CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 15th, 2019 • KPS Investors IV, LTD • Motor vehicle parts & accessories • New York
THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of September, 2018, by and between Tower International, Inc. (the “Disclosing Party”) and Autokiniton Global Group, Inc. (the “Recipient” or “AGG”).
CLEAN TEAM CONFIDENTIALITY AGREEMENTClean Team Confidentiality Agreement • August 15th, 2019 • KPS Investors IV, LTD • Motor vehicle parts & accessories • New York
This Clean Team Confidentiality Agreement (the “Agreement”) is entered into this 31st day of May, 2019, between, on the one hand, Tower International, Inc., a Delaware corporation (“Tower”), and, on the other hand, Autokiniton Global Group, Inc. (“Potential Purchaser”), (together with Tower, the “Parties” and each, a “Party”), in connection with a potential transaction between Tower and Potential Purchaser (the “Transaction”).
Tower International, Inc. 17672 Laurel Park Drive N Suite 400E Livonia, Michigan 48152 January 31, 2019KPS Investors IV, LTD • August 15th, 2019 • Motor vehicle parts & accessories
Reference is made to the Confidentiality Agreement dated September 19, 2018 between Tower International, Inc. and Autokiniton Global Group, Inc. (the “Confidentiality Agreement”). The parties desire to amend the Confidentiality Agreement to extend the overall term of the Confidentiality Agreement and the term of certain provisions therein. The Confidentiality Agreement is hereby amended to (a) replace the reference to “eighteen (18) months from the date hereof” in Section 3 of the Confidentiality Agreement with “on July 31, 2020”, (b) replace the reference to “period of eighteen (18) months from the date hereof” in Section 4 of the Confidentiality Agreement” with “period from the date hereof through July 31, 2020” and (c) replace the reference to “the date which is two (2) years from the date hereof” in Section 14(1) of the Confidentiality Agreement with “January 31, 2021”.
KPS SPECIAL SITUATIONS FUND IV, LP KPS SPECIAL SITUATIONS FUND IV (A), LP KPS SPECIAL SITUATIONS FUND IV (B), LP KPS SPECIAL SITUATIONS FUND IV (A-DELAWARE), LP c/o KPS Capital Partners, LPKPS Investors IV, LTD • August 15th, 2019 • Motor vehicle parts & accessories
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Tower International, Inc., a Delaware corporation (the “Company”), Autokiniton US Holdings, Inc., a Delaware corporation (“Parent”), and Tiger Merger Sub, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Parent (“Merger Sub”). Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement.
Reference is made to that certain Clean Team Confidentiality Agreement, dated as of May 31, 2019 (the “Agreement”), between Tower International, Inc., and Autokiniton Global Group, Inc. The parties hereto agree that the Agreement is hereby terminated...KPS Investors IV, LTD • August 15th, 2019 • Motor vehicle parts & accessories • Delaware
This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of law principles thereof. This letter agreement may be executed in one or more counterparts and all such counterparts so executed shall constitute an original agreement binding on all the parties, but together shall constitute but one instrument. This letter agreement may be amended only through a written agreement among all of the parties hereto.
Tower International, Inc. 17672 Laurel Park Drive North, Suite 400E Livonia, Michigan 48152 July 6, 2019 Autokiniton US Holdings, Inc. 17757 Woodland Drive New Boston, Michigan 48164 Attn: George Thanopoulos Re: Potential Transaction between...KPS Investors IV, LTD • August 15th, 2019 • Motor vehicle parts & accessories
Reference is made to the updated non-binding proposal, dated June 25, 2019 (the “Updated Proposal”), regarding the potential acquisition of all of the capital stock of the Company by AGG (the “Transaction”), as supplemented by telephonic meetings subsequent to the Company’s receipt of the Updated Proposal. As contemplated herein, the Company agrees to provide AGG with an opportunity to complete confirmatory due diligence and to complete the negotiation of the definitive merger agreement for the Transaction (the “Merger Agreement”) on an exclusive basis during the Exclusive Period, provided the merger consideration that is offered pursuant to such definitive documentation is at least $31.00 per share of common stock of the Company. This letter agreement shall terminate upon the expiration of the Exclusivity Period.
