A through G, respectively, is set forth below: ITEM 1 Party A: May 31, 2000 Party B: May 31, 2000 Party C: May 31, 2000 Party D: May 31, 2000 Party E: May 31, 2000 Party F: May 31, 2000 Party G: May 31, 2000 Party H: May 31, 2000 Party I: November 21, 2000 ITEM 2 Party A: By: /s/ BRUCE LINDSAY Name: Bruce Lindsay Party B: By: /s/ IRA BRIND Name: Ira Brind Party C: CMS DIVERSIFIED PARTNERS, L.P., a Delaware limited partnership By: CMS/DP Associates, L.P., a Delaware limited partnership By: MSPS/DP, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1995 Investment Partners, L.P., a Delaware limited partnership By: CMS 1995, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Party D: CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership By: CMS Co-Investment Partners, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP

3 By: CMS Co-Investment Partners I-Q, L.P. a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investments, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1997 Investment Partners, L.P. a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP Party E: CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership By: CMS Private Equity Partners XIV, L.P., a Delaware limited partnership By: CMS PEP XIV Associates, L.P., a Delaware limited partnership By: MSPS PEP XIV, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1999 Investment Partners, L.P., a Delaware limited partnership By: CMS 1999, Inc. a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS Private Equity Partners XIV-Q, L.P., a Delaware limited partnership By: CMS PEP XIV Associates, L.P., a Delaware limited partnership By: MSPS PEP XIV, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1999 Investment Partners, L.P., a Delaware limited partnership By: CMS 1999, Inc. a Delaware corporation By: /s/ INGRID R. WELCH Its: VP Party F: INFRASTRUCTURE AND ENVIRONMENTAL PRIVATE EQUITY FUND III, L.P. By: Infrastructure and Environmental Private Equity Management, L.L.C., its General Partner By: First Analysis IEPEF Management Company III, LLC, A Member By: First Analysis Corporation, A Member By: /s/ BRET R. MAXWELL Bret R. Maxwell, Vice Chairman

4 Party G: ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY FUND III, a civil partnership with limitation of liability established under the laws of the Federal Republic of Germany By: Infrastructure and Environmental Private Equity Management, L.L.C., its General Partner By: First Analysis IEPEF Management Company III, LLC, A Member By: First Analysis Corporation, A Member By: /s/ BRET R. MAXWELL Bret R. Maxwell, Vice Chairman Party H: KLIENWORT BENSON HOLDINGS INC., executed as Invited Investor By: /s/ JONATHAN S. WALKER /s/ FRANK HARTE Name: Jonathan S. Walker Frank Harte Title: Senior Vice President & Director Senior Vice President and CEO Party I: THE ELLEN POLLOCK GRAY TRUST, executed as Transferee By: /s/ DAVID POLLOCK David Pollock, Trustee