AGREEMENT AND PLAN OF MERGER by and among AIP Waterjet Holdings, Inc., AIP/FIC Merger Sub, Inc. and Flow International Corporation Dated as of September 25, 2013Merger Agreement • September 26th, 2013 • Flow International Corp • General industrial machinery & equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 25, 2013, is by and among AIP Waterjet Holdings, Inc., a Delaware corporation (“Parent”), AIP/FIC Merger Sub, Inc., a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Flow International Corporation, a Washington corporation (the “Company”). All capitalized terms used in this Agreement have the meanings assigned to such terms in Section 9.04 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 26th, 2013 • Flow International Corp • General industrial machinery & equipment, nec • Washington
This First Amendment, dated as of September 25, 2013 (this “Amendment”), to the Rights Agreement, dated as of September 1, 2009 (the “Rights Agreement”), is made between Flow International Corporation, a Washington corporation (the “Company”), and Computershare Inc., a Delaware corporation, successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC, a New Jersey limited liability company) (the “Rights Agent”).
