SHAREHOLDERS AGREEMENT

Exhibit 10.j

SHAREHOLDERS AGREEMENT

BY AND AMONG

TRIMAS CORPORATION,

METALDYNE COMPANY LLC,

THE HEARTLAND ENTITIES LISTED ON THE
SIGNATURE PAGES HERETO, AND
THE OTHER SHAREHOLDERS NAMED HEREIN OR ADDED

AS PARTIES HERETO FROM TIME TO TIME

DATED AS OF JUNE 6, 2002

AS AMENDED AND RESTATED AS OF JULY 19, 2002

TABLE OF CONTENTS

SHAREHOLDERS AGREEMENT

     THIS AGREEMENT (the “Agreement”), dated as of June 6, 2002, and amended and restated as of July 19, 2002, by and among TRIMAS CORPORATION, a Delaware corporation (the “Company”), METALDYNE COMPANY, LLC, a Delaware limited liability company (“MCLLC”), Masco Capital Corporation, a Delaware corporation, hIP Side-by-Side Partners, L.P., a Delaware limited partnership, the Heartland entities listed on the signature pages hereto and the other Shareholders listed on the signature pages hereto (each of Sponsor, MCLLC, Masco Capital Corporation, HIP Side-by-Side Partners, L.P., the other shareholders party hereto and each other Person executing a Joinder Agreement after the date hereof, individually a “Shareholder” and together the “Shareholders”).

     WHEREAS, each Shareholder listed on Schedule 2.04, other than MCLCC, has purchased (the “Stock Purchase”) shares of the Company’s common stock, $.01 par value (the “Common Stock”) on the original date hereof or on the date of the amendment and restatement.

     WHEREAS, as a result of and in connection with the Stock Purchase, each Shareholder owns the number of shares of Common Stock set forth on Schedule 2.04 hereto.

     WHEREAS, the parties hereto desire to enter into this agreement to provide for certain rights and restrictions with respect to the Common Stock.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties mutually agree as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

                    SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:

     “ADJUSTMENTS” means adjustments to the number of shares of Common Stock outstanding as a result of a stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event.

     “ADVICE” see Section 5.03(p).

     “AFFILIATE” of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified

Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “AGREEMENT” see the recitals to this Agreement.

     “ASSIGNEE” see Section 4.01(c).

     “BUSINESS DAY” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.

     “CAPITAL STOCK” means, with respect to any Person, except as otherwise provided in Section 4.05, any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, and any rights (other than debt securities convertible into capital stock), warrants or options exchangeable or exercisable for or convertible into such capital stock.

     “COMMISSION” means the Securities and Exchange Commission.

     “COMMON STOCK” see the recitals to this Agreement.

     “COMPANY” see the recitals to this Agreement.

      “COMPANY OPTION PERIOD” see Section 4.01(b).

      “CONVERTIBLE SECURITY” see Section 6.16(b).

      “DEMAND CONDITIONS” see Section 5.02(b).

     “DEMAND HOLDERS” means MCLLC (on behalf of itself and its Direct Permitted Transferees) or Sponsor (on behalf of itself and its Direct Permitted Transferees).

     “DEMAND REGISTRATION” see Section 5.02(a).

     “DIRECT PERMITTED TRANSFEREE” means

     (i) with respect to any Shareholder who is a natural person, (1) the spouse or any lineal descendant (including by adoption and stepchildren) of such Shareholder, (2) any trust of which such Shareholder is the trustee and which is established solely for the benefit of any of the foregoing individuals or (3) any partnership, all of the

general partner(s) and limited partner(s) (if any) of which are one or more Persons identified in this clause (i);

     (ii) with respect to Sponsor, any Affiliate of Sponsor;

     (iii) with respect to MCLLC, Metaldyne and any controlled Affiliate of Metaldyne (including any wholly-owned subsidiary of Metaldyne);

     (iv) with respect to any Institutional Shareholder, any Affiliate of such Institutional Shareholder; and

     (v) with respect to any Shareholder, any institutional lender to which such Shareholder pledges or grants a security interest in shares of Common Stock in a bona fide transaction effected in good faith, provided that (x) such pledgee executes a Joinder Agreement and (y) prior to any subsequent foreclosure or sale of such shares or any Transfer resulting from such foreclosure is effected, the provisions of Section 4.01 must be satisfied.

     “ELIGIBLE OFFERING” see Section 4.05(a).

     “FIRST OPTION” see Section 4.01(b).

     “GAAP” means United States generally accepted accounting principles consistently applied throughout the specified period.

     “HEARTLAND ENTITIES” means Heartland Industrial Partners, L.P., Heartland Industrial Partners (FF), L.P., Heartland Industrial Partners (K1), L.P., Heartland Industrial Partners (C1), L.P., HIP Side-by-Side Partners, L.P. and Direct Permitted Transferees of any of the foregoing.

     “HOLDER” means any Demand Holder or Incidental Demand Holder.

     “INCIDENTAL DEMAND HOLDER” see Section 5.02.

     “INITIAL PUBLIC OFFERING” means either (x) an underwritten initial public offering of Common Stock pursuant to an effective registration statement filed under the 1933 Act (excluding registration statements filed on Form S-8, or any similar successor form or another form used for a purpose similar to the intended use for such forms) or (y) the listing of the Common Stock on a national securities exchange or authorization for quotation on the Nasdaq National Market System.

     “INSTITUTIONAL SHAREHOLDER” means any Shareholder that is not a natural person (other than Sponsor).

     “INVESTOR’S NOTICE” see Section 4.01(a).

     “IPO PRIMARY DEMAND” see Section 5.02(a).

     “JOINDER AGREEMENT” means a joinder agreement, a form of which is attached hereto as Exhibit A.

     “METALDYNE” means Metaldyne Corporation.

     “METALDYNE SHAREHOLDERS AGREEMENT” means that certain shareholders agreement dated November 28, 2000 as amended, between Metaldyne and the shareholders thereto.

     “1933 ACT” means the Securities Act of 1933.

     “1934 ACT” means the Securities Exchange Act of 1934, as amended.

     “OFFERED SHARES” see Section 4.01(a).

     “PERMITTED TRANSFEREE” means

     (i) with respect to any Shareholder who is a natural person, (1) the spouse or any lineal descendant (including by adoption and stepchildren) of such Shareholder, (2) any trust of which such Shareholder is the trustee and which is established solely for the benefit of any of the foregoing individuals, (3) any charitable foundation selected by such Shareholder, or (4) any partnership, all of the general partner(s) and limited partner(s) (if any) of which are one or more Persons identified in this clause (i), provided that, in the case of clauses (1), (2), (3) or (4), such Person executes a Joinder Agreement;

     (ii) with respect to Sponsor, (1) any investor in Sponsor or an Affiliate of such investor in Sponsor or an investor in any fund or other investment vehicle established or managed by Sponsor or any of its controlled Affiliates or any other Person which is an Affiliate of Sponsor on the date hereof, (2) any of the Shareholders and any of their respective Affiliates, (3) any controlled Affiliate of Sponsor, and (4) any investor in Sponsor that is an investment fund in connection with a pro rata distribution of shares of Common Stock to all investors in Sponsor at the time of the expiration or termination of the fund, provided that, in the case of clauses (1), (2), (3) or (4), any such Person executes a Joinder Agreement; and provided, further, that, in the case of the preceding clauses (1), (2), (3) or (4), Transfers to such Persons would not cause Sponsor to own, together with its Affiliates (other than Metaldyne or any of its subsidiaries),

a number of shares equal to less than thirty-five percent (35%) of the outstanding shares of Common Stock after giving effect to any such Transfer;

     (iii) with respect to MCLLC, any controlled Affiliate of Metaldyne (including any wholly-owned subsidiary of MCLLC), provided that such Person executes a Joinder Agreement;

     (iv) with respect to any Institutional Shareholder, (1) any Affiliate of such Institutional Shareholder, (2) any investor of such Institutional Shareholder that is an investment fund in connection with a pro rata distribution of shares of Common Stock to all investors in such Institutional Shareholder at the time of the expiration or termination of the fund, or (3) any Person acquiring all or substantially all of the investment portfolio of such Institutional Shareholder; and provided, further, that, in the case of clause (1), (2) or (3), all such Persons execute a Joinder Agreement; and

     (v) with respect to any Shareholder, any institutional lender to which such Shareholder pledges or grants a security interest in shares of Common Stock in a bona fide transaction effected in good faith, provided that (x) such pledgee executes a Joinder Agreement and (y) prior to any subsequent foreclosure or sale of such shares or any Transfer resulting from such foreclosure is effected, the provisions of Section 4.01 must be satisfied.

     “PERSON” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof.

     “PIGGYBACK HOLDER” see Section 5.01(a).

     “PIGGYBACK REGISTRATION” see Section 5.01(a).

     “PRO RATA PORTION” means, with respect to shares of Common Stock held by a Shareholder at any date of determination such number of shares of Common Stock owned by such Shareholder as would result in such Shareholder selling the same percentage of the total number of shares of Common Stock held by such Shareholder in the Transfer subject to the applicable Transfer Notice (the “Subject Sale”) as the Sponsor Transferor sells in the Subject Sale (assuming, with respect to the Transfer Notice, that all Shareholders have exercised their Tag-Along Right).

     “PURCHASER” see Section 4.02(a).

     “QUALIFYING PUBLIC EQUITY OFFERING” means either (x) one or more underwritten public offerings of Common Stock pursuant to an effective registration statement filed

under the 1933 Act (excluding registration statements filed on Form S-8, or any similar successor form) resulting in aggregate gross proceeds to the Company of $100,000,000 or more or (y) the listing of the Common Stock on a national securities exchange or authorization for quotation on the Nasdaq National Market System for which there is a public float of at least $100,000,000 held by non-Affiliates of the Company.

     “REGISTRABLE SECURITIES” shall mean any of (i) the shares of Common Stock owned by any Shareholder at the time of determination and (ii) any other securities issued or issuable with respect to the Common Stock by way of a stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the offering of such securities by the holder thereof shall have been declared effective under the 1933 Act and such securities shall have been disposed of by such holder pursuant to such registration statement, (b) such securities have been sold to the public pursuant to Rule 144 (or any similar provision then in force) promulgated under the 1933 Act, (c) except for purposes of Section 5.02, such securities shall have been otherwise transferred and new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company or its transfer agent and subsequent disposition of such securities shall not require registration or qualification under the 1933 Act or any similar state law then in force or (d) such securities shall have ceased to be outstanding.

     “REGISTRATION” see Section 5.03.

     “REPRESENTATIVES” means the officers, employees, directors and agents of such Shareholder, including representatives of its legal, accounting and financial advisors.

     “REQUEST NOTICE” see Section 5.02(a).

     “SECOND OPTION” see Section 4.01(c).

     “SECONDARY DEMAND REGISTRATION” see Section 5.02(a).

     “SHAREHOLDERS” see the recitals to this Agreement.

     “SIGNIFICANT SUBSIDIARY” means any subsidiary of the Company that would be a “significant subsidiary” as such term is defined in Rule 1.02 of Regulation S-X under the 1933 Act.

     “SPONSOR” means collectively the Heartland Entities or Heartland Industrial Partners, L.P. acting on behalf of the other Heartland Entities.

     “SPONSOR OPTION PERIOD” see Section 4.01(c).

     “SUBSTANTIAL CHANGE OF CONTROL” means the sale, lease or transfer in one or a series of related transactions of at least a majority of the consolidated assets of the Company and its subsidiaries or a majority of the Capital Stock of the Company representing the right to vote for directors to any Person or “group” of Persons (other than Sponsor and its Affiliates) whether direct or indirect or by way of any merger, consolidation or other business combination or purchase of beneficial ownership or otherwise.

     “TRANSACTIONS” has the meaning set forth in the TriMas Purchase Agreement.

     “TRANSFER” means the direct or indirect offer, sale, donation, assignment (as collateral or otherwise), pledge, hypothecation, encumbrance, transfer or disposition of any security.

     “TRANSFER NOTICE” see Section 4.02(a).

     “TRANSFEREE” means any Person who acquires shares of Common Stock from a Shareholder and who is not a Permitted Transferee.

     “TRIGGERING EVENT” means the earlier of (i) the fourth anniversary of the date hereof, provided the Demand Conditions are satisfied, and (ii) the 180th day after an Initial Public Offering.

     “TRIMAS PURCHASE AGREEMENT” means the Stock Purchase Agreement dated as of May 17, 2002 among the Company, Metaldyne and Heartland Industrial Partners, L.P.

                    SECTION 1.02. Rules of Construction. For purposes of this Agreement whenever a threshold for the dollar amount of cash invested in Common Stock or the percentage of ownership of Common Stock is to be determined as to a Shareholder, the cash investments and the beneficial ownership of Direct Permitted Transferees of such Shareholder shall be aggregated with the cash investments and beneficial ownership of such Shareholder and the cash investments and the beneficial ownership of the Heartland Entities will be deemed to be aggregated; provided that in no event shall the cash investments and beneficial ownership of MCLLC and Sponsor be deemed aggregated for such purposes.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

     Each of the parties hereby severally represents and warrants to each of the other parties as follows as of the original date hereof and as of the amendment and restatement:

                    SECTION 2.01. Authority; Enforceability. Such party has the legal capacity or corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party (in the case of parties that are not natural persons) is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action. No other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).

                    SECTION 2.02. No Breach. Neither the execution of this Agreement nor the performance by such party of its obligations hereunder nor the consummation of the transactions contemplated hereby or by the Transactions does or will

          (a) in the case of parties that are not natural persons, conflict with or violate its certificate of incorporation, bylaws or other organizational documents;

          (b) violate, conflict with or result in the breach or termination of, or otherwise give any other person the right to accelerate, renegotiate or terminate or receive any payment or constitute a default or an event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default) under the terms of, any material contract or agreement to which it is a party or by which it or any of its assets or operations are bound or affected; or

          (c) constitute a violation by such party of any laws, rules or regulations of any governmental, administrative or regulatory authority or any judgments, orders, rulings or awards of any court, arbitrator or other judicial authority or any governmental, administrative or regulatory authority.

                    SECTION 2.03. Consents. (a) No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party, other than those which have been made or obtained, in connection with (i) the execution or enforceability of this Agreement or (ii) the consummation of any of the transactions contemplated hereby or by the Transactions.

                    (b) The Company represents and warrants that no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained, other than those which have been made or obtained,

in connection with the July 19, 2002 amendment and restatement of this Agreement.

                    SECTION 2.04. Share Ownership. (a) The Company represents and warrants that in the case of a Shareholder, such party owns, as of the amendment and restatement, the number of shares of Capital Stock of the Company set forth opposite such party’s name in Schedule 2.04 attached hereto, free and clear of any and all liens, claims and encumbrances, other than those created by this Agreement.

                    (b) The Company represents and warrants that, as of the original date hereof after giving effect to the Transactions and as of the amendment and restatement, the authorized capital stock of the Company consists of (A) 400,000,000 shares of Common Stock, of which 20,000,000 shares of Common Stock are issued and outstanding, and (B) 100,000,000 shares of preferred stock, of which no shares of preferred stock are issued and outstanding. Except as provided for in this Agreement and the TriMas Purchase Agreement, no subscription, warrant, option, convertible or exchangeable security or other right to purchase or acquire any shares of Capital Stock of the Company is authorized or outstanding and the Company has no obligation to issue any subscription, warrant, option, convertible or exchangeable security or other such right.

                    (c) The Company represents and warrants that the shares of Common Stock issued to each Shareholder in connection with the TriMas Purchase Agreement were duly and validly authorized, and when issued to each Shareholder in connection with the TriMas Purchase Agreement, were duly and validly issued, fully paid and non-assessable and such shares are not subject to preemptive or similar rights except as provided by this Agreement.

                    SECTION 2.05. No Post-Closing Breach. The Company represents and warrants that neither the Company, nor to the best of the Company’s knowledge after due inquiry, Metaldyne, is in breach, violation or default of any post-closing covenants contained in the TriMas Purchase Agreement other than such breaches, violations or defaults which do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the TriMasPurchase Agreement) on the Company.

ARTICLE III

SHARE TRANSFERS

                    SECTION 3.01. Restrictions on Transfer. During the term of this Agreement, each Shareholder agrees that it will not Transfer any Common Stock, except as permitted by or in accordance with this Agreement.

                    SECTION 3.02. Exceptions to Restrictions. Subject to all applicable laws, the restrictions on Transfer set forth in Section 3.01 hereof shall not apply to any of the following:

          (a) a Transfer by a Shareholder of Common Stock to one of its Permitted Transferees; provided that such Permitted Transferee shall agree to execute a Joinder Agreement in the form annexed hereto as Exhibit A (the “Joinder Agreement”);

          (b) a Transfer of Common Stock by a Shareholder in accordance with Sections 4.02 and 4.03 of this Agreement;

          (c) a Transfer by a Shareholder after such Shareholder has complied with Section 4.01; provided that the Transferee shall agree to execute a Joinder Agreement;

          (d) a Transfer of Common Stock by a Shareholder pursuant to an effective registration statement under the 1933 Act or a Transfer pursuant to Rule 144 under the 1933 Act; and

          (e) a Transfer by MCLLC in connection with the issuance of a Convertible Security as contemplated by Section 6.16; provided that the recipient of such Convertible Security agrees to execute a Joinder Agreement as described in Section 6.16.

                    SECTION 3.03. Improper Transfer. Any attempt to Transfer any shares of Common Stock not in accordance with this Agreement shall be null and void and the Company will not give nor permit the Company’s transfer agent to give any effect to such attempted Transfer in its stock records.

                    SECTION 3.04. Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder will bear a legend substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF JUNE 6, 2002, AS AMENDED AND RESTATED AS OF JULY 19, 2002. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SECURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY.”

ARTICLE IV

RIGHTS OF CERTAIN SHAREHOLDERS

                    SECTION 4.01. Rights of First Offer. (a) At any time or from time to time prior to a Qualifying Public Equity Offering, in the event that a Shareholder (other than Sponsor and its Affiliates) desires to Transfer all or part of its Common Stock (such shares being the “Offered Shares” and such proposed Shareholder transferor being the “Offeror”), other than pursuant to Section 3.02(a), 3.02(d), 4.02 or 4.03 of this Agreement, such Shareholder shall give prompt written notice (an “Investor’s Notice”) of its desire to sell the Offered Shares to the Company and Sponsor. The Investor’s Notice shall identify (x) the number of Offered Shares and (y) all other material terms and conditions of the proposed Transfer including the purchase price and the form of the consideration.

                    (b) The Company shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the “First Option”) on the same terms and conditions as set forth in the Investor’s Notice, which option shall be exercised by delivering to such Shareholder irrevocable written notice of its commitment to purchase the Offered Shares within fifteen (15) business days after receipt of the Investor’s Notice (the “Company Option Period”). Failure by the Company to give such notice within such fifteen (15) business day period shall be deemed an election by the Company not to purchase the Offered Shares.

                    (c) In the event that the Company decides not to purchase the Offered Shares pursuant to Section 4.01(b), then Sponsor shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the “Second Option”) on the same terms and conditions as set forth in the Investor’s Notice, which option shall be exercised by delivering to such Shareholder irrevocable written notice of its commitment to purchase the Offered Shares within ten (10) business days after the termination of the Company Option Period (the “Sponsor Option Period”); provided that Sponsor may, at its sole option, but subject to following the procedures of the next sentence (if applicable), assign its rights to purchase Offered Shares pursuant to this Section 4.01 to another Shareholder or a Permitted Transferee of

Sponsor (such person an “Assignee”). If a proposed Assignee is a Shareholder (other than an Affiliate of Sponsor) as of the date of the Investor’s Notice, then Sponsor shall offer each Shareholder (other than the Offeror, but including the proposed Assignee) the right, but not the obligation, to purchase not less than its percentage equivalent of a fraction, the numerator of which is the number of such Shareholder’s shares of Common Stock and the denominator of which is the aggregate number of all shares of Common Stock owned by Shareholders (other than the Offeror) each as of the date of the Investor’s Notice, of the Offered Shares on the same terms and conditions as set forth in the Investor’s Notice. Nothing shall preclude Sponsor from retaining its relative share of the Offered Shares if it so elects. Failure by Sponsor or its Assignee to give such notice within such ten (10) business day period shall be deemed an election by Sponsor or its Assignee not to purchase the Offered Shares.

                    In the event that a Heartland Entity (other than the Company and its subsidiaries) acquires shares of Common Stock (or the existing warrant therefor) from MCLLC (but not any transferee thereof other than a Direct Permitted Transferee of MCLLC), it shall promptly give written notice thereof to each Shareholder (other than MCLLC and its Direct Permitted Transferees) (each an “Offeree” and collectively the “Offerees”), and each Offeree shall have the right, but not the obligation, to purchase from such Heartland Entity not less than the percentage equivalent of a fraction, the numerator of which is the number of shares of such Offeree’s Common Stock and the denominator of which is the total number of shares of Common Stock owned by Offerees and the Heartland Entities immediately before such Heartland Entity acquired such Common Stock (or the existing Warrant therefor) from MCLLC or a Direct Permitted Transferee thereof, of such Common Stock at the same price as paid by the applicable Heartland Entity. Nothing herein shall preclude any Heartland Entity from retaining or receiving its relative share of the Common Stock (or the existing warrant therefor) acquired from MCLLC or a Direct Permitted Transferee thereof. Each Shareholder’s right to purchase Common Stock pursuant to this paragraph shall be for ten (10) business days after the notice referred to earlier in this paragraph is given by such Heartland Entity.

                    (d) Delivery of written notice by the Company, Sponsor or its Assignee accepting the First Option or the Second Option, as the case may be, shall constitute a contract between the Company, Sponsor or its Assignee, on the one hand, and such Shareholder on the other hand, for the purchase and sale of the Offered Shares on the terms and conditions set forth in the Investor’s Notice. The purchase of any Offered Shares pursuant to the exercise of the First Option or the Second Option, as the case may be, shall be completed not later than forty-five (45) days following receipt of the Investor’s Notice with respect to the Offered Shares, subject to receipt of any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction (collectively, the “Conditions”) in which case the purchase of the Offered Shares shall be delayed pending the satisfaction of the Conditions up to an additional thirty (30) days. As a condition to entering into the contract referred to above, the Company,

Sponsor and its Assignee will agree to use commercially reasonable efforts to satisfy the Conditions as soon as possible. In the event that neither the First Option nor the Second Option is exercised, the Shareholder shall have the right for a period of seventy-five (75) days after the termination of the Sponsor Option Period to Transfer (the “Investor Sale”) the Offered Shares at a price not less than ninety percent (90%) of the price contained in, and otherwise on terms and conditions no less favorable to such Shareholder than those set forth in, the Investor’s Notice, except that the purchase of the Offered Shares may be delayed up to an additional thirty (30) days pending satisfaction of the Conditions; provided that the Transferee agrees to execute a Joinder Agreement. If the Investor Sale is not consummated pursuant to the terms of the immediately preceding sentence, the Shareholder will not effect Transfer of any of the Offered Shares without commencing de novo the procedures set forth in this Section 4.01.

                    SECTION 4.02. Tag-Along Rights. (a) If, at any time or from time to time prior to a Qualifying Public Equity Offering, Sponsor or any of its Affiliates (but not including Metaldyne or any of its subsidiaries or the Company and any of its Subsidiaries) (the “Sponsor Transferor”) proposes to Transfer any shares of Common Stock to a Person (the “Purchaser”), other than pursuant to Section 3.02(a), 3.02(d), 5.01 or 5.02 or in a circumstance where all of the shares owned by all the Shareholders are being purchased pursuant to Section 4.03, the Sponsor Transferor shall give written notice (a “Transfer Notice”) of such proposed Transfer to the Shareholders at least fifteen (15) days prior to the consummation of such proposed Transfer, setting forth (A) the total number of shares of Common Stock offered to be Transferred to Purchaser, (B) the consideration to be received for such shares of Common Stock by the Sponsor Transferor, (C) the identity of the Purchaser(s), (D) any other material terms and conditions of the proposed Transfer, (E) the expected date of the proposed Transfer and (F) that each such Shareholder shall have the right (the “Tag-Along Right”) to elect to sell up to its Pro Rata Portion of such shares of Common Stock to be Transferred to Purchaser. If any portion of the consideration contained in the Transfer Notice includes consideration other than cash, the Sponsor Transferor shall provide the Shareholders with a summary of a valuation study, if any, that the Sponsor Transferor has prepared concerning such consideration, but the Sponsor Transferor shall have no liability to any Shareholder with respect to any such summary or study and no obligation to undertake any such valuation. Notwithstanding the first sentence of this Section 4.02(a), MCLLC and each Shareholder will have a Tag-Along Right in connection with Transfers of shares of Common Stock by the Sponsor Transferor to a Permitted Transferee (other than an Affiliate of the Sponsor Transferor) when the Sponsor Transferor Transfers shares of Common Stock to such Person at a price per share (as adjusted for Adjustments) that is greater than the price per share (as adjusted for Adjustments) paid for such shares by the Sponsor Transferor.

                    (b) Upon delivery of a Transfer Notice, each Shareholder has the option, but not the obligation, to sell up to the Pro Rata Portion of its shares of Common Stock at the same price per share of Common Stock and pursuant to the same terms and conditions with

respect to payment for the shares of Common Stock as agreed to by the Sponsor Transferor, by sending written notice to the Sponsor Transferor within ten (10) days of the date of the Transfer Notice, indicating its election to sell up to the Pro Rata Portion of its shares of Common Stock in the same transaction. To the extent that elections pursuant to this Section 4.02(b) are not made with respect to any shares of Common Stock included in a Transfer Notice within such 10-day period, then the Sponsor Transferor shall re-offer to Shareholders who have elected to sell their Pro Rata Portion (the “Tag-Along Shareholders”) for one additional three day period, the right to sell such additional number of shares as will result in the Tag-Along Shareholders being able to sell their pro rata share of such remaining shares of Common Stock, based upon all the shares of Common Stock being sold by all the Tag Along Shareholders (not including the remaining shares). For a sixty (60) day period following such ten (10) day period (which period may be extended an additional thirty (30) days in order to satisfy the Conditions), each Tag-Along Shareholder shall be permitted to sell to the Purchaser(s) on the terms and conditions set forth in the Transfer Notice that amount of its shares of Common Stock as to which it has made its election and the Sponsor Transferor shall be permitted to concurrently sell the balance of the shares of Common Stock that are the subject of the Transfer Notice that are not sold by the Tag-Along Shareholders.

                    (c) The provisions of Sections 4.02(a) and (b) shall not apply to any Transfer or series of Transfers by Sponsor of shares of Common Stock to one or more Persons other than Permitted Transferees (x) which are effected in order to comply with the preemptive rights provisions of Section 4.05 of the Metaldyne Shareholders Agreement with respect to Sponsor’s investment in the Company pursuant to the TriMas Purchase Agreement or (y) which are effected within one year of the date hereof at a price per share of not greater than $20.00 per share (as adjusted for Adjustments); provided that, after giving effect to any such Transfer referred to in this clause (y), Sponsor would own, together with its Affiliates (not including Metaldyne and its subsidiaries), thirty percent (30%) or more of the outstanding shares of Common Stock.

                    (d) Each Tag-Along Shareholder shall not be required to make representations and warranties in connection with such sale other than customary representations and warranties with respect to (i) such Shareholder’s due organization, power and authority, (ii) such Shareholder’s ownership of the shares of Common Stock and ability to freely convey such shares of Common Stock without liens or encumbrances, (iii) customary representations regarding non-contravention of such Shareholder’s charter, bylaws or other organizational documents or material agreements of such Tag-Along Shareholder and (iv) the enforceable nature of such Tag-Along Shareholder’s obligations under the documents for such sale to which it is a party (collectively, the “Shareholder Representations”). No Tag-Along Shareholder shall be liable in respect of any indemnification provided in connection with a sale of Common Stock pursuant to this Section 4.02 (a “Tag-Along Sale”), (with respect to such Shareholder’s Shareholder Representations) in excess of the consideration received by such

Tag-Along Shareholder in such Tag-Along Sale and no Tag-Along Shareholder shall be required to participate in any escrow relating to such Tag-Along Sale in excess of such Tag-Along Shareholder’s participation in the Tag-Along Sale.

                    (e) In the event that no Shareholder elects to sell shares of Common Stock pursuant to this Section 4.02, Sponsor and/or its Affiliates (as the case may be) shall have the right for a period of seventy-five (75) days (which period may be extended by an additional thirty (30) days to satisfy the Conditions) after the expiration of the 10-day period referred to in Section 4.02(b) to Transfer the Shares subject to the Transfer Notice to the Purchaser at a price not greater than the price contained in, and otherwise on terms and conditions no more favorable to Sponsor and/or such Affiliates than those set forth in, the Transfer Notice; it being agreed that, after the end of the 75-day period referred to in this Section 4.02(e) (including any permitted extension thereof), Sponsor and/or such Affiliates will not effect any transaction in any shares of Common Stock that are the subject of the Transfer Notice without commencing de novo the procedures set forth in this Section 4.02.

                    SECTION 4.03. Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the “Drag-Along Shareholders”) to sell the same percentage of Common Stock held by them relative to such Shareholder’s ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters’ rights with respect to such transaction; or otherwise participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock as sold by the Drag-Along Shareholders; provided, however, that MCLLC and its Direct Permitted Transferees will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $20.00 per share (as adjusted for Adjustments) of the Common Stock, and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag- Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a “Drag-Along Transaction”) (with respect to such Shareholder’s Shareholder Representations) in

excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of the amount of Common Stock such Drag-Along Shareholder is required to sell pursuant to this Section 4.03.

                    SECTION 4.04. Information. (a) Prior to the occurrence of an Initial Public Offering, the Company shall deliver to each Shareholder

          (1) as soon as available, but in any event within forty-five (45) days after the end of each quarter, copies of

     (i) consolidated balance sheets of the Company and its subsidiaries as at the end of such quarter, and

     (ii) consolidated statements of income, stockholders’ equity and cash flows of the Company and its subsidiaries, for such quarter and for the portion of the fiscal year ending with such quarter,

in each case prepared in accordance with GAAP applicable to periodic financial statements generally, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustments;

          (2) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Company, copies of

     (i) consolidated balance sheets of the Company and its subsidiaries as at the end of such year, and

     (ii) consolidated statements of income, stockholders’ equity and cash flows of the Company and its subsidiaries for such year,

in each case prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP;

                    (b) In the case of any Shareholder (other than MCLLC) prior to the occurrence of a Qualifying Public Equity Offering, and for so long as such Shareholder owns

twenty-five percent (25%) or more of the number of shares of Common Stock (as adjusted for Adjustments) owned by such Shareholder as of the date of the amendment and restatement hereof or in the case of MCLLC, for so long as MCLLC retains a number of shares of Common Stock equal to at least twenty-five percent (25%) of the number of shares of Common Stock (as adjusted for Adjustments) owned by MCLLC immediately following the Transactions, the Company shall deliver to each such Shareholder and MCLLC

          (1) the information and reports provided pursuant to Sections 4.04(a)(1) and (2);

          (2) monthly “flash reports” utilized by the Company in its own management containing summarized, abbreviated data with respect to income statement amounts, balance sheet data and cash flows to the extent available; and

          (3) such other information concerning the condition or operations, financial or otherwise, of the Company and its subsidiaries as a Shareholder may, from time to time, reasonably request.

                    (c) The rights to receive the information set forth in subsections (1) and (2) of paragraph (a) shall be assignable to Transferees of Common Stock and Permitted Transferees that become Shareholders. The rights to receive the information set forth in subsections (2) and (3) of paragraph (b) shall be assignable to a Transferee that acquires from MCLLC at least fifty percent (50%) of the shares of Common Stock owned by MCLLC as of the date hereof (as adjusted for Adjustments).

                    (d) Prior to the occurrence of a Qualifying Public Equity Offering, and for so long as a Shareholder owns twenty-five percent (25%) or more of the number of shares of Common Stock (as adjusted for Adjustments) owned by such Shareholder on date of the amendment and restatement hereof, Representatives of such Shareholder shall be provided with a reasonable opportunity to discuss the business and affairs of the Company with the Company’s senior managers, directors, officers and senior employees upon reasonable advance notice during normal business hours; provided that such Company representatives shall be available to such Shareholder for an annual meeting with senior management at which the following year’s budget is presented and to MCLLC for quarterly meetings at which the most recent quarterly results are discussed.

                    (e) Each Shareholder hereby agrees that neither it nor its Representatives will disclose to any third party any information provided to it or its Representatives by the Company hereunder which is not generally available to the public, except with the prior express approval of the Company or as may be required by applicable law; it being understood that nothing in this Section 4.04(f) will restrict the ability of a Shareholder to disclose certain

information to its investors in accordance with its governing documents; provided that such investors agree to be bound by the confidentiality provisions of this Agreement.

                    (f) Notwithstanding the above, access to highly confidential proprietary information and facilities need not be provided by the Company, nor shall the Company be required to provide information to any Shareholder that is a competitor or reasonably likely to become a competitor of the Company or any of its subsidiaries; it being understood that the Shareholders and parties to the Metaldyne Shareholder’s Agreement existing as of the date hereof are not competitors.

                    SECTION 4.05. Preemptive Rights. (a) Prior to the occurrence of an Initial Public Offering, the Company hereby grants and hereby agrees to cause each Significant Subsidiary of the Company to grant to each Shareholder the right to purchase up to such Shareholder’s Proportionate Percentage (as hereinafter defined) of any future Eligible Offering (as hereinafter defined). For purposes of this Section 4.05, the following terms shall have the meanings set forth below.

          “Proportionate Percentage” means, with respect to any Shareholder as of any given date with respect to an Eligible Offering, the number (expressed as a percentage) obtained by dividing (A) the number of shares of Common Stock owned by such Shareholder as of such date by (B) the total number of shares of Common Stock held by all Shareholders.

          “Eligible Offering” means an offer by the Company or a Significant Subsidiary of the Company to sell to any Person or Persons for cash, any Capital Stock of the Company or a Significant Subsidiary, other than an offering by the Company or a Significant Subsidiary of the Company:

          (i) of Common Stock in an underwritten public offering (a “Public Offering”) registered under the 1933 Act or pursuant to a Rule 144A offering under the 1933 Act;

          (ii) of Common Stock issued upon the exercise of options, warrants or convertible securities outstanding as of the date hereof;

          (iii) of Common Stock or options to purchase shares of Common Stock in connection with or pursuant to any stock option, stock purchase plan or agreement or other benefit plans approved by the Board of Directors of the Company to full-time employees, officers, directors, consultants and/or advisors to the Company or its subsidiaries (excluding employees of Sponsor);

          (iv) of Common Stock issued in connection with restricted stock awards;

          (v) of Capital Stock of the Company issued as consideration to any seller in connection with the acquisition by the Company or any subsidiary of the Company of the assets of any Person in any transaction approved by the Board of Directors of the Company;

          (vi) of Capital Stock of the Company issued as an inducement in connection with any debt financing of the Company, subject to terms and conditions approved by the Board of Directors of the Company;

          (vii) of Capital Stock of a Significant Subsidiary of the Company in connection with any sale of control of such Significant Subsidiary to, or any joint venture between such Significant Subsidiary and a third party that is not a financial sponsor or investor, which sale or joint venture is approved by the Board of the Directors of the Company; and

          (viii) of director qualifying or similar shares of a Significant Subsidiary.

                    For purposes of this Section 4.05 only, “Capital Stock” means any and all shares of common stock or options, warrants or similar instruments or any other securities convertible or exchangeable or exercisable therefor (collectively, “Equity Interests”) or any equity security linked to or offered or sold in connection with any Equity Interests of such Person or any of its Significant Subsidiaries, as the case may be.

                    (b) The Company shall, before any securities are issued pursuant to an Eligible Offering, give written notice (a “Preemptive Notice”) thereof to each Shareholder that is entitled to preemptive rights hereunder. Such notice shall specify the security or securities proposed to be issued, the proposed date of issuance, the consideration that the Company or such Significant Subsidiary intends to receive therefor and all other material terms and conditions of such proposed issuance. For a period of ten (10) days following the date of such notice, each such Shareholder shall be entitled, by written notice to the Company, to elect to purchase all or p