andRights Agreement • May 23rd, 2000 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
AGREEMENT AND PLAN OF MERGER AMONG UHU INC., UNICORNFISH CORP. AND THE L.S. STARRETT COMPANY DATED AS OF MARCH 8, 2024Agreement and Plan of Merger • March 11th, 2024 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
AGREEMENT AND PLAN OF MERGER, dated as of March 8, 2024 (this “Agreement”), among Uhu Inc., a Delaware corporation (“Parent”), Unicornfish Corp., a Massachusetts corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and The L.S. Starrett Company, a Massachusetts corporation (the “Company”).
March 8, 2024Starrett L S Co • March 11th, 2024 • Cutlery, handtools & general hardware
The L.S. Starrett Company (the “Company”) considers it important and in the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders.
AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • November 12th, 2020 • Starrett L S Co • Cutlery, handtools & general hardware • New York
This Amended and Restated Rights Agreement (the “Agreement”) is dated as of October 30, 2020 by and between The L.S. Starrett Company, a Massachusetts corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”).
the l.s. starrett company Director Non-statutory Stock Option AgreementStock Option Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
This agreement (the “Agreement”) evidences a stock option granted by The L.S. Starrett Company (the “Company”) to the undersigned (the “Optionee”), pursuant to and subject to the terms of The L.S. Starrett Company 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • March 11th, 2024 • Starrett L S Co • Cutlery, handtools & general hardware • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is dated as of March 8, 2024 (the “Effective Date”), and amends that certain Amended and Restated Rights Agreement, dated as of October 30, 2020 (the “Rights Agreement”), by and between The L.S. Starrett Company, a Massachusetts corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given to them in the Rights Agreement.
September 13, 2023Starrett L S Co • September 15th, 2023 • Cutlery, handtools & general hardware
The L.S. Starrett Company (the “Company”) considers it important and in the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders.
TD BANK, N.A. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (ALL ASSETS)Loan and Security Agreement • July 1st, 2020 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (ALL ASSETS) (the "Agreement") originally dated as of June 29, 2009 and amended and restated as of June 25, 2020, by and among The L. S. Starrett Company, a Massachusetts corporation having a principal place of business located at 121 Crescent Street, Athol, Massachusetts 01331 ("Starrett"), Tru-Stone Technologies, Inc., a Delaware corporation having a principal place of business located at 1101 Prosper Drive, P.O. Box 430, Waite Park, MN 56387 ("Tru-Stone"), Starrett Kinemetric Engineering, Inc., a Delaware corporation having a principal place of business located at 26052 Merit Circle, Suite 103, Laguna Hills, CA 92653 ("Kinemetric") and Starrett Bytewise Development, Inc., a Delaware corporation with offices located at 1150 Brookstone Center Parkway, Columbus, Georgia 31904 ("Starrett Bytewise", collectively with Kinemetric, Starrett and Tru-Stone, each a "Borrower" and together the "Borrower") and T.D. Bank, N.A., a national banking a
The L.S. Starrett Company 2021 Long-Term Incentive Plan Restricted stock unit AgreementRestricted Stock Unit Agreement • September 15th, 2023 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
This Restricted Stock Unit Agreement (the “Agreement”) is made, effective as of the [●]th day of [●], [●] (the “Grant Date”), between The L.S. Starrett Company (the “Company”) and [●] (the “Participant”).
EXHIBIT 10b INDEMNIFICATION AGREEMENT This Agreement, made and entered into this day of , , ("Agreement"), by and between The L.S. Starrett Company, a Massachusetts corporation, (the "Corporation"), and ("Indemnitee"): WHEREAS, the By-laws, as amended...10b Indemnification Agreement • August 16th, 2002 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
THE L.S. STARRETT COMPANY FIRST AMENDMENTCredit Agreement • September 22nd, 2006 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
THIS FIRST AMENDMENT (this “Amendment”) is entered into as of June 24, 2006 (the “Effective Date”) by and among THE L.S. STARRETT COMPANY, a Massachusetts corporation with its chief executive office at 121 Crescent Street, Athol, Massachusetts 01331 (the “Borrower”) and Bank of America, N.A., as Agent (the “Agent”) and in its capacity as the sole Lender (“B of A”) under the Credit Agreement, as defined below, having its principal place of business at 100 Federal Street, Boston, Massachusetts 02110. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as defined below.
The L.S. Starrett Company Restricted stock unit AgreementRestricted Stock Unit Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
This Restricted Stock Unit Agreement (the “Agreement”), is made, effective as of the [●]th day of [●], [●] (the “Grant Date”) between The L.S. Starrett Company (the “Company”), and [●] (the “Participant”).
AMENDED AND RESTATED CREDIT AGREEMENT among THE L.S. STARRETT COMPANY The Lenders Listed Herein and BANK OF AMERICA, N.A., as Agent April 28, 2006Credit Agreement • May 3rd, 2006 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
THE L.S. STARRETT COMPANY SECOND AMENDMENTStarrett L S Co • September 9th, 2005 • Cutlery, handtools & general hardware • Massachusetts
THIS SECOND AMENDMENT (this “Amendment”) is entered into as of April 29, 2005 by and among THE L.S. STARRETT COMPANY, a Massachusetts corporation with its chief executive office at 121 Crescent Street, Athol, Massachusetts 01331 (the “Borrower”) and Fleet National Bank, as Agent (the “Agent”), and in its capacity as a Lender (“Fleet Bank”) under the Credit Agreement, as defined below, having its principal place of business at 100 Federal Street, Boston, Massachusetts 02110. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as defined below.
THE L.S. STARRETT COMPANY THIS FIRST AMENDMENT (this "Amendment") is entered into as of March 1, 2004, to be effective as of December 27, 2003 (the "Effective Date"), by and among THE L.S. STARRETT COMPANY, a Massachusetts corporation with its chief...Starrett L S Co • May 7th, 2004 • Cutlery, handtools & general hardware • Massachusetts
Amendment No. 1 to Rights Agreement1 to Rights Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • New York
This Amendment No. 1 to the Rights Agreement (this “Amendment”) is made and entered into as of February 5, 2013 by and between The L.S. Starrett Company, a Massachusetts corporation (the “Company”), and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), a New Jersey limited liability company, as rights agent (the “Rights Agent”), amending that certain Rights Agreement, dated as of November 2, 2010, as amended and in effect from time to time, between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Rights Agreement.
The L.S. Starrett Company Director Restricted stock unit AgreementRestricted Stock Unit Agreement • September 15th, 2023 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
This Restricted Stock Unit Agreement (the “Agreement”) is made, effective as of the [●]th day of [●], [●] (the “Grant Date”), between The L.S. Starrett Company (the “Company”) and [●] (the “Participant”).
THE L.S. STARRETT COMPANY SECOND AMENDMENTStarrett L S Co • May 7th, 2009 • Cutlery, handtools & general hardware • Massachusetts
THIS SECOND AMENDMENT (this “Amendment”) is entered into as of April 28, 2009 (the “Effective Date”) by and among THE L.S. STARRETT COMPANY, a Massachusetts corporation with its chief executive office at 121 Crescent Street, Athol, Massachusetts 01331 (the “Borrower”) and Bank of America, N.A., as Agent (the “Agent”) and in its capacity as the sole Lender (“B of A”) under the Credit Agreement, as defined below, having its principal place of business at 100 Federal Street, Boston, Massachusetts 02110. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as defined below.
CREDIT AGREEMENT among THE L.S. STARRETT COMPANY The Lenders Listed Herein and FLEET NATIONAL BANK, as Agent June 13, 2000 TABLE OF CONTENTS ARTICLE I - DEFINITIONS 1 SECTION 1.01 Definitions. 1 SECTION 1.02 Accounting Terms and Determinations 14...Credit Agreement • September 13th, 2000 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 23rd, 2011 • Starrett L S Co • Cutlery, handtools & general hardware • Delaware
THIS AGREEMENT (the “Agreement”) is made as of the 22nd day of November, 2011 by and among Starrett Bytewise Development, Inc., a Delaware corporation (“Buyer”), Bytewise Development Corp., a Georgia corporation (“Seller”) and Russell D. Carreker and Michael J. Harris (each a “Stockholder” and collectively, the “Stockholders”).
THE L. S. STARRETT COMPANY AND TRUST AGREEMENT (Effective February 5, 2013)Stock Ownership Plan • May 10th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
TD BANK, N.A. LOAN AND SECURITY AGREEMENT (ALL ASSETS)Loan and Security Agreement • September 12th, 2012 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
LOAN AND SECURITY AGREEMENT (ALL ASSETS), dated as of June ____, 2009 by and among The L. S. Starrett Company, a Massachusetts corporation having a principal place of business located at 121 Crescent Street, Athol, Massachusetts 01331 ("Starrett"), Evans Rule Company, Inc., a New Jersey corporation having a principal place of business located at 5965 Core Road, Suite 618, North Charleston, SC 29406 ("Evans Rule"), Level Industries, Inc., a Massachusetts corporation having a principal place of business located at 121 Crescent Street, Athol, Massachusetts 01331 ("Level Industries"), Tru-Stone Technologies, Inc., a Delaware corporation having a principal place of business located at 1101 Prosper Drive, P.O. Box 430, Waite Park, MN 56387 ("Tru-Stone"), and Starrett Kinemetric Engineering, Inc., a Delaware corporation having a principal place of business located at 26052 Merit Circle, Suite 103, Laguna Hills, CA 92653 ("Kinemetric" and together with Starrett, Evans Rule, Level Industries an
EIGHTH AMENDMENT OF LOAN AND SECURITY AGREEMENT (ALL ASSETS)Loan and Security Agreement • August 25th, 2015 • Starrett L S Co • Cutlery, handtools & general hardware
Reference is made to that certain Loan and Security Agreement (All Assets) dated June 29, 2009, as amended (the "Agreement") by the among The L. S. Starrett Company, Evans Rule Company, Inc., Level Industries, Inc., Tru-Stone Technologies, Inc., Starrett Kinemetric Engineering, Inc. and Starrett Bytewise Development, Inc. (each and together, the "Borrower") and TD Bank, N.A. (the "Bank"). The Agreement was previously amended by a First Amendment of Loan and Security Agreement (All Assets) dated December 18, 2009, a Second Amendment of Loan and Security Agreement (All Assets) dated November 9, 2010, a Third Amendment of Loan and Security Agreement (All Assets) dated November 22, 2011, a Fourth Amendment of Loan and Security Agreement dated April 25, 2012, a Fifth Amendment of Loan and Security Agreement (All Assets) dated September 7, 2012, a Sixth Amendment of Loan and Security Agreement (All Assets) dated May 9, 2013, and a Seventh Amendment of Loan and Security Agreement (All Assets)
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (ALL ASSETS)Loan and Security Agreement • September 22nd, 2020 • Starrett L S Co • Cutlery, handtools & general hardware
This First Amendment to Amended and Restated Loan and Security Agreement (this "Amendment") is made as of September 17, 2020 by and among The L. S. Starrett Company, a Massachusetts corporation having a principal place of business located at 121 Crescent Street, Athol, Massachusetts 01331 ("Starrett"), Tru-Stone Technologies, Inc., a Delaware corporation having a principal place of business located at 1101 Prosper Drive, P.O. Box 430, Waite Park, MN 56387 ("Tru-Stone"), Starrett Kinemetric Engineering, Inc., a Delaware corporation having a principal place of business located at 26052 Merit Circle, Suite 103, Laguna Hills, CA 92653 ("Kinemetric") and Starrett Bytewise Development, Inc., a Delaware corporation with offices located at 1150 Brookstone Center Parkway, Columbus, Georgia 31904 ("Starrett Bytewise", collectively with Kinemetric, Starrett and Tru-Stone, each a "Borrower" and together the "Borrower") and T.D. Bank, N.A., a national banking association organized and existing unde
THE L. S. STARRETT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENTEmployee Stock Ownership Plan • September 12th, 2012 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
INDEMNIFICATION AGREEMENT This Agreement, made and entered into this 15th day of September, 1999 ("Agreement"), by and between The L.S. Starrett Company, a Massachusetts corporation (the "Corporation"), and ("Indemnitee"): WHEREAS, the By-laws of the...Indemnification Agreement • November 9th, 1999 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
The L.S. Starrett Company 2012 Long-Term Incentive Plan Restricted stock unit AgreementRestricted Stock Unit Agreement • November 5th, 2014 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
This Restricted Stock Unit Agreement (the “Agreement”), is made, effective as of the [ ] day of [ ] (the “Grant Date”) between The L.S. Starrett Company (the “Company”), and [ ] (the “Participant”).
EXHIBIT 4 THE L.S. STARRETT COMPANY and MELLON INVESTOR SERVICES as Rights Agent Second Amended and Restated Rights Agreement Dated as of March 13, 2002 Table of Contents Section Page Section 1. Certain Definitions. 1 Section 2. Appointment of Rights...Rights Agreement • August 16th, 2002 • Starrett L S Co • Cutlery, handtools & general hardware • New York
ASSET PURCHASE AGREEMENT Dated as of April 28, 2006 Between STARRETT ACQUISITION CORPORATION TRU-STONE TECHNOLOGIES, INC. ST. CLOUD INDUSTRIES, INC. and THE INDIVIDUALS PARTY HERETOAsset Purchase Agreement • May 3rd, 2006 • Starrett L S Co • Cutlery, handtools & general hardware • Minnesota
TD BANK, N.A. LOAN AND SECURITY AGREEMENT (ALL ASSETS)Loan and Security Agreement • July 2nd, 2009 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
LOAN AND SECURITY AGREEMENT (ALL ASSETS), dated as of June 29, 2009 by and among The L. S. Starrett Company, a Massachusetts corporation having a principal place of business located at 121 Crescent Street, Athol, Massachusetts 01331 ("Starrett"), Evans Rule Company, Inc., a New Jersey corporation having a principal place of business located at 5965 Core Road, Suite 618, North Charleston, SC 29406 ("Evans Rule"), Level Industries, Inc., a Massachusetts corporation having a principal place of business located at 121 Crescent Street, Athol, Massachusetts 01331 ("Level Industries"), Tru-Stone Technologies, Inc., a Delaware corporation having a principal place of business located at 1101 Prosper Drive, P.O. Box 430, Waite Park, MN 56387 ("Tru-Stone"), and Starrett Kinemetric Engineering, Inc., a Delaware corporation having a principal place of business located at 26052 Merit Circle, Suite 103, Laguna Hills, CA 92653 ("Kinemetric" and together with Starrett, Evans Rule, Level Industries and
The L.S. Starrett Company Director Restricted stock unit AgreementRestricted Stock Unit Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts
This Restricted Stock Unit Agreement (the “Agreement”), is made, effective as of the [●]th day of [●], [●] (the “Grant Date”) between The L.S. Starrett Company (the “Company”), and [●] (the “Participant”).
FORM OF AGREEMENT NOT TO COMPETEStarrett L S Co • February 5th, 2009 • Cutlery, handtools & general hardware • Massachusetts
