AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., SLADE MERGER SUB INC. and SEVCON, INC. Dated as of July 14, 2017Merger Agreement • July 17th, 2017 • Sevcon, Inc. • Electrical industrial apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 14, 2017, is by and among BorgWarner Inc., a Delaware corporation (“Parent”), Slade Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Sevcon, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2016 • Sevcon, Inc. • Electrical industrial apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 6th day of July, 2016 by and among Sevcon, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2016 • Sevcon, Inc. • Electrical industrial apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 6th day of July, 2016 by and among Sevcon, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
TECH/OPS SEVCON, INC. AND PAUL N. FARQUHAR NONCOMPETITION / NONSOLICITATION AGREEMENTNoncompetition / Nonsolicitation Agreement • July 6th, 2010 • Tech Ops Sevcon Inc • Electrical industrial apparatus • Massachusetts
This Agreement is made as of July 1, 2010 by and between Tech/Ops Sevcon, Inc., a Delaware corporation (“TOS”), and Paul Neil Farquhar (the “Executive”).
UNLIMITED GUARANTYUnlimited Guaranty • June 21st, 2011 • Sevcon, Inc. • Electrical industrial apparatus • Massachusetts
GUARANTY, dated as of June 15, 2011 by Sevcon, Inc. (the “Guarantor”), in favor of RBS Citizens, National Association, a national banking association with its head office at 28 State Street, Boston, Massachusetts 02109 (the “Lender”). In consideration of the Lender's giving, in its discretion, time, credit or banking facilities or accommodations to Sevcon USA, Inc., a Delaware corporation (together with its successors, the “Borrower”), the Guarantor agrees as follows:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (ALL ASSETS)Loan and Security Agreement • December 20th, 2013 • Sevcon, Inc. • Electrical industrial apparatus
This Second Amendment to Loan and Security Agreement (All Assets) (the “Second Amendment”) is made as of the 30th day of September, 2013 by and between RBS Citizens, National Association (the “Bank”), a national banking association with offices at 28 State Street, Boston, Massachusetts 02109 and Sevcon USA, Inc. (hereinafter, the “Borrower”), a Delaware corporation with its principal executive offices at 155 Northboro Road, Southbrough, Massachusetts 01772, with all representations, covenants, warranties, defaults, rights, remedies, powers, privileges, and discretions applicable to Borrower, in consideration of the mutual covenants contained herein and benefits to be derived herefrom:
AMENDMENT NO. 1 to TERM LOAN AGREEMENT dated as of January 27, 2016 between SEVCON, INC. and BANCA MONTE DEI PASCHI DI SIENA S.p.A. acting through its New York branchTerm Loan Agreement • December 5th, 2016 • Sevcon, Inc. • Electrical industrial apparatus • New York
This AMENDMENT NO. 1 (this “Amendment”) is made as of December 5, 2016 by and among Sevcon, Inc., a Delaware corporation with offices at 155 Northboro Road, Southborough, Massachusetts 01772 (the “Borrower”) and BANCA MONTE DEI PASCHI DI SIENA S.p.A., acting through its New York branch, having an office at 55 East 59th Street, New York, New York 10022 (the “Bank”), to amend that certain Term Loan Agreement dated as of January 27, 2016, by and between the Borrower and the Bank (the “Term Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Term Loan Agreement.
TERM LOAN AGREEMENT between SEVCON, INC. and BANCA MONTE DEI PASCHI DI SIENA S.p.A. acting through its New York branch January 27, 2016Term Loan Agreement • February 1st, 2016 • Sevcon, Inc. • Electrical industrial apparatus • New York
This TERM LOAN AGREEMENT, dated as of January 27, 2016, between SEVCON, INC., a Delaware corporation with offices at 155 Northboro Road, Southborough, Massachusetts 01772 (the “Borrower”) and BANCA MONTE DEI PASCHI DI SIENA S.p.A., acting through its New York branch, having an office at 55 East 59th Street, New York, New York 10022 (the “Bank”).
Equity Transfer AgreementEquity Transfer Agreement • August 14th, 2017 • Sevcon, Inc. • Electrical industrial apparatus
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • June 27th, 2014 • Sevcon, Inc. • Electrical industrial apparatus • Delaware
This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2014, by and among Meson Capital LP, a New York limited partnership (“Meson”), Walter M. Schenker, (“Schenker”, together with Meson, the “Standby Purchasers”), and Sevcon, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AND INFORMATION AGENT AGREEMENTSubscription and Information Agent Agreement • June 27th, 2014 • Sevcon, Inc. • Electrical industrial apparatus • Pennsylvania
This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 20th day of June 2014 by and between, Sevcon, Inc., organized and existing under the laws of Delaware (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Company having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).
RBS CITIZENS, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENT (ALL ASSETS)Loan and Security Agreement • June 21st, 2011 • Sevcon, Inc. • Electrical industrial apparatus • Massachusetts
QUOTA SALE AND PURCHASE AGREEMENT BETWEEN BASSI HOLDING S.R.L. IN AGREEMENT WITH ITS SHAREHOLDERS Mr. ANDREA BASSI, MR. BRUNO BASSI, MRS. TIZIANA RIMINI AND SEVCON S.R.L. AND SEVCON INC. Dated as of January 26, 2016 QUOTA SALE AND PURCHASE AGREEMENTQuota Sale and Purchase Agreement • February 1st, 2016 • Sevcon, Inc. • Electrical industrial apparatus
Bassi Holding S.r.l., with registered office in Lugo (RA) S.M. in Fabriago, Via Mensa n. 3/2, VAT Code 00961820396, registered at Companies Register of Ravenna, n. RA – 111236, represented by Mr. Bruno Bassi, in his capacity of Chairman of the board of directors, duly authorized as per the resolution of the board of directors dated January 26, 2016, a copy of which is hereto attached as Exhibit A (“Seller”)
LOAN AGREEMENTLoan Agreement • August 14th, 2017 • Sevcon, Inc. • Electrical industrial apparatus • New York
This LOAN AGREEMENT, dated as of May 22, 2017, between SEVCON, INC., a Delaware corporation (the “Borrower”) and FrontFour Capital Group, LLC (the “Lender”).
